Subsequent events |
9 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent events | Note 23 – Subsequent events
The Company has evaluated subsequent events and transactions that occurred after the condensed consolidated statement of financial position date up to the date that the financial statements were issued for potential recognition or disclosure. Other than the following, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
Reverse Stock Split
On June 24, 2026, the Company’s Board of Directors approved a 1-for-60 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $ (the “Reverse Split”). The Reverse Split became effective, and trading on a post-split basis began, at the market open on July 6, 2026. There was no change to the par value of the Company’s common stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares with the exception of those holders of fractional shares. No fractional shares were issued in connection with the Reverse Split; any shareholder who would otherwise have been entitled to a fractional share received one whole share in lieu thereof.
All share and per-share amounts presented in these condensed consolidated financial statements, including common shares issued and outstanding, weighted-average shares outstanding, and net loss per share, have been retroactively adjusted to reflect the Reverse Split for all periods presented, in accordance with ASC 260, Earnings Per Share. Because the Reverse Split was approved but not yet legally effective as of June 30, 2026, no recognition of the associated reclassification within Common Stock and Additional Paid-in Capital has been reflected in the Company’s condensed consolidated balance sheet or statement of stockholders’ equity as of that date; this reclassification will be recorded in the period in which the Reverse Split became legally effective.
SRX Global Regains Full Compliance with NYSE American Listing Standards
On July 16, 2026, the Company announced it had received a written notification from NYSE Regulation confirming that the Company is back in compliance with all NYSE American LLC continued listing standards set forth in Part 10 of the NYSE American Company Guide, including the Section 1003(f)(v) low selling price deficiency addressed by the Reverse Split described above.
In a letter dated July 15, 2026, NYSE Regulation informed the Company that it had resolved the continued listing deficiency with respect to Section 1003(a)(i) and (ii) of the Company Guide, which had been referenced in the Exchange’s letter dated October 14, 2025 and disclosed in the Company’s Form 8-K filed with the SEC on October 17, 2025. As a result, the Company’s compliance indicator (“.BC”) will no longer be disseminated, and SRX Global will be removed from the list of NYSE American noncompliant issuers on the Exchange’s website.
Cash Dividend
On July 8, 2026, the Company’s Board of Directors approved a one-time cash dividend of $ per share (approximately $1.3 million in the aggregate) on common stock outstanding to shareholders of record at the close of business on July 22, 2026 (the “Record Date”). The Company has funded the dividend distribution to the transfer agent as of the filing date.
Share Repurchase Program
On July 7, 2026, the Company’s Board of Directors authorized a share repurchase plan (the “Repurchase Plan”) under which the Company may repurchase up to million shares of its common stock or up to % of its shares outstanding. The Company has allocated up to $20 million to repurchase its common stock until July 7, 2027.
Material Definitive Agreement
As previously disclosed, on March 16, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors named therein. Pursuant to the Securities Purchase Agreement, up to shares of the Company’s Series B convertible preferred stock, par value $ per share (the “Series B Preferred Stock”) and accompanying warrants (“Warrants”) to purchase shares of the Company’s common stock, par value $ per share (the “Common Stock”) may be purchased for an aggregate purchase price of up to $8.0 million in one or more closings (each a “Closing”).
On July 17, 2026, the Company and the Required Holders, as defined in the Securities Purchase Agreement, entered into a Limited Waiver and Consent Agreement (the “Waiver”), pursuant to which the Required Holders consented to, and waived certain rights in connection with, the Company’s (i) declaring and paying, on August 3, 2026, a one-time cash dividend of $ per share on Common Stock outstanding to stockholders of record at the close of business on July 22, 2026; and (ii) entering into a stock repurchase plan under which the Company may repurchase up to the lesser of (x) million shares of Common Stock, or (y) 50% of the issued and outstanding Common Stock at any given time, for an aggregate purchase price not to exceed $20.0 million, during the period ending July 7, 2027.
Private Placement
On July 27, 2026, at an Additional Closing pursuant to the Securities Purchase Agreement, the Company issued and sold, and certain investors purchased, in a private placement: shares of the Series B Preferred Stock and Warrants to purchase 284,156 shares of Common Stock, for aggregate gross proceeds of approximately $3.5 million. The Company incurred approximately $0.3 million of closing costs in connection with the Additional Closing, resulting in net proceeds of approximately $3.2 million.
May 2026 Convertible Note Receivable
On July 14, 2026 and August 11, 2026, the Company and the Borrower further amended and restated the May 2026 Note Receivable, pursuant to which the Company advanced an additional approximately $0.7 million and approximately $0.2 million, respectively, in cash to the Borrower. Following the additional funding, aggregate cash advanced under the May 2026 Note Receivable was approximately $2.2 million and the aggregate face principal amount was approximately $2.8 million. The May 2026 Note Receivable continues to bear interest at 10% per annum and matures on May 28, 2027.
Equity Securities Investment
On July 1, 2026, the Company acquired pre-funded warrants to purchase approximately million ordinary shares of a publicly traded company from a third party in exchange for a term note issued by the Company. On the same date, the Company exercised a portion of the pre-funded warrants on a cashless basis and received approximately million ordinary shares of the issuer.
Restricted Stock Award
On July 7, 2026, pursuant to a previously disclosed services agreement, the Company granted restricted shares of the Company’s common stock. The restricted shares are subject to forfeiture during a six-month service period, and the related stock-based compensation expense will be recognized over the applicable service period.
August 2026 Secured Loan
On August 3, 2026, the Company entered into a credit agreement pursuant to which the Company provided an $848,000 term loan to a third-party borrower. The term loan bears interest at 8% per annum, is secured by certain equity securities pledged by the borrower and matures upon the earliest of certain specified events, subject to extension provisions. After giving effect to an interest reserve and fees and expenses payable by the borrower, approximately $0.8 million of net cash proceeds were advanced to the borrower. The Company is also entitled to receive additional equity securities upon the occurrence of certain specified events.
The loan matures upon the earliest of certain specified events, including the consummation of a business combination by the issuer of the pledged equity securities, the winding up of such issuer, or the contractual term date, subject to certain extension rights. Upon consummation of a business combination, the borrower is also required to transfer certain equity securities to the Company.
Equity Line of Credit
Subsequent to June 30, 2026, the Company issued an aggregate shares of common stock pursuant to its previously disclosed equity line of credit, for aggregate proceeds of approximately $0.1 million. |