SRx Health Solutions Inc 美国招股说明书（2026年2月26日版）

This prospectus supplement updates and supplements the information contained in the prospectus dated December 15, 2025 (as maybe supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (FileNo. 333-291262), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities The Prospectus and this prospectus supplement relate to the resale, from time to time, which may be offered by Keystone CapitalPartners, LLC (“Keystone”, “Keystone Capital Partners” or the “Selling Stockholder”), or their pledgees, donees, transferees, or othersuccessors in interest, of up to 2,506,893,959 shares of common stock, par value $0.0001 per share (the “Common Stock”), of SRxHealth Solutions, Inc., a Delaware corporation (“we,” “our,” the “Company”). The shares of Common Stock being offered by theSelling Stockholder are outstanding or issuable pursuant to the Common Share Purchase Agreement dated July 7, 2025 by and amongthe Company and the Selling Stockholder, as amended on October 28, 2025 (the “ELOC Purchase Agreement”). See “The KeystoneCapital Transaction” for a description of the Purchase Agreement. We may elect, in our sole discretion, to issue and sell such2,506,893,959 shares of Common Stock (the “Keystone Purchase Shares”) to Keystone, from time to time from and after the Keystone You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by referenceto the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in theProspectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is listed on the NYSE American under the symbol “SRXH”. On February 25, 2026, the closing price of ourCommon Stock was $0.1360 per share. We are a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public companyreporting requirements for so long as we remain a smaller reporting company. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in “Risk Factors”beginning on page 8 of this prospectus and any other risk factors Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is February 26, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 18, 2026, SRx Health Solutions, Inc. (the “Company”) received a public warning letter (the “Letter”) from the NYSERegulation Staff of the New York Stock Exchange (the “Exchange”) notifying the Company that it failed to comply with Sections 301and 713 of the NYSE American LLC Company Guide (the “Company Guide”). The Letter relates to the issuance of approximately 7.5 million shares (the “Subject Shares”) of the Company’s common stock, parvalue $0.001 per share (the “Common Stock”), between December 31, 2025 and January 23, 2026, upon conversion of certain sharesof the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”). The Preferred Shareswere issued pursuant to a Securities Purchase Agreement, dated October 27, 2025, by and among the Company and certain investors(the “Agreement”). The Agreement and the Preferred Shares are described in the Company’s Current Report on Form 8-K filed withthe Securities and Exchange Commission (the “SEC”) on October 31, 2025. Specifically, the Letter states that the Company failed to The Company filed an application to obtain the Exchange’s listing approval for the issuance of the Common Stock issuable uponconversion of the Preferred Shares on December 12, 2025. At the time of such filing, the conditions precedent to the conversion of the The Company obtained stockholder approval of the issuance of the Preferred Shares, and the issuance of the Common S