Business Context and Reporting Period
This Form 8-K reports on events occurring on December 17, 2025, for SRx Health Solutions, Inc. (Delaware corporation, NYSE American ticker: SRXH). The filing details the approval of significant corporate actions via written consent of stockholders, including a proposed name change, a major acquisition transaction, and board composition changes.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and transactional approvals.
Material Changes and Corporate Actions
- Proposed Name and Ticker Change: The company plans to change its legal name to EMJX, Inc. and its NYSE ticker symbol to EMJX, contingent upon the closing of a proposed transaction.
- Acquisition Transaction: Stockholders approved a transaction to acquire EMJ Crypto Technologies Inc. (Ontario, Canada), CCC Crypto Corp. (Delaware), and 100% of associated intellectual property rights. The IP asset includes AI technology designed to predict outcomes from data sets, specifically an algorithm intended to outperform Bitcoin and Ethereum based on trading volatility.
- Equity Issuance: The transaction may involve issuing shares equal to 20% or more of the company's issued and outstanding common stock, potentially at a price lower than market value.
- Leadership Changes: Eric M. Jackson, PhD is appointed as Chief Executive Officer and Chairman of the Board. New directors Simon Conway, Michael Young, Joshua A. Epstein, and Sammy Dorf were elected to the Board.
- Compensation Plan: The 2019 Incentive Award Plan was amended to increase the number of securities subject to the plan to 10% of outstanding shares (not lower than 3,432,915).
- Accountant Ratification: Davidson and Company LLP was ratified as the independent registered public accountant for 2025.
Voting Results and Governance
Under Delaware General Corporation Law, the affirmative vote of one-third of outstanding voting capital stock was required. As of the record date (December 12, 2025), there were 27,723,906 votes outstanding. Stockholders holding 12,591,645 shares (representing 45.42% of voting power) approved all proposals via written consent. There were no votes against, abstentions, or broker non-votes.
Outlook, Risks, and Contingencies
- Transaction Contingency: The name change and ticker symbol change are conditioned upon the closing of the acquisition transaction.
- Regulatory Filing: The company must file an Information Statement on Schedule 14C with the SEC and mail it to stockholders before consummating the transaction.
- Dilution Risk: The potential issuance of 20% or more of outstanding shares at below-market value represents a significant dilution risk for existing shareholders.
- Technology Risk: The core asset involves AI algorithms for cryptocurrency trading, which carries inherent market and technological performance risks.
Investor Verification Checklist
- Verify the terms of the definitive agreement for the acquisition of EMJ Crypto Technologies Inc. and CCC Crypto Corp.
- Confirm the valuation and pricing mechanism for the new shares to be issued (noting the potential for issuance below market value).
- Review the upcoming Schedule 14C Information Statement for detailed disclosures on the transaction and executive compensation.
- Assess the technical viability and regulatory status of the AI trading algorithm described as the "IP Asset."
- Monitor the timeline for the SEC clearance of the Information Statement and the expected closing date of the transaction.