SRX Health Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 17, 2025, stockholders of SRx Health Solutions, Inc. (the “Company”) having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon, pursuant to Section 216 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 7 of the Company’s Amended and Restated Bylaws, adopted October 8, 2025 (the “Bylaws”), as of the record date of December 12, 2025 (the “Record Date”), approved the following matters (the “Proposals”) by way of a written consent resolution:
● The change of the legal name of the Company from “SRx Health Solutions, Inc.” to “EMJX, Inc.” and of the NYSE ticker symbol from “SRXH” to “EMJX”, in each case conditioned upon the closing of the Transaction (defined below);
● The issuance of a number of shares of Common Stock, which may equal 20% or more of the Company’s issued and outstanding common stock and may be issued at lower than market value, in connection with a proposed transaction (the “Transaction”) with EMJ Crypto Technologies Inc., a corporation organized under the laws of Ontario, Canada (“EMJC”), CCC Crypto Corp., a Delaware corporation (“DelawareCo”), and certain other transferors, pursuant to which the Company will acquire EMJC, DelawareCo, and 100% of the intellectual property rights associated with the IP Asset (defined below), in accordance with the requirements of the NYSE American, and in connection with the Transaction, the appointment of Eric M. Jackson, PhD as the Company’s Chief Executive Officer and the Chairman of Board, pursuant to an Employment Agreement consistent with certain agreed upon terms. The “IP Asset” means all intellectual property rights, whether or not registerable, in any jurisdiction in the world, including without limitation copyrights, patent rights, trademark rights, trade secrets, and software, in connection with certain technology developed by or on behalf of EMJC, DelawareCo and the Transferors that uses artificial intelligence to predict outcomes from data sets (including an algorithm which is designed to outperform Bitcoin and Ethereum based on trading volatility), including all know-how, trade secrets, coding (source code and object code), designs, data, algorithms, formulae, specifications, processes, procedures, methods, techniques, ideas, software, tools, inventions, apparatus, creations, works of authorship (whether or not copyrighted) and other similar materials, and all reports, analyses, results and records relating to any of the foregoing, in each case in any form or embodied in any media, and whether or not registrable;
● An increase in the number of securities subject to the Company’s 2019 Incentive Award Plan to 10% of the Shares outstanding (on an as-converted basis) at the time of determination (but not lower than 3,432,915);
● To elect Simon Conway, Michael Young, Joshua A. Epstein, and Sammy Dorf to the Company’s Board of Directors, to serve for a term expiring at the 2026 annual meeting of shareholders and until his or her successor shall have been elected and qualified or until earlier resignation, removal from office or death;
● The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers; and
● The ratification of the appointment of Davidson and Company LLP as the Company’s independent registered public accountant for 2025.
Under Sections 216 and 228 of the DGCL, and Sections 7 and 10 of the Bylaws, the affirmative vote of the holders of one third of the Company’s outstanding voting capital stock was required to approve each of the Proposals. On the Record Date, there were issued and outstanding shares of the Company’s capital stock representing 27,723,906 votes on an as converted basis. The stockholders from whom the Company obtained the written consent in lieu of a meeting held in the aggregate 12,591,645 shares of voting capital stock (on an as converted basis) representing 45.42% of the outstanding voting power of the Company’s stockholders. As each of the Proposals was approved by written consent, there were no votes against, abstaining or broker non-votes in relation to these matters.
Prior to consummating the Transaction or taking any of the other actions authorized by the stockholders as described above, the Company will file an information statement (the “Information Statement”) with the Securities and Exchange Commission on Schedule 14C and promptly mail the same to all its stockholders upon clearance by the SEC or expiration of any applicable review or waiting period.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SRx Health Solutions, Inc. | ||
| By: | /s/ Carolina Martinez | |
| Name: | Carolina Martinez | |
| Title: | Chief Financial Officer | |
December 23, 2025