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  Tony Frouge
  Chief Regulatory Officer
   
  New York Stock Exchange
 

11 Wall Street

New York, NY 10005

  T + 1 212 656 2133
  tony.frouge@nyse.com

 

February 18, 2026

 

Mr. Kent Cunningham

Chief Executive Officer

SRX Health Solutions, Inc.

801 US Highway 1

North Palm Beach, Florida 33408

 

Dear Mr. Cunningham:

 

NYSE Regulation is issuing this public Warning Letter to SRX Health Solutions, Inc. (the “Company”) as provided for in Section 1009(a) of the NYSE American LLC (the “Exchange”) Company Guide (the “Company Guide”). The Warning Letter is being issued in connection with the Company’s failure to comply with Sections 301 and 713 of the Company Guide as described below.

 

Section 301 of the Company Guide states that a listed company is not permitted to issue, or to authorize its transfer agent or registrar to issue or register, additional securities of a listed class until it has filed an application for the listing of such additional securities and received notification from the Exchange that the securities have been approved for listing.

 

Section 713 of the Company Guide requires shareholder approval when additional shares to be issued in connection with a transaction involve the sale, issuance, or potential issuance of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock.

 

The Company issued approximately 7.5 million common shares since October 2025 in connection with the conversion of certain convertible series A preferred shares. Notwithstanding the requirements outlined above, the Company (i) failed to file an application to obtain Exchange approval for the issuance of these securities and (ii) also did not obtain shareholder approval for the issuance that equaled 20% or more of the Company’s common stock outstanding. Therefore, the Company violated both Sections 301 and 713 of the Company Guide.

 

Further, pursuant to Company Guide Sections 401(j) and 1009(j), the Company is required to (i) file a Form 8-K disclosing its receipt of this public Warning Letter no later than four business days after its receipt and (ii) also disclose its receipt in a press release, with both indicating that the Company has failed to satisfy one or more continued listing requirements.

 

NYSE Regulation notes that any prospective failure to comply with the aforementioned rules, or any other NYSE American listing requirement, has the potential to result in further action, including the commencement of delisting proceedings.

 

Regards,

 

 

Tony Frouge

Chief Regulatory Officer – NYSE

 

cc: William P. Hubbard, Meister Seelig & Fein PLLC
  Tanya Hoos, NYSE Regulation

 

New York Stock Exchange

nyse.com