Quipt Home Medical Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
On March 5, 2026, Quipt Home Medical Corp. (“Quipt”) announced that it obtained a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to the Arrangement Agreement, dated December 14, 2025, by and among Quipt, 1567208 B.C. Ltd., and REM Aggregator, LLC.
The Arrangement is subject to customary closing conditions. Subject to the satisfaction of such conditions, the transaction is expected to be completed by March 16, 2026. Following closing of the Arrangement, Quipt’s common shares will be delisted from the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market (“NASDAQ”).
A copy of the press release issued by Quipt on March 5, 2026 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this report constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or “forward-looking information” as such term is defined in applicable Canadian securities legislation (collectively, “forward-looking statements”). The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “postulate”, “expect”, “outlook”, or the negatives thereof or variations of such words, and similar expressions as they relate to Quipt are intended to identify forward-looking statements, including: the proposed Arrangement and terms thereof; and other statements that are not historical fact. All statements other than statements of historical fact, including those that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Such statements reflect Quipt’s current views and intentions with respect to future events, and current information available to Quipt, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the ability to obtain the necessary regulatory and other third party approvals for the Arrangement, the timing of obtaining such approvals and the risk that such approvals may not be obtained in a timely manner or at all, and the risk that such approvals may be obtained on conditions that are not anticipated; the anticipated completion of the Arrangement and timing thereof; the abilities of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; the delisting of the common shares of Quipt from the TSX and NASDAQ; Quipt ceasing to be a reporting issuer under Canadian and U.S. federal securities laws and the timing thereof; the failure of the Arrangement to close for any other reason; and the ability to achieve the expected benefits of the Arrangement. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those described herein should one or more of these risks or uncertainties materialize. Examples of such risk factors include, without limitation: risks related to credit, market (including equity, commodity, foreign exchange and interest rate), liquidity, operational (including technology and infrastructure), reputational, insurance, strategic, regulatory, legal, environmental, and capital adequacy; the general business and economic conditions in the regions in which Quipt operates; the ability of Quipt to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to implement business strategies and pursue business opportunities; low profit market segments; disruptions in or attacks (including cyber-attacks) on Quipt’s information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which Quipt is exposed; the failure of third parties to comply with their obligations to Quipt or its affiliates; the impact of new and changes to, or application of, current laws and regulations; decline of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key suppliers; granting of permits and licenses in a highly regulated business; legal proceedings and litigation, including as it relates to the civil investigative demand received from the Department of Justice; increased competition; changes in foreign currency rates; the imposition of trade restrictions such as tariffs and retaliatory counter measures; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by Quipt; Quipt’s status as an emerging growth company and a smaller reporting company; the occurrence of natural and unnatural catastrophic events or health epidemics or concerns; as well as those risk factors discussed or referred to in Quipt’s disclosure documents filed with the SEC and available on EDGAR at www.sec.gov, including Quipt’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. Should any factor affect Quipt in an unexpected manner, or should assumptions underlying the forward-looking statement prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement. Moreover, Quipt does not assume responsibility for the accuracy or completeness of such forward-looking statements. The forward-looking statements included in this report are made as of the date of this report and Quipt undertakes no obligation to publicly update or revise any forward-looking statements, other than as required by applicable law.
| Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description | |
| 99.1 | Press release issued by Quipt Home Medical Corp. on March 5, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Quipt Home Medical Corp. | ||
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| Date: | March 5, 2026 |
By: | /s/ Hardik Mehta |
| | | Hardik Mehta | |
| | | Chief Financial Officer | |