v3.26.1
Preferred stock, warrants and other equity
 9 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Preferred stock, warrants and other equity

Note 13 – Preferred stock, warrants and other equity

 

Series B Convertible Preferred Stock and Warrants

 

In March 2026, the Company entered into a securities purchase agreement to issue Series B convertible preferred stock and accompanying warrants for aggregate proceeds of up to $8.0 million. On March 16, 2026, the Company completed an initial closing, issuing 5,660 shares of Series B convertible preferred stock with a stated value of $1,000 per share, and 370,628 warrants to purchase shares of common stock. Aggregate gross committed proceeds were approximately $4.5 million, net of approximately $0.2 million in unpaid committed proceeds, and approximately $0.4 million in issuance and closing costs.

 

The Series B convertible preferred stock is convertible into shares of Company’s common stock at an initial conversion price of $19.09 per share, subject to customary anti-dilution and alternate conversion adjustments as defined in the certificate of designations. The accompany Series B warrants are exercisable at an initial exercise price of $19.09 per share and expire three years following the initial exercisability date.

 

The Company accounted for the Series B convertible preferred stock and warrants as equity-classified instruments and allocated proceeds between the instruments using a relative fair value methodology. The warrants were valued using a Black-Scholes valuation model. As of June 30, 2026, all of Series B convertible preferred stock and accompanying warrants remain outstanding.

 

Series A Convertible Preferred Stock and Warrants

 

In October 2025, the Company entered into a securities purchase agreement with accredited investors to issue Series A convertible preferred stock and warrants for aggregate proceeds of up to $30.5 million. On October 31, 2025, the Company completed an initial closing, issuing 19,035 shares of Series A preferred stock and 908,797 warrants for proceeds of approximately $15.2 million, consisting of $8.6 million of cash proceeds, net of $0.25 million in closing costs, and the cancellation of $5.0 million principal outstanding of July 2025 convertible notes at a 25% cancellation premium.

 

During the three months ended March 31, 2026, an aggregate of 1,617 shares of the Company’s Series A convertible preferred stock were converted into shares of the Company’s common stock. In connection with these non-cash conversions, the Company issued 140,178 shares of common stock at an average conversion price of $11.40 per share. The conversions were accounted for as equity transactions, and no gain or loss was recognized upon conversion.

 

On February 11, 2026, the Company redeemed 17,418 shares of Series A convertible preferred stock, representing all of the issued and outstanding shares of Series A Preferred Stock, for an aggregate redemption price of approximately $21.8 million. Upon completion of the redemption, all Series A preferred shares were cancelled and none remained outstanding as of June 30, 2026.

 

Cashless Exercises of Series A Warrants

 

In March 2026, an aggregate of 449,266 of outstanding Series A warrants were exercised on a cashless basis, resulting in the issuance of approximately 152,639 shares of the Company’s common stock.

 

In the three months ended June 30, 2026, an aggregate 375,077 of outstanding Series A warrants were exercised on a cashless basis, resulting in the issuance of approximately 105,375 shares of the Company’s common stock. Additionally, in the three months ended June 30, 2026, an aggregate of 53,755 of outstanding Series A warrants were exercised on a cash basis, resulting in the issuance of approximately 53,755 shares of the Company’s common stock.

 

As of June 30, 2026, an aggregate of 30,704 of the Series A warrants remained outstanding.

 

The cashless warrant exercises were accounted for as equity transactions. The issuance of common stock was recorded through a reclassification within stockholders’ equity, with a corresponding reduction to the carrying amount of the warrants. No cash proceeds were received by the Company in connection with these exercises.

 

 

Equity Warrants

 

The Company has issued warrants in connection with various equity and debt financing transactions. The fair value of warrants issued was determined using valuation methodologies including the Black-Scholes option pricing model, utilizing market price of the Company’s common stock on the issuance date and other appropriate valuation assumptions. All unexercised warrants outstanding at SRx Canada expired prior to the April 2025 merger.

 

The following table summarizes the continuity of the Company’s outstanding warrants as of June 30, 2026:

  

  

Warrants

#

  

Weighted Average

Exercise Price

 
Warrants outstanding on September 30, 2025   406,885   $145.43 
Issued   908,797    36.65 
Exercised   (45,945)   125.40 
Expired   (307,292)   37.20 
Warrants outstanding as of December 31, 2025   962,445   $78.23 
Issued   370,628    19.09 
Exercised   (449,266)   6.00 
Expired   —    — 
Warrants outstanding as of March 31, 2026   883,807   $52.05 
Issued   492,984    0.01 
Exercised   (443,121)   6.00 
Expired   —    — 
Warrants outstanding as of June 30, 2026   933,670   $52.05 

 

July 2025 Warrants

 

On July 7, 2025, in connection with the convertible debt financing described in Note 10 – Debt, the Company issued 355,634 warrants to purchase common shares and expire three years from the issuance date. The warrants are exercisable at the option of the holders into common stock at a conversion price of $37.64 per share, subject to customary anti-dilution adjustments. The Company evaluated the warrants under ASC 815 and ASC 480 and determined that they are equity-classified, and they were initially measured at their relative fair value of $0.4 million using the Black-Scholes option pricing model based on appropriate valuation assumptions.

 

In connection with the financing, the Company also entered into a registration rights agreement requiring it to register for resale the common shares issuable upon conversion of the notes and exercise of the warrants. As of June 30, 2026, 34,867 of the warrants issued remained outstanding.

 

Pre-Funded and Representative Warrants

 

On April 24, 2025, the Company issued to a single investor a combination of 21,333 shares of common stock, and 45,945 pre-funded warrants to purchase Company Common Stock at a price of $130.80 per share, or $8.8 million in the aggregate, in a private placement transaction. No additional consideration is required to be paid to exercise the warrants and the warrant does not expire until conversion. The transaction was accounted for as an equity issuance because the number of common shares issuable upon exercise of the warrant is fixed. As of December 31, 2025, all of these pre-funded warrants were exercised and no longer outstanding.

 

As of June 30, 2026, the Company had 492,984 shares of prefunded warrants outstanding related to the consideration transferred in the EMJX acquisition, with a weighted average exercise price of $0.01. The Company had 1,389 shares of pre-merger representative warrants with a weighted average exercise price of $225.00, outstanding.

 

Exchangeable Shares

 

As of June 30, 2026, the Company had 1,954,470 exchangeable shares outstanding related to the EMJX acquisition and 6,728 exchangeable shares outstanding related to its discontinued operations.

 

Common Stock Repurchase

 

On February 3, 2026, the Company entered into a securities purchase agreement with a shareholder pursuant to which the Company repurchased 857 shares of common stock for an aggregate purchase price of $0.01 million, or $8.40 per share.