Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure
Cash Dividend
On
July 8, 2026, SRX Global Inc. (the “Company”) issued a press release announcing
that the Company’s Board of Directors (the “Board”) has approved a
one-time cash dividend of $0.05 per share on common stock outstanding to shareholders of record at the close of business on July 22,
2026 (the “Record Date”), and that the dividend will be paid on or about
August 3, 2026 to shareholders of record on Record Date. A copy of the press release is attached as Exhibit 99.1 to this current report
on Form 8-K and is incorporated herein by reference.
Stockholder
Update:
On
July 8, 2026, the Company issued a press release providing its stockholders with a preliminary update on certain balance sheet
metrics and its capitalization structure following its previously announced acquisition of EMJ Crypto Technologies Inc., a corporation
organized under the laws of Ontario, Canada (“ EMJX ”), and previously announced reverse stock split effectuated on
July 6, 2026 (the “ Reverse Split ”). A copy of the press release is attached as Exhibit 99.2 to this current
report on Form 8-K and is incorporated herein by reference.
Share
Repurchase Program :
On
July 9, 2026, the Company issued a press release announcing that the Board has authorized a share repurchase plan(the “Repurchase
Plan”) under which the Company may repurchase up to 10 million shares of its common stock or 50% of its shares outstanding during
the period ending July 7, 2027. The Company has allocated up to $20 million to the Repurchase Program.. A copy of the press release is
attached as Exhibit 99.3 to this current report on Form 8-K and is incorporated herein by reference.
The
Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan
that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented
from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the
Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume
and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the plan. The
Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its Repurchase
Plan.
The
Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number
of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative
investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q
and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
Stockholder
Letter / Virtual Fireside Chat :
On
July 10, 2026, the Company issued a press release updating its stockholders regarding recent developments, including the acquisition
of EMJX and the Reverse Split, and announcing that the Company’s Chief Executive Officer, Kent Cunningham, and the President of
EMJX and Head of Asset Management, Eric Jackson, will participate in a virtual Fireside Chat on Tuesday, July 14, 2026. A copy of the
press release is attached as Exhibit 99.4 to this current report on Form 8-K and is incorporated herein by reference.
The
information in Item 7.01 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Management’s projections and expectations are subject to a number of risks and uncertainties
that could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,”
“should” or similar words intended to identify information that is not historical in nature. Forward-looking statements contained
herein include, among others, statements concerning management’s expectations about future events and the Company’s operating
plans and performance, including levels of consumer, business and economic confidence generally, the regulatory environment, litigation,
sales, and the expected benefits of acquisitions, and such statements are based on the current beliefs and expectations of the Company’s
management, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertainties
that could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speak
only as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflect
actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic
or industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or to
reflect the occurrence of any unanticipated events. For further information regarding the risks associated with the Company’s business,
please refer to the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for
the most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.