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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Quipt Home Medical Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
74880P104 (CUSIP Number) |
Robert MacArthur c/o Forager Fund, L.P., 2025 3rd Avenue North, Suite 350 Birmingham, AL, 35203 205-383-4763 Andrew Freedman, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Forager Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Forager Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Kissel Edward Urban | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
MacArthur Robert Symmes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Quipt Home Medical Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1019 TOWN DRIVE, WILDER,
KENTUCKY
, 41076. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D is filed solely to supplement the information provided in response to Item 4 and Item 7 of this statement on Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On August 25, 2025, Forager Capital Management ("FCM") submitted to the Issuer an updated and immediately actionable acquisition proposal (the "Acquisition Proposal") to enter into a transaction to acquire at a premium all of the issued and outstanding common shares of the Issuer for $3.10 per share in cash (the "Proposed Transaction"). The $3.10 all-cash purchase price represents a significant premium to the trading price of the Issuer's shares across a number of measuring periods, including a 120% premium over the $1.41 unaffected closing price on May 19, 2025 (the last trading day before FCM's May 17, 2025 Letter of Intent became public). An affiliate of FCM anticipates funding the Proposed Transaction using cash on hand and will not require any financing from the Issuer or its shareholders. Further, the Acquisition Proposal is not subject to any due diligence conditions, as FCM has evaluated the information that it needs to complete the Proposed Transaction.
The Acquisition Proposal contemplates that the definitive agreement to be entered into with respect to the Potential Transaction between FCM and the Issuer (the "Definitive Agreement") will contain provisions allowing the Issuer to undertake a standard "go-shop" process with customary deal protections, including (i) a go-shop provision for 30-days post signing of the Definitive Agreement (the "Go-Shop Period"), (ii) a no-shop/non-solicitation covenant to apply upon expiration of the Go-Shop Period (such period following the expiration of the Go-Shop Period, the "No-Shop Period"), (iii) matching rights for FCM with respect to competing proposals, and (iv) a break-up fee of 3.5% of the total Purchase Price during the Go-Shop Period and of 5.5% of the total Purchase Price during the No-Shop Period.
While the Acquisition Proposal is non-binding in order to comply with applicable Canadian securities laws, FCM is prepared to enter into definitive, immediately actionable documentation based on the terms proposed herein. FCM remains fully committed to working with the Board to finalize a transaction that maximizes value for all stakeholders. The Proposed Transaction is of the highest priority for FCM, and its legal and financial advisors are prepared to proceed as quickly as possible, with the ability to potentially close within 16 weeks.
The foregoing description of the Acquisition Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Proposal, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit: 99.1* - Acquisition Proposal, dated August 25, 2025
* Filed herewith. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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