Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 27, 2026, SRX Global Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors ("Buyers") named therein, pursuant to which, among other things, the Buyers purchased 3,579 shares of the Company's Series C convertible preferred stock, par value $0.001 per share (the "Series C Preferred Stock"), which are convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for an aggregate purchase price of $2.825 million.

On September 8, 2026, the Company and the Required Holders entered into a Limited Consent and Amendment Agreement (the "Consent Agreement"), pursuant to which the Required Holders (as defined in the Securities Purchase Agreement, as amended by the Consent Agreement) consented to, and waived certain rights in connection with, the Company's maintaining a stock repurchase plan under which the Company may repurchase up to the lesser of (x) 10,000,000 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 $20,000,000, during the period ending July 7, 2027.

The foregoing description of the terms and conditions of the Consent Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Consent Agreement, which is filed as an exhibit thereto.