Amendment: SEC Form SCHEDULE 13D/A filed by Quipt Home Medical Corp.
$QIPT
Misc Health and Biotechnology Services
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Quipt Home Medical Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
74880P104 (CUSIP Number) |
Robert MacArthur 2025 3rd Avenue North, Suite 350 Birmingham, AL, 35203 (205) 383-4763 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Forager Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Footnote to "(13) Percent of class represented by amount in row(11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of May 9, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Forager Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Footnote to sections (7), (8), and (11): Shares reported in this table are held by Forager Fund, L.P., of which the Reporting Person is the general partner.
Footnote to section "(13) Percent of class represented by amount in row (11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of May 9, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Kissel Edward Urban | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person:
Footnote for sections (8), (10) and (11): These shares are held by Forager Fund, L.P., of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
Footnote for section "(13) Percent of class represented by amount in row(11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of May 9, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Robert MacArthur | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,199,562.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person:
Footnote for sections (8), (10) and (11): These shares are held by Forager Fund, L.P., of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
Footnote for section "(13) Percent of class represented by amount in row (11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of May 9, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Quipt Home Medical Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1019 TOWN DRIVE, WILDER,
KENTUCKY
, 41076. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 to Schedule 13D is filed solely to supplement the information provided in response to Item 4 of this statement on Schedule 13D.
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| Item 4. | Purpose of Transaction | |
On June 4, 2025, Forager Capital Management ("FCM") issued a press release denying its offer on May 17, 2025 was "unsolicited" and requesting Quipt Home Medical Corp. ("Quipt") immediately and unequivocally retract its false and misleading statement made in its press release on May 21, 2025. The press release also requested that Quipt terminate the Non-Disclosure and Standstill Agreement entered on February 1, 2025 between Quipt and FCM because it was in the best interest of shareholders. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1*: Press Release, dated June 4, 2025
* Filed herewith.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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