Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Private Placement

Additional Closing under Securities Purchase Agreement

As previously announced, on March 16, 2026, SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors named therein (the "Investors"). Pursuant to the Securities Purchase Agreement, up to 10,000 shares of the Company's Series B convertible preferred stock, par value $0.001 per share (the "Series B Preferred Stock") and accompanying warrants ("Warrants") to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock") may be purchased for an aggregate purchase price of up to $8.0 million in one or more closings.

As previously announced, on March 16, 2026 at the initial closing, pursuant to the Securities Purchase Agreement, the Company issued and sold, and certain Investors purchased, in a private placement: 5,660 shares of the Series B Preferred Stock and 22,237,666 Warrants to purchase shares of Common Stock for aggregate proceeds of approximately $4.528 million, paid in cash.

Pursuant to the Securities Purchase Agreement, the Investors have the right, severally, subject to the satisfaction of certain conditions, to require the Company to participate in one or more additional closings for the purchase of up to an aggregate of 4,340 additional shares of Series B Preferred Stock and Warrants (each such transaction, an "Additional Closing").

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: 4,340 shares of the Series B Preferred Stock and 284,156 Warrants to purchase shares of Common Stock for aggregate proceeds of approximately $3.472 million, paid in cash. Such number of Warrants is adjusted to reflect the Company's previously announced 60-for-1 reverse stock split, which took effect July 2, 2026.

All such securities will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration in entering into the Securities Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part on representations made by the investors in the Securities Purchase Agreement. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.