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xbrli:shares iso4217:USD xbrli:shares utr:sqft

Table of Contents

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40413

Quipt Home Medical Corp.

(Exact name of registrant as specified in its charter)

​ | ​
British Columbia, Canada | N/A
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

​

​

1019 Town Drive

Wilder, KY 41076

(Address of principal executive offices, including zip code)

(859) 878-2220

(Registrant’s telephone number, including area code)

​

Securities registered pursuant to Section 12(b) of the Act:

​ | ​ | ​
Title of Each Class | Trading symbol | Name of Exchange on which registered
Common Shares, no par value | QIPT | The Nasdaq Capital Market Toronto Stock Exchange ​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​ | ​ | ​ | ​ | ​ | ​
Large accelerated filer | ☐ | Accelerated filer | ☒ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | Emerging growth company | ☒

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 8, 2025, there were 43,443,972 of the registrant’s common shares outstanding.

​

​

Table of Contents

TABLE OF CONTENTS

​ ​ ​ |  |  |  |
--- | --- | --- | --- | ---
​ |  | ​ |  | Page
​ | ​ | ​ | ​ | ​
Part I | ​ | Financial Information | ​ | 3
​ | ​ | ​ | ​ | ​
Item 1. | ​ | Financial Statements | ​ | 3
​ | ​ | ​ | ​ | ​
​ | ​ | Condensed Consolidated Interim Statements of Financial Position as of June 30, 2025 and September 30, 2024 (Unaudited) | ​ | 3
​ | ​ | ​ | ​ | ​
​ | ​ | Condensed Consolidated Interim Statements of Income (Loss) for the three and nine months ended June 30, 2025 and 2024 (Unaudited) | ​ | 4
​ | ​ | ​ | ​ | ​
​ | ​ | Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the three and nine months ended June 30, 2025 and 2024 (Unaudited) | ​ | 5
​ | ​ | ​ | ​ | ​
​ | ​ | Condensed Consolidated Interim Statements of Cash Flows for the nine months ended June 30, 2025 and 2024 (Unaudited) | ​ | 6
​ | ​ | ​ | ​ | ​
​ | ​ | Notes to Condensed Consolidated Interim Financial Statements (Unaudited) | ​ | 7
​ | ​ | ​ | ​ | ​
Item 2. | ​ | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ​ | 18
​ | ​ | ​ | ​ | ​
Item 3. | ​ | Quantitative and Qualitative Disclosures about Market Risk | ​ | 26
​ | ​ | ​ | ​ | ​
Item 4. | ​ | Controls and Procedures | ​ | 27
​ | ​ | ​ | ​ | ​
Part II | ​ | Other Information | ​ | 28
​ | ​ | ​ | ​ | ​
Item 1. | ​ | Legal Proceedings | ​ | 28
​ | ​ | ​ | ​ | ​
Item 1A. | ​ | Risk Factors | ​ | 28
​ | ​ | ​ | ​ | ​
Item 2. | ​ | Unregistered Sales of Equity Securities and Use of Proceeds | ​ | 30
​ | ​ | ​ | ​ | ​
Item 3. | ​ | Defaults Upon Senior Securities | ​ | 30
​ | ​ | ​ | ​ | ​
Item 4. | ​ | Mine Safety Disclosures | ​ | 31
​ | ​ | ​ | ​ | ​
Item 5. | ​ | Other Information | ​ | 31
​ | ​ | ​ | ​ | ​
Item 6. | ​ | Exhibits | ​ | 31
​ | ​ | ​ | ​ | ​
Exhibit Index | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
Signatures | ​ | ​ | ​ | ​

​

​

​

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in Part I, Item 2, contains certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking ‎statements” within the meaning of applicable US securities regulations, including the US Private Securities ‎Litigation Reform Act of 1995 (collectively, “forward-looking statements”)‎. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are ‎based upon the current beliefs, expectations, and assumptions regarding the future of the business, ‎ plans and strategies, and other future conditions of the Company. Forward-looking ‎statements can be identified by words ‎such as “expect”, “likely”, “may”, “will”, “would”, “could”, “should”, “continue”, “contemplate”, “intend”, or ‎‎”anticipate”, “believe”, “envision”, “estimate”, “expect”, “plan”, “predict”, “project”, “target”, “potential”, ‎‎”proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or ‎statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking ‎statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other ‎statements that are not statements of fact. Such forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q.‎

Forward-looking statements include, but are not limited to, statements with respect to:‎ operating results; ‎profitability; financial condition and resources;‎ anticipated needs for working capital; liquidity; ‎capital resources; ‎capital expenditures;‎ milestones; ‎licensing milestones; ‎potential acquisitions; information with respect to future growth and growth strategies; ‎ anticipated trends in the industry in which the Company operates; ‎the Company’s future financing plans; ‎timelines; ‎ currency fluctuations; ‎government regulation; unanticipated expenses; ‎commercial disputes or claims; ‎limitations on insurance coverage; availability and expectations regarding cash flow to fund capital requirements;‎ the product offerings of the Company;‎ the competitive conditions of the industry;‎ the competitive and business strategies of the Company;‎ applicable laws, regulations, and any amendments thereof;‎ statements relating to the business and future activities of, and developments related to, the Company, ‎including such things as future business strategy, competitive strengths, goals, expansion and growth ‎of the Company’s business, operations and plans; and ‎other events or conditions that may occur in the future.‎

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of the ‎Company’s management made in light of its experience and its perception of trends, current conditions and ‎expected developments, as well as other factors that management believes to be relevant and reasonable in the ‎circumstances at the date that such statements are made, but which may prove to be incorrect. The Company ‎believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. The ‎material factors and assumptions used to develop the forward-looking statements include, ‎without limitation:‎ the ‎Company successfully identifying, ‎‎‎negotiating and ‎completing additional acquisitions; operating and other ‎financial metrics maintaining their ‎‎current trajectories, the Company not being impacted by any further external ‎and unique events like the Medicare ‎‎75/25 rate cut and the Change Healthcare cybersecurity incident for the ‎remainder of 2025; the ‎Company not being subject to a material change to it cost ‎structure‎; the Company’s ability to successfully execute its growth strategies and business plan;‎ the ability to successfully identify strategic acquisitions;‎ the Company’s ability to realize anticipated benefits, synergies or generate revenue, profits or value from ‎its recent acquisitions into existing operations;‎ management’s perceptions of historical trends, current conditions and expected future developments;‎ the ability of the Company to take market share from competitors; ‎the Company’s ability to attract and retain skilled staff;‎ market conditions and competition;‎ the products, services and technology offered by the Company’s competitors;‎ the Company’s ability to generate cash flow from operations; the Company’s ability to keep pace with changing regulatory requirements;‎ the ongoing ability to conduct business in the regulatory environments in which the Company operates and ‎may operate in the future;‎ the Company’s ability to maintain strong business relationships with its suppliers, service provides and ‎other third parties; the Company’s ability to fulfill prescriptions for services and products; the anticipated growth of the niche market of home equipment and monitoring; the anticipated increase in demand for various medical products and equipment;‎ demand and interest in the Company’s products and services; ‎the ability to deploy up front capital to purchase monitoring and treatment equipment; ‎anticipated and unanticipated costs; ‎the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses;‎ the general economic, financial market, regulatory and political conditions in which the Company operates ‎and the absence of material adverse changes in the Company’s industry, regulatory environment or ‎the global economy; and other considerations that management believes to be appropriate in the circumstances.‎

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Table of Contents

Forward-looking statements speak only as at the date they are made and are based on information currently ‎available and on the then current expectations. A number of factors could cause actual events, performance, or results to differ materially from what is projected in the forward-looking statements. Readers are cautioned that forward-‎looking statements are not based on historical facts but instead are based on ‎reasonable assumptions and estimates ‎of management of the Company at the time they were provided ‎or made and involve known and unknown risks, ‎uncertainties and other factors which may cause the ‎actual results, performance or achievements of the Company, ‎as applicable, to be materially different ‎from any future results, performance or achievements expressed or implied ‎by such forward-looking ‎statements, including, but not limited to, known and unknown risks, uncertainties, ‎assumptions and other factors, including those listed under the section “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, which include: credit risks, market risks ‎‎(including those related to equity, commodity, foreign exchange and interest rate markets), liquidity risks, ‎operational risks (including those related to technology and infrastructure), and risks relating to reputation, ‎insurance, strategy, regulatory matters, legal matters, environmental matters and capital adequacy. Examples of ‎such risk factors include: significant capital requirements and operating risks; ‎changes in law; the ability to implement business strategies, growth strategies and pursue business opportunities; ‎the state of the capital markets; the availability of funds and resources to pursue operations; 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; competition; difficulty integrating newly ‎acquired businesses; low profit market segments; disruptions in or attacks (including cyber-attacks) on 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; the failure of third parties to comply with their obligations; the ‎impact of new and changes to, or application of, current laws and regulations; the overall litigation ‎environment, including as it relates to the CID (defined below) ‎received from the DOJ (defined below)‎; ‎increased competition; changes in foreign currency rates; risks relating to the ‎deterioration of global economic conditions; 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; critical accounting estimates and changes to accounting standards, policies, and ‎methods; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events, ‎as well as other general economic, market and business conditions, among others, ‎as well as those risk factors ‎described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, and as described from time to time in documents filed by ‎the Company with US and Canadian securities regulatory authorities. Although the Company has attempted to identify ‎important factors that could cause actual actions, events or results to differ materially from those described in ‎forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, ‎estimated or intended. The Company provides no assurance that forward-looking statements will prove to be ‎accurate, as actual results and future events could differ materially from those anticipated in such statements.‎

Readers are cautioned that the above list of cautionary statements and risk factors is not exhaustive. A number of factors could ‎cause actual events, performance or results to differ materially from what is projected in forward-looking ‎statements. The purpose of forward-looking statements is to provide the reader with a description of management’s ‎expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not ‎place undue reliance on forward-looking statements. Although the Company believes that the expectations ‎reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will ‎prove to have been correct. Forward-looking statements are provided and made as of the date hereof, and the Company does not undertake any obligation to revise or update any forward-looking ‎statements, except as required by applicable law. ‎The forward-looking statements are expressly qualified in their entirety by this cautionary statement.

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Table of Contents

PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

​

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

(Amounts in thousands of US Dollars)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of | ​ | As of
​ | ​ | June 30, | ​ | September 30,
​ |  | 2025 |  | 2024
ASSETS |  | ​ |  |  | ​ |
Current assets |  | ​ |  |  | ​ |
Cash | ​ | $ | 11,250 | ​ | $ | 16,174
Accounts receivable, net |  |  | 27,009 | ​ |  | 29,116
Inventory |  |  | 23,996 | ​ |  | 20,853
Prepaid and other current assets | ​ |  | 6,431 | ​ |  | 6,911
Total current assets | ​ |  | 68,686 | ​ |  | 73,054
Long-term assets |  |  |  | ​ |  |
Property and equipment, net |  |  | 36,427 | ​ |  | 37,385
Right-of-use assets, net | ​ | ​ | 15,427 | ​ | ​ | 16,475
Goodwill |  |  | 50,733 | ​ |  | 50,733
Intangible assets, net |  |  | 63,405 | ​ |  | 67,953
Equity method investment | ​ | ​ | 1,066 | ​ | ​ | 1,311
Other assets |  |  | 348 | ​ |  | 337
Total long-term assets | ​ |  | 167,406 | ​ |  | 174,194
TOTAL ASSETS | ​ | $ | 236,092 | ​ | $ | 247,248
​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES | ​ |  |  | ​ |  |
Current liabilities |  |  |  | ​ |  |
Accounts payable and accrued liabilities | ​ | $ | 36,814 | ​ | $ | 35,363
Current portion of equipment loans |  |  | 10,525 | ​ |  | 12,804
Current portion of lease liabilities |  |  | 5,702 | ​ |  | 5,867
Current portion of senior credit facility | ​ |  | 3,303 | ​ |  | 3,248
Deferred revenue |  |  | 3,501 | ​ |  | 3,568
Total current liabilities | ​ |  | 59,845 | ​ |  | 60,850
Long-term liabilities |  |  |  | ​ |  |
Senior credit facility | ​ |  | 61,651 | ​ |  | 64,545
Lease liabilities |  |  | 11,159 | ​ |  | 13,283
Equipment loans |  |  | 13 | ​ |  | 55
Derivative liability - interest rate swaps | ​ | ​ | 680 | ​ | ​ | 1,122
Deferred income taxes |  | ​ | 208 | ​ | ​ | 202
TOTAL LIABILITIES | ​ |  | 133,556 | ​ |  | 140,057
​ | ​ | ​ | ​ | ​ | ​ | ​
COMMITMENTS AND CONTINGENCIES (Note 7) | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
SHAREHOLDERS' EQUITY |  |  |  | ​ |  |
Common shares, no par value, unlimited shares authorized; 43,443,972 and 43,091,273 issued and outstanding as of June 30, 2025 and September 30, 2024, respectively | ​ | ​ | — | ​ | ​ | —
Preferred Shares, no par value, unlimited shares authorized; none issued and outstanding as of June 30, 2025 and September 30, 2024 | ​ | ​ | — | ​ | ​ | —
Additional paid-in capital |  |  | 280,258 | ​ | ​ | 277,762
Accumulated deficit | ​ |  | (177,722) | ​ | ​ | (170,571)
TOTAL SHAREHOLDERS' EQUITY | ​ |  | 102,536 | ​ |  | 107,191
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | ​ | $ | 236,092 | ​ | $ | 247,248

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

​

Page | 3

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Table of Contents

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(Amounts in thousands of US Dollars, except per share amounts)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months |  | Three Months |  | Nine Months |  | Nine Months
​ | ​ | Ended June 30, | ​ | Ended June 30, | ​ | Ended June 30, | ​ | Ended June 30,
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Revenue | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Rentals of medical equipment |  | $ | 23,228 | ​ | $ | 23,531 | ​ | $ | 71,578 | ​ | $ | 72,804
Sales of medical equipment and supplies |  |  | 35,061 | ​ |  | 37,228 | ​ |  | 105,468 | ​ |  | 111,779
Total revenue |  |  | 58,289 | ​ |  | 60,759 | ​ |  | 177,046 | ​ |  | 184,583
Cost of inventory sold |  |  | 14,873 | ​ | ​ | 16,694 | ​ | ​ | 47,776 | ​ | ​ | 51,260
Operating expenses |  |  | 31,041 | ​ | ​ | 30,593 | ​ | ​ | 91,333 | ​ | ​ | 91,096
Depreciation |  |  | 9,758 | ​ | ​ | 9,573 | ​ | ​ | 29,061 | ​ | ​ | 28,474
Amortization of intangible assets |  |  | 1,481 | ​ | ​ | 1,519 | ​ | ​ | 4,548 | ​ | ​ | 4,570
Right-of-use operating lease amortization and interest | ​ | ​ | 1,585 | ​ | ​ | 1,660 | ​ | ​ | 4,753 | ​ | ​ | 4,612
Stock-based compensation |  |  | 2,120 | ​ | ​ | 483 | ​ | ​ | 2,625 | ​ | ​ | 2,154
Acquisition-related costs |  |  | 126 | ​ | ​ | 188 | ​ | ​ | 222 | ​ | ​ | 393
Gain on disposals of property and equipment |  |  | (872) | ​ | ​ | (51) | ​ | ​ | (896) | ​ | ​ | (51)
Operating income (loss) |  |  | (1,823) | ​ |  | 100 | ​ |  | (2,376) | ​ |  | 2,075
​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Interest expense |  |  | 1,595 | ​ | ​ | 1,770 | ​ | ​ | 5,025 | ​ | ​ | 5,366
Interest income | ​ | ​ | (101) | ​ | ​ | (168) | ​ | ​ | (383) | ​ | ​ | (509)
Change in fair value of derivative liability - interest rate swaps | ​ | ​ | 182 | ​ | ​ | (105) | ​ | ​ | (442) | ​ | ​ | 170
Loss (gain) on foreign currency transactions |  |  | (610) | ​ | ​ | 128 | ​ | ​ | 231 | ​ | ​ | 145
Share of loss in equity method investment |  |  | 101 | ​ | ​ | 71 | ​ | ​ | 245 | ​ | ​ | 243
Loss before taxes |  |  | (2,990) | ​ |  | (1,596) | ​ |  | (7,052) | ​ |  | (3,340)
Provision for income taxes |  |  | 35 | ​ | ​ | — | ​ | ​ | 99 | ​ | ​ | 483
Net loss |  | $ | (3,025) | ​ | $ | (1,596) | ​ | $ | (7,151) | ​ | $ | (3,823)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss per share |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Basic loss per share |  | $ | (0.07) | ​ | $ | (0.04) | ​ | $ | (0.17) | ​ | $ | (0.09)
Diluted loss per share |  | $ | (0.07) | ​ | $ | (0.04) | ​ | $ | (0.17) | ​ | $ | (0.09)
Weighted average number of common shares outstanding: |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Basic |  |  | 43,459 | ​ | ​ | 42,623 | ​ | ​ | 43,240 | ​ | ​ | 42,303
Diluted |  |  | 43,459 | ​ | ​ | 42,623 | ​ | ​ | 43,240 | ​ | ​ | 42,303

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Table of Contents

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (UNAUDITED)

(Amounts in thousands of US Dollars)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Number of |  | ​ | ​ |  | ​ | ​ |  | Total
​ | ​ | Shares | ​ | Additional Paid | ​ | Accumulated | ​ | shareholders'
​ | ​ | (000’s) | ​ | In Capital | ​ | Deficit | ​ | equity
Balance March 31, 2025 | ​ | 43,507 | ​ | $ | 278,267 | ​ | $ | (174,697) | ​ | $ | 103,570
Net loss |  | — | ​ | ​ | — | ​ | ​ | (3,025) | ​ |  | (3,025)
Repurchase of shares | ​ | (63) | ​ | ​ | (129) | ​ | ​ | — | ​ | ​ | (129)
Stock-based compensation |  | — | ​ | ​ | 2,120 | ​ | ​ | — | ​ |  | 2,120
Balance June 30, 2025 | ​ | 43,444 | ​ | $ | 280,258 | ​ | $ | (177,722) | ​ | $ | 102,536
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance March 31, 2024 |  | 42,571 | ​ | $ | 276,381 | ​ | $ | (166,035) | ​ | $ | 110,346
Net loss |  | — | ​ | ​ | — | ​ | ​ | (1,596) | ​ |  | (1,596)
Exercise of options | ​ | 519 | ​ | ​ | 568 | ​ | ​ | — | ​ | ​ | 568
Stock-based compensation |  | — | ​ | ​ | 483 | ​ | ​ | — | ​ |  | 483
Balance June 30, 2024 |  | 43,090 | ​ | $ | 277,432 | ​ | $ | (167,631) | ​ | $ | 109,801
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance September 30, 2024 |  | 43,091 | ​ | $ | 277,762 | ​ | $ | (170,571) | ​ | $ | 107,191
Net loss |  | — | ​ | ​ | — | ​ | ​ | (7,151) | ​ |  | (7,151)
Repurchase of shares | ​ | (63) | ​ | ​ | (129) | ​ | ​ | — | ​ | ​ | (129)
Settlement of restricted stock units | ​ | 416 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Stock-based compensation |  | — | ​ | ​ | 2,625 | ​ | ​ | — | ​ |  | 2,625
Balance June 30, 2025 | ​ | 43,444 | ​ | $ | 280,258 | ​ | $ | (177,722) | ​ | $ | 102,536
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance September 30, 2023 |  | 42,102 | ​ | $ | 274,923 | ​ | $ | (163,808) | ​ | $ | 111,115
Net loss |  | — | ​ | ​ | — | ​ | ​ | (3,823) | ​ |  | (3,823)
Settlement of restricted stock units | ​ | 469 | ​ | ​ | (213) | ​ | ​ | — | ​ | ​ | (213)
Exercise of options | ​ | 519 | ​ | ​ | 568 | ​ | ​ | — | ​ | ​ | 568
Stock-based compensation |  | — | ​ | ​ | 2,154 | ​ | ​ | — | ​ |  | 2,154
Balance June 30, 2024 | ​ | 43,090 | ​ | $ | 277,432 | ​ | $ | (167,631) | ​ | $ | 109,801

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Table of Contents

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands of US Dollars)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Nine months |  | Nine months
​ | ​ | ended June 30, | ​ | ended June 30,
​ | ​ | 2025 | ​ | 2024
Operating activities | ​ | ​ | ​ | ​ | ​ | ​
Net loss | ​ | $ | (7,151) | ​ | ​ | (3,823)
Adjustments to reconcile net loss to net cash provided by operating activities: | ​ |  | ​ | ​ |  | ​
Depreciation and amortization |  |  | 33,609 | ​ |  | 33,044
Right-of-use operating lease amortization and interest | ​ | ​ | 4,753 | ​ | ​ | 4,612
Payments of operating leases, including interest | ​ | ​ | (4,526) | ​ | ​ | (4,116)
Stock-based compensation |  |  | 2,625 | ​ |  | 2,154
Gain on disposals of property and equipment | ​ |  | (896) | ​ |  | (51)
Amortization of financing costs and accretion of purchase price payable |  |  | 401 | ​ |  | 417
Change in fair value of derivative liability - interest rate swaps | ​ | ​ | (442) | ​ | ​ | 170
Loss on foreign currency transactions | ​ |  | 231 | ​ |  | 145
Share of loss in equity method investment | ​ | ​ | 245 | ​ |  | 243
Adjustment to purchase price payable | ​ | ​ | — | ​ | ​ | (29)
Deferred income taxes | ​ | ​ | 6 | ​ | ​ | 61
Change in working capital: | ​ |  | ​ | ​ |  | ​
Net decrease (increase) in accounts receivable | ​ |  | 2,107 | ​ | ​ | (5,433)
Net increase in inventory | ​ |  | (3,143) | ​ | ​ | (4,186)
Net decrease (increase) in prepaid and other current assets | ​ |  | 468 | ​ | ​ | (2,022)
Net decrease in deferred revenue | ​ |  | (67) | ​ | ​ | (295)
Net (decrease) increase in accounts payables and accrued liabilities | ​ |  | (306) | ​ | ​ | 4,513
Net cash flow provided by operating activities | ​ |  | 27,914 | ​ |  | 25,404
Investing activities |  |  | ​ | ​ |  |
Purchases of property and equipment |  |  | (10,530) | ​ | ​ | (6,852)
Proceeds from disposals of property and equipment | ​ | ​ | 919 | ​ | ​ | 112
Other, net | ​ |  | — | ​ | ​ | (210)
Net cash flow used in investing activities | ​ |  | (9,611) | ​ |  | (6,950)
Financing activities |  |  |  | ​ |  |
Repayments of equipment loans |  |  | (18,513) | ​ |  | (20,327)
Repayments of finance leases | ​ | ​ | (1,115) | ​ | ​ | (1,139)
Repayments of senior credit facility | ​ | ​ | (2,588) | ​ | ​ | (2,588)
Gross borrowings on the revolving credit facility | ​ | ​ | 12,000 | ​ | ​ | 8,500
Gross repayments on the revolving credit facility | ​ | ​ | (12,623) | ​ | ​ | (5,612)
Other, net | ​ | ​ | (158) | ​ | ​ | 51
Net cash flow used in financing activities | ​ |  | (22,997) | ​ |  | (21,115)
Effect of exchange rate changes on cash held in foreign currencies | ​ |  | (230) | ​ |  | (145)
Net increase (decrease) in cash | ​ |  | (4,924) | ​ |  | (2,806)
Cash, beginning of period | ​ |  | 16,174 | ​ |  | 17,209
Cash, end of period | ​ | $ | 11,250 | ​ | $ | 14,403
​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental cash flow information | ​ | ​ | ​ | ​ | ​ | ​
Cash paid for interest | ​ | $ | 4,811 | ​ | $ | 5,546
Cash paid for income taxes | ​ | ​ | 74 | ​ | ​ | 1,140
Operating lease additions | ​ | ​ | 2,100 | ​ | ​ | 3,049
Equipment loan additions | ​ | ​ | 16,192 | ​ | ​ | 19,411
Finance lease additions | ​ | ​ | 492 | ​ | ​ | 1,760
Purchases of property and equipment in ending accounts payable | ​ | ​ | 1,756 | ​ | ​ | 313

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Table of Contents

Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

1. | Nature of operations

​

Reporting entity

​

Quipt Home Medical Corp. (the “Company” or “Quipt”) was incorporated under the Business Corporations Act (Alberta) on March 5, 1997. On December 30, 2013, pursuant to a Certificate of Continuance, the Company changed its jurisdiction of governance by continuing from Alberta into British Columbia. The Company’s head office is located at 1019 Town Drive, Wilder, Kentucky 41076, and its registered office is located at Suite 2700, 1133 Melville Street, Vancouver, British Columbia V6E 4E5.

​

Basis of presentation

​

The condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP") applied on a consistent basis with those of the annual audited consolidated financial statements and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the condensed consolidated interim financial statements include all necessary adjustments for a fair statement of the financial position and results of operations for the periods presented.

​

The condensed consolidated interim financial statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on December 16, 2024. Interim results are not necessarily indicative of the results for a full year.

​

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

​

Recently issued accounting pronouncements

The Company is an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can selectively delay the adoption of all accounting standards until those standards would otherwise apply to private companies. The Company has elected to utilize this exemption and, as a result, the consolidated financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. To date, however, the Company has not delayed the adoption of any accounting standards except as noted below. Section 107 of the JOBS Act provides that the Company can elect to opt out of the extended transition period at any time, which election is irrevocable.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)  No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid by jurisdiction. This ASU is effective for public business entities' annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

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Table of Contents

Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), (“ASU 2023-07”) which requires disclosure of incremental segment information, including significant segment expenses that are regularly provided to the chief operating decision maker and how reported measures of segment profit or loss are used in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718) (“ASU 2024-01”), which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of ASC 718. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures.

​

In July 2025, the FASB amended the guidance for ASC 326, Financial Instruments – Credit Loss (“ASC 326”), which provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions for under ASC 606, Revenue from Contracts with Customers. The guidance is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures.

​

​

​

​

​

2. | Property and equipment and right-of-use assets

The property and equipment and right-of-use assets was comprised of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  |  | ​
​ | ​ | As of | ​ | As of
Cost | ​ | June 30, 2025 | ​ | September 30, 2024
Rental equipment | ​ | $ | 66,611 | ​ | $ | 64,568
Vehicles | ​ | ​ | 4,022 | ​ | ​ | 3,296
Leasehold improvements | ​ |  | 2,419 | ​ |  | 2,403
Office and technology equipment | ​ |  | 1,498 | ​ |  | 1,130
Land | ​ |  | 140 | ​ |  | 160
Buildings | ​ | ​ | 790 | ​ | ​ | 930
Projects in process | ​ | ​ | 548 | ​ | ​ | 360
Property and equipment, gross | ​ | ​ | 76,028 | ​ | ​ | 72,847
Less: accumulated depreciation | ​ | ​ | (39,601) | ​ | ​ | (35,462)
Property and equipment, net | ​ | $ | 36,427 | ​ | $ | 37,385
Right-of-use assets, real estate | ​ | ​ | 24,687 | ​ | ​ | 23,510
Right-of-use assets, vehicles | ​ | ​ | 4,585 | ​ | ​ | 5,498
Right-of-use assets, gross | ​ | ​ | 29,272 | ​ | ​ | 29,008
Less: accumulated amortization | ​ |  | (13,845) | ​ |  | (12,533)
Right-of-use assets, net | ​ | $ | 15,427 | ​ | $ | 16,475

​

Rental equipment transferred from inventory during the nine months ended June 30, 2025 and 2024 was $26,897,000 and $24,467,000, respectively. For the nine months ended June 30, 2025 and 2024, the Company obtained equipment loans (as described in Note 5) of $16,192,000 and $19,411,000, respectively. As of June 30, 2025 and 2024, amounts in ending

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Table of Contents

Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

accounts payable were $1,756,000 and $0, respectively. Remaining rental equipment transferred from inventory of $8,949,000 and $5,056,000 for the nine months ended June 30, 2025 and 2024, respectively, were paid in cash.

​

3. | Goodwill and intangible assets

​

During the three months ended June 30, 2025, due to the decrease in the Company’s market capitalization, and challenges experienced by the Company that resulted in reduced revenues and operating income, the Company determined that a triggering event had occurred, which necessitated an interim quantitative impairment test for its reporting units consistent with the guidance in ASC 350, Intangibles – Goodwill and Other. No impairment was identified as a result of this interim impairment testing The Company will continue to monitor relevant events and conditions on an ongoing basis.

​

The following is the summary of intangible assets as of June 30, 2025 and September 30, 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of | ​ | As of | ​
​ | ​ | June 30, 2025 | ​ | September 30, 2024 |
Customer relationships | ​ | $ | 79,088 | ​ | $ | 79,088 | ​
Trade names | ​ | ​ | 11,581 | ​ | ​ | 11,581 | ​
Customer contracts | ​ | ​ | 3,851 | ​ | ​ | 3,851 | ​
Non-compete agreements | ​ | ​ | 710 | ​ | ​ | 710 | ​
Intangible assets, gross | ​ | ​ | 95,230 | ​ | ​ | 95,230 | ​
Less: accumulated amortization | ​ | ​ | (31,825) | ​ | ​ | (27,277) | ​
Intangible assets, net | ​ | $ | 63,405 | ​ | $ | 67,953 | ​

​

As of June 30, 2025, estimated annual amortization for intangible assets for each of the next rolling five years and thereafter is approximately:

​

​ | ​ | ​ | ​
​ | ​ | Estimated
Period |  | Amortization
Three months ending September 30, 2025 | ​ | $ | 1,468
Year ending September 30, 2026 | ​ | ​ | 5,776
Year ending September 30, 2027 | ​ | ​ | 5,723
Year ending September 30, 2028 | ​ | ​ | 5,594
Year ending September 30, 2029 | ​ | ​ | 5,587
Thereafter | ​ | ​ | 39,257
Intangible assets, net | ​ | $ | 63,405

​

​

​

​

​

​

​

4. Accounts payable and accrued liabilities

​

Following is a summary of accounts payable and accrued liabilities as of June 30, 2025 and September 30, 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of | ​ | As of | ​
​ | ​ | June 30, 2025 | ​ | September 30, 2024 |
Accounts payable | ​ | $ | 32,717 | ​ | $ | 29,310 | ​
Accrued compensation | ​ | ​ | 2,505 | ​ | ​ | 4,576 | ​
Other | ​ |  | 1,592 | ​ |  | 1,477 | ​
Total | ​ | $ | 36,814 | ​ | $ | 35,363 | ​

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Table of Contents

Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

5. | Long-term debt

​

Senior credit facility

​

In September 2022, the Company entered into a five-year, $110,000,000 senior credit facility (“Facility”) with a group of US banks. The Facility consists of (i) a delayed-draw term loan facility of $85,000,000, of which $64,000,000 has been drawn as of June 30, 2025, (ii) a term loan of $5,000,000 that was drawn at closing, and (iii) a $20,000,000 revolving credit facility. The Facility is secured by substantially all assets of the Company and is subject to certain financial covenants, with which the Company was in compliance as of June 30, 2025.

​

A summary of the balances on the Facility as of June 30, 2025 and September 30, 2024 is as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of |  | As of |
​ | ​ | June 30, 2025 |  | September 30, 2024 |
Delayed-draw term loan | ​ | $ | 56,000 | ​ | $ | 58,400 | ​
Term loan | ​ | ​ | 4,312 | ​ | ​ | 4,500 | ​
Revolving credit facility | ​ |  | 5,700 | ​ |  | 6,323 | ​
Total principal | ​ | ​ | 66,012 | ​ | ​ | 69,223 | ​
Deferred financing costs | ​ | ​ | (1,058) | ​ | ​ | (1,430) | ​
Net carrying value | ​ | $ | 64,954 | ​ | $ | 67,793 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current portion | ​ |  | 3,303 | ​ | ​ | 3,248 | ​
Long-term portion | ​ |  | 61,651 | ​ | ​ | 64,545 | ​
Net carrying value | ​ | $ | 64,954 | ​ | $ | 67,793 | ​

​

As of June 30, 2025, scheduled repayments of the Facility are as follows:

​

​ | ​ | ​ | ​ | ​
Twelve months ended June 30, | ​ | Amount |
2026 | ​ | $ | 3,450 | ​
2027 | ​ | ​ | 3,450 | ​
2028 | ​ |  | 59,112 | ​
Total | ​ | $ | 66,012 | ​

​

The delayed-draw term loan and the term loan bear interest at a weighted average of 7.0% as of June 30, 2025, and will reprice within three months. The rate is based on a secured overnight financing rate (“SOFR”), with a floor of 0.5%, plus a spread of 2.1% to 2.85% (2.65% as of June 30, 2025) based on the Company’s leverage ratio. The revolving credit facility is bearing interest at 7.6% as of June 30, 2025 and will reprice within three months. The Facility also has fees for unused availability. The fair value of the Facility was determined considering market conditions, credit worthiness and the current terms of debt, which is considered Level 2 on the fair value hierarchy. Due to the near-term repricing of the interest rates, the fair value of the Facility approximates the principal value as of June 30, 2025 and September 30, 2024.

To manage the risks of the cash flows related to interest expense, the Company entered into several interest rate swaps on $59,000,000 of the principal amount of the Facility during the year ended September 30, 2024. The swaps carry a fixed SOFR of 3.4% to 4.4%, resulting in a weighted combined rate of 6.8%. The swaps are settled quarterly and mature on September 30, 2025, on September 30, 2026, and at the Facility’s maturity. Any difference between the Facility’s SOFR rate and the swaps’ rates is recorded as interest expense. For the three months ended June 30, 2025 and 2024, a reduction of $38,000 and $84,000, respectively, to interest expense was recorded in the condensed consolidated interim statements

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Table of Contents

Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

of income (loss). For the nine months ended June 30, 2025 and 2024, a reduction of $155,000 and $201,000, respectively, to interest expense was recorded in the condensed consolidated interim statements of income (loss).

Interest expense on the Facility, including the impact of the interest rate swap agreements, was $1,211,000 and $1,297,000 for the three months ended June 30, 2025 and 2024, respectively, and $3,807,000 and $3,997,000 for the nine months ended June 30, 2025 and 2024, respectively.

The Company has incurred financing costs to obtain and maintain the Facility, which is reflected as a reduction of the outstanding balance and will be amortized as interest expense using the effective interest method over the life of the Facility. During the three months ended June 30, 2025 and 2024, $132,000 and $128,000 of amortization of deferred financing costs was recorded, respectively. During the nine months ended June 30, 2025 and 2024, $401,000 and $385,000 of amortization of deferred financing costs was recorded, respectively.

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Equipment loans

The Company is offered financing arrangements from the Company’s suppliers and the supplier’s designated financial institution, in which payments for certain invoices or products can be financed and paid over an extended period. The financial institution pays the supplier when the original invoice becomes due, and the Company pays the third-party financial institution over a period of time. In most cases, the supplier accepts a discounted amount from the financial institution and the Company repays the financial institution the face amount of the invoice with no stated interest, in twelve equal monthly installments. The Company uses its incremental borrowing rate of 6.9% to 8.0% to impute interest on these arrangements.

Following is the activity in equipment loans for the nine months ended June 30, 2025 and 2024:

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Nine months ended |  | Nine months ended
​ | ​ | June 30, 2025 | ​ | June 30, 2024
Beginning balance | ​ | $ | 12,859 | ​ | $ | 14,347
Additions | ​ |  | 16,192 | ​ |  | 19,411
Repayments | ​ |  | (18,513) | ​ |  | (20,327)
Ending balance | ​ |  | 10,538 | ​ |  | 13,431
Current portion | ​ |  | 10,525 | ​ |  | 13,335
Long-term portion | ​ | $ | 13 | ​ | $ | 96

​

Leases liabilities

The Company enters into leases for real estate and vehicles. Real estate leases are operating leases and are valued at the net present value of the future lease payments at the Company’s incremental borrowing rate. Vehicle leases are finance leases and recorded at the rate implicit in the lease based on the current value and the estimated residual value of the vehicle, if any.

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Table of Contents

Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

Following is the activity in lease liabilities for the nine months ended June 30, 2025 and 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | Operating | ​ | Finance | ​ | Total
Balance September 30, 2023 | ​ | $ | 16,236 | ​ | $ | 2,914 | ​ | $ | 19,150
Additions | ​ | ​ | 3,049 | ​ | ​ | 1,760 | ​ | ​ | 4,809
Non-cash adjustments | ​ | ​ | (139) | ​ | ​ | — | ​ | ​ | (139)
Repayments | ​ | ​ | (3,238) | ​ | ​ | (1,139) | ​ |  | (4,377)
Balance June 30, 2024 | ​ | $ | 15,908 | ​ | $ | 3,535 | ​ | $ | 19,443
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance September 30, 2024 | ​ | $ | 15,840 | ​ | $ | 3,310 | ​ | $ | 19,150
Additions | ​ | ​ | 2,100 | ​ | ​ | 492 | ​ |  | 2,592
Non-cash adjustments | ​ | ​ | (79) | ​ | ​ | — | ​ |  | (79)
Repayments | ​ | ​ | (3,687) | ​ |  | (1,115) | ​ |  | (4,802)
Balance June 30, 2025 | ​ | $ | 14,174 | ​ | $ | 2,687 | ​ | $ | 16,861

​

Future payments pursuant to lease liabilities are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Twelve Months Ending June 30, | ​ | Operating | ​ | Finance | ​ | Total
2026 | ​ | $ | 5,449 | ​ | $ | 1,235 | ​ | $ | 6,684
2027 | ​ |  | 4,144 | ​ |  | 923 | ​ |  | 5,067
2028 | ​ | ​ | 2,959 | ​ | ​ | 594 | ​ | ​ | 3,553
2029 | ​ | ​ | 2,074 | ​ | ​ | 254 | ​ | ​ | 2,328
2030 | ​ | ​ | 850 | ​ | ​ | 26 | ​ | ​ | 876
Thereafter | ​ | ​ | 712 | ​ | ​ | — | ​ | ​ | 712
Gross lease payments | ​ |  | 16,188 | ​ |  | 3,032 | ​ |  | 19,220
Less amounts relating to interest | ​ |  | (2,014) | ​ | ​ | (345) | ​ |  | (2,359)
Lease liabilities | ​ | $ | 14,174 | ​ | $ | 2,687 | ​ | $ | 16,861

​

​

​

The components of finance lease expense are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended June, 30 |  | Nine months ended June, 30 |
​ | Classification | ​ | 2025 | ​ | ​ | 2024 | ​ | ​ | 2025 | ​ | ​ | 2024 | ​
Finance lease cost: | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |  | ​ | ​
Amortization of lease assets | Depreciation | $ | 262 | ​ | $ | 343 | ​ | $ | 867 | ​ | $ | 982 | ​
Interest on lease liabilities | Interest expense | ​ | 57 | ​ |  | 69 | ​ | ​ | 190 | ​ |  | 194 | ​
Total finance lease cost | ​ | $ | 319 | ​ | $ | 412 | ​ | $ | 1,057 | ​ | $ | 1,176 | ​

​

Other information relating to leases is as follows:

​

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Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of |  | As of |
​ | ​ | June 30, 2025 | ​ | September 30, 2024 |
Weighted average remaining lease term (years) | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating leases | ​ |  | 3.7 | ​ |  | 4.1 | ​
Finance leases | ​ |  | 2.8 | ​ |  | 2.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average discount rate | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating leases | ​ | ​ | 7.2 | % | ​ | 7.4 | %
Finance leases | ​ | ​ | 9.0 | % | ​ | 8.5 | %

​

​

6. | Share capital

​

Authorized share capital

The Company is authorized to issue an unlimited number of common shares, an unlimited number of first preferred shares without par value, and an unlimited number of second preferred shares without par value.

Issued share capital

As of the date hereof, the only class of shares outstanding are common shares. Common shares are classified as equity, and costs related to the issuance of shares are recognized as a reduction of equity.

Repurchase of share capital

On May 6, 2024, the Company implemented a share repurchase program pursuant to which the Company was authorized to purchase for cancellation up to 3,626,845 common shares from time to time in accordance with applicable securities laws, ‎representing approximately 10% of the Company’s public float (as defined by the TSX) as of such date. The repurchase program did not obligate the Company to acquire a specified number of shares and automatically terminated on April 30, 2025. During the three and nine months ended June 30, 2025, the Company repurchased 62,800 shares under the repurchase program for approximately $129,000.

Share-based long-term incentives

In February 2024, the Board approved the 2024 Equity Incentive Plan (the “2024 EIP”) which became effective on March 27, 2024 upon shareholder approval, pursuant to which the Company is able to issue share-based long-term incentives. Awards include common share purchase options, stock appreciation rights, restricted share awards, restricted share bonuses, restricted share units, performance shares, performance units, cash-based awards and other share-based awards, under the 2024 EIP. All directors, officers, employees and service providers of the Company and/or its affiliates are eligible to receive awards under the 2024 EIP, subject to the terms of the 2024 EIP. Options granted under the plan are non-assignable and may be granted for a term not exceeding ten years. Stock options have varying vesting periods. Each restricted share unit represents the right to ‎receive one common share, vests quarterly over two years from the grant date and is settled in the calendar year after vesting. In March 2025, the Company granted 425,000 options and 2,478,753 restricted share units.

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Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

A summary of stock options is provided below:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted average
​ |  | ​ |  | exercise price per share
​ | ​ | Number of options | ​ | in Canadian dollars (C$)
Balance September 30, 2023 |  | 3,957 | ​ | C$ | 4.49
Exercised | ​ | (519) | ​ | ​ | 1.50
Expired |  | (15) | ​ | ​ | 7.76
Forfeited |  | (3) | ​ | ​ | 8.48
Balance June 30, 2024 |  | 3,420 | ​ | C$ | 4.92
​ | ​ | ​ | ​ | ​ | ​
Balance September 30, 2024 |  | 3,402 | ​ | C$ | 4.91
Granted | ​ | 425 | ​ | ​ | 3.40
Expired |  | (49) | ​ |  | 6.98
Balance June 30, 2025 |  | 3,778 | ​ | C$ | 4.70

​

On June 30, 2025, the Company had approximately 3,280,000 vested stock options with a weighted average exercise price of C$4.74.

The fair value of the stock options granted during the nine months ended June 30, 2025 was C$3.40. The Company used the Black-Scholes option pricing model calculated using the following assumptions:

​

​ | ​ | ​ | ​ | ​
​ |  | Nine months | ​
​ | ​ | ended June 30, | ​
​ | ​ | 2025 | ​
Share price at grant date | ​ | ​ | C$3.40 | ​
Risk-free interest rate | ​ | ​ | 4.25% | ​
Expected volatility | ​ | ​ | 242.4% | ​
Expected life of option | ​ | ​ | 10 years | ​
Expected dividend yield | ​ | ​ | Nil | ​

​

A summary of restricted share units is provided below:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted average | ​
​ | ​ | ​ | ​ | grant-date price | ​
​ |  | Number |  | per share in |
​ | ​ | of units | ​ | Canadian dollars (C$) |
Balance September 30, 2023 |  | 1,034 | ​ | C$ | 8.34 | ​
Settled |  | (515) | ​ |  | 8.38 | ​
Balance June 30, 2024 |  | 519 | ​ | C$ | 8.30 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Balance September 30, 2024 |  | 519 | ​ | C$ | 8.30 | ​
Granted | ​ | 2,479 | ​ | ​ | 3.40 | ​
Settled |  | (415) | ​ |  | 8.30 | ​
Balance June 30, 2025 |  | 2,583 | ​ | C$ | 3.60 | ​

​

​

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Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

Stock-based compensation

For the three and nine months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months |  | Three Months |  | Nine months |  | Nine months
​ | ​ | Ended June 30, | ​ | Ended June 30, | ​ | Ended June 30, | ​ | Ended June 30,
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Restricted share units | ​ | $ | 1,809 | ​ | $ | 322 | ​ | $ | 2,141 | ​ | $ | 1,423
Stock options | ​ | ​ | 311 | ​ | ​ | 161 | ​ | ​ | 484 | ​ | ​ | 731
Stock-based compensation expense | ​ | $ | 2,120 | ​ | $ | 483 | ​ | $ | 2,625 | ​ | $ | 2,154

​

​

Unrecognized compensation expense related to nonvested shares of stock options and restricted share units was $4,490,000 as of June 30, 2025 and will be recognized over a weighted average vesting period of 0.6 years.

​

​

7. | Commitments and contingencies

From time to time, the Company is involved in various legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with clients and contractors, intellectual property disputes and other business matters. The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and if one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that period could be materially adversely affected.

​

The Company has received a civil investigative demand (“CID”) from the Department of Justice (“DOJ”) through the US Attorney’s Office for the Northern District of Georgia pursuant to the False Claims Act regarding an investigation concerning whether the Company may have caused the submission of false claims to government healthcare programs for CPAP equipment. The Company is cooperating with the investigation. The DOJ has not indicated to the Company whether it believes the Company engaged in any wrongdoing. No assurance can be given as to the timing or outcome of the DOJ’s investigation.

​

In April 2024, the Company received a subpoena from the SEC to provide certain documents related to the Company and the DOJ investigation, CID, and financial reporting and disclosure matters. The SEC concluded its investigation in November 2024 and, based on the information it had at such time, the SEC advised that it did not intend to recommend an enforcement action by it against the Company.

​

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Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

8. Operating expenses

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three months |  | Three months |  | Nine months |  | Nine months
​ | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30,
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Payroll and employee benefits | ​ | $ | 19,244 | ​ | $ | 19,547 | ​ | $ | 57,795 | ​ | $ | 58,724
Facilities | ​ |  | 1,418 | ​ |  | 1,441 | ​ |  | 4,206 | ​ |  | 4,199
Billing | ​ |  | 3,116 | ​ |  | 2,734 | ​ |  | 9,132 | ​ |  | 8,138
Professional fees | ​ |  | 1,979 | ​ |  | 1,496 | ​ |  | 4,990 | ​ |  | 4,482
Outbound freight | ​ |  | 1,405 | ​ |  | 1,383 | ​ |  | 4,129 | ​ |  | 4,115
Vehicle fuel and maintenance | ​ | ​ | 1,257 | ​ | ​ | 1,233 | ​ | ​ | 3,445 | ​ | ​ | 3,515
Bank and credit card fees | ​ | ​ | 649 | ​ | ​ | 560 | ​ | ​ | 1,727 | ​ | ​ | 1,540
Technology | ​ | ​ | 564 | ​ | ​ | 409 | ​ | ​ | 1,431 | ​ | ​ | 1,157
Insurance | ​ | ​ | 334 | ​ | ​ | 384 | ​ | ​ | 1,107 | ​ | ​ | 1,160
All other | ​ |  | 1,075 | ​ |  | 1,406 | ​ |  | 3,371 | ​ |  | 4,066
Total operating expenses | ​ | $ | 31,041 | ​ | $ | 30,593 | ​ | $ | 91,333 | ​ | $ | 91,096

​

​

f

​

9. Income taxes

​

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years and are measured using the current enacted tax rates expected to apply when the differences reverse. The Company considers all positive and negative evidence available to determine whether it is more likely than not that the tax benefit from utilization of the deferred tax assets will ultimately be realized. Based upon that evidence, the Company determined that only a portion of its deferred tax assets will be utilized in the future to offset taxable income generated by the reversal of its deferred tax liabilities, and a valuation allowance has been provided for the remaining deferred tax assets. The provision for income taxes was $35,000 and $99,000 for the three and nine months ended June 30, 2025, and $0 and $483,000 for the three and nine months ended June 30, 2024, respectively, and relates primarily to current state income taxes payable.

​

​

10. | Related party transactions

The Company (through indirect wholly owned subsidiaries) has six leases for office, warehouse, and retail space with a rental company affiliated with the Company’s Chief Executive Officer, the majority of which were entered into in 2015, prior to such subsidiaries being acquired by the Company and prior to the Chief Executive Officer joining the Company, five of which were renewed effective October 1, 2022. The leases have a combined area of 74,520 square feet. Lease payments under these leases were approximately $65,000 and $63,000 per month for the nine months ended June 30, 2025 and 2024, respectively, with increases on October 1 of each year equal to the greater of (i) the Consumer Price Index for All Urban Consumers (CPI-U), and (ii) 3%. One lease expires in June 2026 and the remaining five leases expire on September 30, 2029.

​

​

11. Subsequent event

​

On July 1, 2025, the Company, through one of its wholly-owned subsidiaries, acquired Mediserve Medical Equipment of Kingsport, Inc. (“Mediserve”). Mediserve operates in the same industry as the Company with locations in Tennessee and Virginia. The purchase price of approximately $2,600,000 consisted of approximately $2,450,000 in cash at closing and approximately $150,000 in holdback consideration payable to the sellers. The Company is in the process of gathering the

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Quipt Home Medical Corp.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

information needed to allocate the purchase price to the acquired tangible assets and currently estimates that the allocation will be approximately $850,000 of accounts receivable, $150,000 of inventory and $1,600,000 of property and equipment. The final allocation, including any intangible assets and goodwill, will be completed once the necessary information is obtained.

​

On July 4, 2025, the president of the United States signed into law Public Law No. 119-21 H.R.1, commonly known as the “One Big Beautiful Bill Act” ("OBBBA"). The OBBBA includes several significant provisions for corporations, including interest deductibility, research and experimentation expensing, and immediate deduction of capital expenditures. The Company is still evaluating the legislation and its impact on the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated interim financial statements and the accompanying notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described in Part I, Item 1A. "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended September 30, 2024.

The condensed consolidated financial statements as of and for the three and nine months ended June 30, 2025 and 2024 (the “consolidated financial statements”) of the Company were prepared in accordance with GAAP.

The consolidated financial statements, which are presented in US dollars, have been prepared under the historical cost convention, as modified by the measurement at fair values of certain financial assets and financial liabilities.

Loss of Foreign Private Issuer Status

As a result of more than 50% of the Company’s outstanding voting securities being held directly or indirectly by residents of the US as of March 31, 2024 and otherwise not qualifying for foreign private issuer status under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company ceased to be a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act, as of October 1, 2024. Accordingly, effective October 1, 2024, the Company was required to commence reporting on forms required by the Exchange Act of US domestic companies, such as periodic reports on Forms 10-K and 10-Q and current reports of Form 8-K and the US proxy rules. Any securities issued by the Company have become subject to certain rules and restrictions under the Securities Act of 1933, as amended (the “Securities Act”). More than 50% of the Company’s outstanding voting securities continue to be held directly or indirectly by residents of the US as of June 30, 2025. As disclosed in the risk factors discussed or referred to in the Company’s disclosure documents filed with the SEC and available at www.sec.gov, and with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca, compliance with the additional disclosure rules, compliance and timing requirements under the Securities Act, Exchange Act, and other applicable rules and regulations has resulted in increased expenses and require the Company’s management to devote substantial time and resources to comply with the new regulatory requirements.

The impact of becoming a domestic issuer under the US federal securities laws, reporting its condensed consolidated interim financial statements in accordance with GAAP as opposed to international financial reporting standards (“IFRS”), has been reflected commencing with the annual financial statements as of and for the years ended September 30, 2024 and 2023. The primary changes relative to what was previously reported for the three and nine months ended June 30, 2024 are as follows:

| - | A reduction of revenues by approximately $3,200,000 and $8,700,000, respectively, with a corresponding elimination of bad debt expense, with no change to net loss.

| - | A new caption in the condensed consolidated interim statement of income (loss) and the condensed consolidated interim statement of cash flows related to approximately $1,700,000 and $4,600,000, respectively, of right-of-use operating lease amortization and interest with a corresponding reduction in depreciation of approximately $1,400,000 and $3,700,000, respectively and interest expense of $300,000 and $900,000, respectively, with no change to net loss.

| - | A new caption for the loss on derivative liability – interest rate swap of approximately ($105,000) and $170,000, respectively, which changed net loss, and was previously reflected as other comprehensive loss.

​

Overview

Business objective

The growth in the number of elderly patients in the United States (US) healthcare market is creating pressure to provide more efficient delivery systems for products and services. Healthcare providers, such as hospitals, physicians, and pharmacies, are seeking partners that can offer a range of products and services that improve outcomes, reduce hospital

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readmissions, and help control costs. The Company seeks to fill this need by delivering a growing number of specialized products and services to achieve these goals. The Company seeks to provide an ever-expanding line of products and services over larger geographic regions within the US using several growth strategies. With over 130 offices, the Company employs more than 1,150 personnel in the US.

Future outlook

Our priorities for the year fiscal year ending September 30, 2025 and beyond are driving organic revenue growth, achieving operational net profit, generating positive cash flow, and expanding Adjusted EBITDA, a non-GAAP financial measure defined below. We are focused on expanding our presence in both existing and new markets and leveraging our scalable business platform to broaden our product offerings and service reach. To support these objectives, we continue to optimize our organizational structure, enhance operational efficiencies by reducing redundancies, and centralize back-office processes. These measures are streamlining operations, improving scalability, and positioning the business for sustainable long-term growth. Furthermore, we remain committed to exploring and pursuing all avenues to drive shareholder value.

​

​

Selected Quarterly and Interim Information ($ amounts in thousands, except per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of or for the |  | As of or for the |  | As of or for the |  | As of or for the |
​ | ​ | three months | ​ | three months | ​ | nine months | ​ | nine months | ​
​ | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30, | ​
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024 | ​
Number of patients serviced |  | ​ | 151,000 | ​ | ​ | 153,000 | ​ | ​ | 271,000 | ​ | ​ | 270,000 |
Number of equipment set-ups or deliveries |  | ​ | 210,000 | ​ | ​ | 216,000 | ​ | ​ | 635,000 | ​ | ​ | 642,000 |
Respiratory resupply set-ups or deliveries |  | ​ | 119,000 | ​ | ​ | 120,000 | ​ | ​ | 354,000 | ​ | ​ | 359,000 |
Adjusted EBITDA |  | $ | 13,683 | ​ | $ | 14,195 |  | $ | 41,022 | ​ | $ | 44,432 | ​
Net cash flow provided by operating activities | ​ | $ | 9,668 | ​ | $ | 10,509 | ​ | $ | 27,914 | ​ | $ | 25,404 | ​
Total revenue | ​ | $ | 58,289 | ​ | $ | 60,759 | ​ | $ | 177,046 | ​ | $ | 184,583 | ​
Net loss | ​ | $ | (3,025) | ​ | $ | (1,596) | ​ | $ | (7,151) | ​ | $ | (3,823) | ​
Net loss per share - basic | ​ | $ | (0.07) | ​ | $ | (0.04) | ​ | $ | (0.17) | ​ | $ | (0.09) | ​
Net loss per share - diluted | ​ | $ | (0.07) | ​ | $ | (0.04) | ​ | $ | (0.17) | ​ | $ | (0.09) | ​
Total assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 236,092 | ​ | $ | 249,784 | ​
Total long-term liabilities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 73,711 | ​ | $ | 76,051 | ​
Shareholders' equity |  | ​ | ​ | ​ | ​ | ​ |  | $ | 102,536 | ​ | $ | 109,801 | ​

​

​

Operating results

The fiscal year ended September 30, 2024 and the nine months ended June 30, 2025 presented us with a range of challenges that have impacted our financial performance for the three and nine months ended June 30, 2025 as compared to the three and nine months ended June 30, 2024. These challenges prevented us from achieving our target of 8% to 10% annualized organic growth.

The Medicare 75/25 blended rate (“Medicare 75/25”), which had been providing rate relief for certain geographies, was discontinued as of January 1, 2024‎. Medicare 75/25 was introduced in 2020. This rate adjustment, named after its 75%/25% allocation model, aimed to protect access to medical equipment products and services in non-rural, non-competitive bid areas by temporarily increasing Medicare reimbursement rates for providers serving those areas. This legislative action was designed to ensure that medical equipment suppliers could continue providing essential products and services. This blended rate was implemented to counter the decline in reimbursement rates experienced in the years prior to 2020. The discontinuance is still under legislative review, and Medicare 75/25 could return, but the cessation on January 1, 2024 had a negative impact ‎on our revenue and operating results.

During the fiscal year ended September 30, 2024, we also experienced the withdrawal of Medicare Advantage members due to a capitated agreement moving to other providers in the industry. Further, in November 2024, a disposable supply contract which the Company was a party to was not renewed.

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The Company uses Change Healthcare, a subsidiary of UnitedHealth Group, to submit patient claims to certain non-Medicare payors for payment. UnitedHealth Group announced that on February 21, 2024, Change Healthcare’s information technology systems were impacted by a cybersecurity incident ‎ (the “Change Healthcare Incident”)‎. This incident significantly impacted the healthcare industry and hindered the ability to process and bill claims in the three months ended March 31, 2024 and June 30, 2024, creating a reduction in our cash flow, including collections of claims not directly impacted by the‎ Change Healthcare Incident that were slowed by the diversion of normal collection efforts to address the Change Healthcare Incident.

The cumulative impact of these events on total revenue is estimated to be approximately $3,000,000 and $7,000,000 for the three and nine months ended June 30, 2025 compared to the three and nine months ended June 30, 2024, respectively.

Results of Operations

Three and nine months ended June 30, 2025 and 2024

The following table summarizes our results of operations for the three and nine months ended June 30, 2025 and 2024 (amounts in thousands, except per share amounts):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three months |  | Three months |  | Nine months |  | Nine months |
​ | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
Revenue | ​ | $ | 58,289 | ​ | $ | 60,759 | ​ | $ | 177,046 | ​ | $ | 184,583 | ​
Cost of inventory sold | ​ |  | 14,873 | ​ |  | 16,694 | ​ |  | 47,776 | ​ |  | 51,260 | ​
Operating expenses | ​ |  | 31,041 | ​ |  | 30,593 | ​ |  | 91,333 | ​ |  | 91,096 | ​
Depreciation | ​ |  | 9,758 | ​ |  | 9,573 | ​ |  | 29,061 | ​ |  | 28,474 | ​
Amortization of intangible assets | ​ |  | 1,481 | ​ |  | 1,519 | ​ |  | 4,548 | ​ |  | 4,570 | ​
Right-of-use operating lease amortization and interest | ​ | ​ | 1,585 | ​ | ​ | 1,660 | ​ | ​ | 4,753 | ​ | ​ | 4,612 | ​
Stock-based compensation | ​ |  | 2,120 | ​ |  | 483 | ​ |  | 2,625 | ​ |  | 2,154 | ​
Acquisition-related costs | ​ |  | 126 | ​ |  | 188 | ​ |  | 222 | ​ |  | 393 | ​
Gain on disposals of property and equipment | ​ |  | (872) | ​ |  | (51) | ​ |  | (896) | ​ |  | (51) | ​
Interest expense, net | ​ |  | 1,494 | ​ |  | 1,602 | ​ |  | 4,642 | ​ |  | 4,857 | ​
Change in fair value of derivative liability - interest rate swaps | ​ | ​ | 182 | ​ | ​ | (105) | ​ | ​ | (442) | ​ | ​ | 170 | ​
Loss (gain) on foreign currency transactions | ​ |  | (610) | ​ |  | 128 | ​ |  | 231 | ​ |  | 145 | ​
Share of loss in equity method investment | ​ | ​ | 101 | ​ | ​ | 71 | ​ | ​ | 245 | ​ | ​ | 243 | ​
Provision for income taxes | ​ |  | 35 | ​ |  | — | ​ |  | 99 | ​ |  | 483 | ​
Net loss | ​ | $ | (3,025) | ​ | $ | (1,596) | ​ | $ | (7,151) | ​ | $ | (3,823) | ​
Net loss per share | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Basic loss per share | ​ | $ | (0.07) | ​ | $ | (0.04) | ​ | $ | (0.17) | ​ | $ | (0.09) | ​
Diluted loss per share | ​ | $ | (0.07) | ​ | $ | (0.04) | ​ | $ | (0.17) | ​ | $ | (0.09) | ​

​

Revenue

For the three months ended June 30, 2025, revenue totaled $58,289,000, a decrease of $2,470,000, or 4.1%, from the three months ended June 30, 2024. This decrease is primarily due to a reduction of approximately $3,000,000 from the challenges discussed in Operating Results above, which was partially offset by gains in other areas.

For the nine months ended June 30, 2025, revenue totaled $177,046,000, a decrease of $7,537,000, or 4.1%, from the nine months ended June 30, 2024. This decrease is primarily due to a reduction of approximately $7,000,000 from the challenges discussed in Operating Results above.

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Cost of inventory sold

For the three months ended June 30, 2025, cost of inventory sold totaled $14,873,000, or 25.5% of revenue, and decreased from $16,694,000, or 27.5% of revenue, for the three months ended June 30, 2024. The decrease in dollars was due to the decline in revenue, with the percentage of revenue improving due to negotiated cost reductions with certain vendors during calendar 2025.

For the nine months ended June 30, 2025, cost of inventory sold totaled $47,776,000, or 27.0% of revenue, and decreased from $51,260,000, or 27.8% of revenue, for the nine months ended June 30, 2024. The decrease in dollars was due to the decline in revenue, with the percentage of revenue improving due to negotiated cost reductions with certain vendors during calendar 2025.

Operating expenses

For the three months ended June 30, 2025, operating expenses were $31,041,000, an increase of $448,000, or 1.5%, from $30,593,000 from the three months ended June 30, 2024, due primarily to a $585,000 increase in certain professional fees related to the CID, the loss of private issuer status, and proxy contests and other actions of activist shareholders. This was partially offset by a reduction in payroll expenses.

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For the nine months ended June 30, 2025, operating expenses were $91,333,000, an increase of 0.2% from $91,097,000 for the nine months ended June 30, 2024. Billing expense increased $994,000 related to the consolidation and integration of the Company’s billing systems, and certain professional fees related to the CID, the loss of private issuer status, proxy contests and other actions of activist shareholders, increased $880,000. These were mostly offset by a reduction in payroll expenses of $929,000 from reduced headcount and incentive compensation, and all other expenses of $696,000 from controls on discretionary spending such as marketing and travel.

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Right-of-use operating lease amortization and interest

For the three months ended June 30, 2025, right-of-use operating lease amortization and interest expense decreased by $75,000 to $1,585,000 as compared to $1,660,000 for the three months ended June 30, 2024, due to the timing of lease renewals.

For the nine months ended June 30, 2025, right-of-use operating lease amortization and interest expense increased by $141,000 to $4,753,000 as compared to $4,612,000 for the nine months ended June 30, 2024, due to the timing of lease renewals.

Depreciation expense

Depreciation expense increased 1.9% to $9,758,000 for the three months ended June 30, 2025 compared to $9,573,000 for the three months ended June 30, 2024 due to the increase in the additions to property and equipment, specifically rental equipment.

Depreciation expense increased 2.1% to $29,061,000 for the nine months ended June 30, 2025 compared to $28,474,000 for the nine months ended June 30, 2024 due to the increase in additions to property and equipment, specifically rental equipment.

Stock-based compensation

Stock-based compensation increased to $2,120,000 for the three months ended June 30, 2025 from $483,000 for the three months ended June 30, 2024, due to the share-based long-term incentives granted in March 2025.

Stock-based compensation increased to $2,625,000 for the nine months ended June 30, 2025 from $2,154,000 for the nine months ended June 30, 2024, due to the share-based long-term incentives granted in March 2025.

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Gains on disposal of property and equipment

Gain on disposals of property and equipment increased to $872,000 for the three months ended June 30, 2025 from $51,000 for the three months ended June 30, 2024, primarily as a result of proceeds received from the return of recalled ventilators to the manufacturer.

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Gain on disposals of property and equipment increased to $896,000 for the nine months ended June 30, 2025 from $51,000 for the nine months ended June 30, 2024, primarily as a result of proceeds received from the return of recalled ventilators to the manufacturer.

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Interest expense, net

Interest expense, net for the three months ended June 30, 2025 decreased $108,000 to $1,494,000 from $1,602,000 for the three months ended June 30, 2024, due to lower interest rates on the senior credit facility, including the benefit of swaps entered into in September 2024 and lower average equipment loan balances.

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Interest expense, net for the nine months ended June 30, 2025 decreased $215,000 to $4,642,000 from $4,857,000 for the nine months ended June 30, 2024, due to lower interest rates on the senior credit facility, including the benefit of swaps entered into in September 2024 and lower average equipment loan balances.

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Change in fair value of derivative liability – interest rate swaps

​

The change in fair value of derivative liability - interest rate swap for the three months ended June 30, 2025 was a loss of $182,000 as compared to a gain of $105,000 for the three months ended June 30, 2024. The fair value of the swap has been volatile due to varying expectations of timing and degree of interest rate changes.

​

The change in fair value of derivative liability - interest rate swap for the nine months ended June 30, 2025 was a gain of $442,000 as compared to a loss of $170,000 for the nine months ended June 30, 2024. The fair value of the swap has been volatile due to varying expectations of timing and degree of interest rate changes.

​

Loss (gain) on foreign currency transactions

​

The loss (gain) on foreign currency transactions is primarily related to cash that is translated into US dollars at the foreign currency spot rate as of each reporting date, with changes in the exchange rates recognized in profit or loss. During the three months ended June 30, 2025, the exchange rate for Canadian dollars to US dollars increased from 0.696 to 0.731, resulting in a gain of $610,000. During the three months ended June 30, 2024, the exchange rate for Canadian dollars to US dollars decreased from 0.756 to 0.730, resulting in a loss of $128,000.

​

During the nine months ended June 30, 2025, the exchange rate for Canadian dollars to US dollars decreased from 0.741 to 0.731, resulting in a loss of $231,000. During the nine months ended June 30, 2024, the exchange rate for Canadian dollars to US dollars decreased from 0.740 to 0.730, resulting in a loss of $145,000.

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Net loss

​

Net loss for the three months ended June 30, 2025 increased to $3,025,000 from $1,596,000 for the three months ended June 30, 2024 for the reasons listed above.

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Net loss for the nine months ended June 30, 2025 increased to $7,151,000 from $3,823,000 for the nine months ended June 30, 2024 for the reasons listed above.

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Non-GAAP financial measure

​

Adjusted EBITDA

​

Throughout this MD&A, references are made to “Adjusted EBITDA,” which is a non-GAAP financial measure that does not have standardized meaning prescribed by GAAP. We believe this non-GAAP financial measure is meaningful in the

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assessment of the Company’s performance. This metric is a non-standard measure under GAAP and may not be identical or comparable to similar measures reported or used by other companies. Readers are cautioned that the disclosure of this item is meant to add to, and not replace, the discussion of financial results as determined in accordance with GAAP. The primary purpose of this non-GAAP measure is to provide supplemental information that may prove useful to investors who wish to consider the impact of certain non-cash or unusual items on the Company’s operating performance. Management uses both GAAP and non-GAAP measures when planning, monitoring, and evaluating the Company’s performance.

Adjusted EBITDA is defined as net loss, adjusted for net interest expense, depreciation and amortization expense, right-of-use operating lease amortization and interest, provision for income taxes, professional fees related to the CID, loss of foreign private issuer status, and proxy contests and other actions of activist shareholders, stock-based compensation, acquisition-related costs, loss (gain) on foreign currency transactions, change in fair value of derivative liability – interest rate swaps, (gain) loss on disposal of property and equipment, and share of loss in equity method investment. Adjusted EBITDA is a non-GAAP measure that the Company uses as an indicator of financial health and excludes ‎several items which may be useful in the consideration of the financial condition of the Company.

Set forth below are descriptions of the material financial items that have been excluded from net loss to calculate Adjusted EBITDA and the material limitations associated with using this non-GAAP financial measure.

| ● | The amount of interest expense we incur or interest income we generate, including right-of-use interest expense, may be useful for investors to consider and may result in current cash inflows or outflows. However, we do not consider the amount of net interest expense to be a representative component of the day-to-day operating performance of our business.

| ● | Depreciation and amortization expense, including right-of-use amortization, may be useful for investors to consider because they generally represent the wear and tear on our property and equipment used in our operations and amortization of intangibles valued in acquisitions. However, we do not believe these charges necessarily reflect the current and ongoing cash charges related to our business.

| ● | Provision for income taxes may be useful for investors to consider because it generally represents the taxes which may be payable for the period and may reduce the amount of funds otherwise available for use. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business.

| ● | We do not consider certain professional fees, including those related to the CID, the loss of private issuer status, and proxy contests and other actions of activist shareholders, to be representative components of the day-to-day operating performance of our business.

| ● | Stock-based compensation expense may be useful for investors to consider because it is a component of compensation received by the Company’s directors, officers, employees, and consultants. However, stock-based compensation is being added back because it is non-cash and because the decisions which gave rise to these expenses were not made to increase revenue in a particular period, but rather were made for the Company’s long-term benefit over multiple periods.

| ● | Acquisition-related costs may be useful for the investors to consider because they are professional fees directly related to pursuing and completing various acquisitions. While the costs are expected to be recurring if the Company continues to make acquisitions, they are generally incurred prior to the inclusion of such acquisitions in the consolidated revenues of the Company.

| ● | The change in fair value of derivative liability – interest rate swaps and the share of loss in equity method investment are added back because it is non-cash in the period of change in the fair value.

| ● | The gain on disposals of property and equipment is excluded because they are a recapture of previously depreciated property and equipment.

| ● | The loss (gain) on foreign currency transactions is excluded because they are not a representative component of our day-to-day operations.

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The following table is a reconciliation of GAAP net loss to Adjusted EBITDA for the indicated periods‎ (amounts in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three |  | Three |  | Nine |  | Nine |
​ | ​ | months | ​ | months | ​ | months | ​ | months | ​
​ | ​ | ended June | ​ | ended June | ​ | ended June | ​ | ended June | ​
​ | ​ | 30, 2025 | ​ | 30, 2024 | ​ | 30, 2025 | ​ | 30, 2024 | ​
Net loss | ​ | $ | (3,025) | ​ | $ | (1,596) | ​ | $ | (7,151) | ​ | $ | (3,823) | ​
Add back: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Depreciation and amortization | ​ |  | 11,239 | ​ |  | 11,092 | ​ |  | 33,609 | ​ |  | 33,044 | ​
Interest expense, net | ​ |  | 1,494 | ​ |  | 1,602 | ​ |  | 4,642 | ​ |  | 4,857 | ​
Right-of-use operating lease amortization and interest | ​ | ​ | 1,585 | ​ | ​ | 1,660 | ​ | ​ | 4,753 | ​ | ​ | 4,612 | ​
Provision for income taxes | ​ |  | 35 | ​ |  | — | ​ |  | 99 | ​ |  | 483 | ​
Professional fees | ​ | ​ | 1,308 | ​ | ​ | 723 | ​ | ​ | 3,085 | ​ | ​ | 2,205 | ​
Stock-based compensation | ​ |  | 2,120 | ​ |  | 483 | ​ |  | 2,625 | ​ |  | 2,154 | ​
Acquisition-related costs | ​ |  | 126 | ​ |  | 188 | ​ |  | 222 | ​ |  | 393 | ​
Change in fair value of derivative liability - interest rate swaps | ​ | ​ | 182 | ​ | ​ | (105) | ​ | ​ | (442) | ​ | ​ | 170 | ​
Gain on disposals of property and equipment | ​ | ​ | (872) | ​ | ​ | (51) | ​ | ​ | (896) | ​ | ​ | (51) | ​
Loss (gain) on foreign currency transactions | ​ |  | (610) | ​ |  | 128 | ​ |  | 231 | ​ |  | 145 | ​
Share of loss in equity method investment | ​ | ​ | 101 | ​ | ​ | 71 | ​ | ​ | 245 | ​ | ​ | 243 | ​
Adjusted EBITDA | ​ | $ | 13,683 | ​ | $ | 14,195 | ​ | $ | 41,022 | ​ | $ | 44,432 | ​

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Financial Position

The following table summarizes the Company’s financial position as of June 30, 2025 and September 30, 2024 (amounts in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of | ​ | As of
​ | ​ | June 30, 2025 | ​ | September 30, 2024
Cash | ​ | $ | 11,250 | ​ | $ | 16,174
Accounts receivable, inventory, and prepaid and other current assets | ​ |  | 57,436 | ​ |  | 56,880
Property and equipment, net | ​ |  | 36,427 | ​ |  | 37,385
Right-of-use assets, net | ​ | ​ | 15,427 | ​ | ​ | 16,475
Goodwill, intangible assets, and other non-current assets | ​ |  | 115,552 | ​ |  | 120,334
Total assets | ​ | $ | 236,092 | ​ | $ | 247,248
Accounts payable and other current liabilities | ​ | $ | 59,845 | ​ | $ | 60,850
Long-term debt and other long-term liabilities | ​ |  | 73,711 | ​ |  | 79,207
Total liabilities | ​ |  | 133,556 | ​ |  | 140,057
Shareholders’ equity | ​ |  | 102,536 | ​ |  | 107,191
Total liabilities and shareholders’ equity | ​ | $ | 236,092 | ​ | $ | 247,248

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Liquidity and Capital Resources

The Company’s primary source of liquidity is cash on hand and its line of credit availability. As of June 30, 2025, the Company had cash on hand of $11,250,000 and revolving credit availability under the Facility, defined in the “Notes to Condensed Consolidated Interim Financial Statements, Note 5, Long-term debt, Senior credit facility,” of $14,300,000. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have enough liquidity to meet its liabilities when due. The Company will do so by continuously monitoring actual and expected cash flows and monitoring financial market conditions for signs of weakness. The Company faces minimal liquidity risk in its current financial obligations as they become due and payable. We believe that our current sources of liquidity will be sufficient to fund our operations, including expected capital expenditures, for the next twelve months.

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Cash Flows

The following is a summary of the Company’s unaudited cash flows for the following periods (in thousands):

​ | ​ | ​ | ​ | ​ | ​
​ | Nine months |  | Nine months
​ | ended June 30, | ​ | ended June 30,
​ | 2025 | ​ | 2024
Net cash flow provided by operating activities | $ | 27,914 | ​ | $ | 25,404
Net cash flow used in investing activities |  | (9,611) | ​ | ​ | (6,950)
Net cash flow used in financing activities |  | (22,997) | ​ | ​ | (21,115)
Effect of exchange rate changes on cash held in foreign currencies | ​ | (230) | ​ | ​ | (145)
Net increase (decrease) in cash | $ | (4,924) | ​ | $ | (2,806)

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Operating Activities

Net cash flow provided by operating activities was $27,914,000 for the nine months ended June 30, 2025, an increase of $2,510,000 from $25,404,000 for the nine months ended June 30, 2024. For the nine months ended June 30, 2025, the change in working capital improved $6,482,000 to a use of cash flows of ($941,000) for the nine months ended June 30, 2025 as compared to a use of cash flows of ($7,423,000) for the nine months ended June 30, 2024, due primarily to the nine months ended June 30, 2024 being negatively impacted by the Change Healthcare Incident. This was partially offset by an increase in the net loss by $3,328,000 and the variance in the gain on disposals of property and equipment of $845,000.

Investing Activities

Net cash flow used in investing activities was $9,611,000 for the nine months ended June 30, 2025, an increase of $2,661,000 from $6,950,000 for the nine months ended June 30, 2024, due to an increase in purchases of property and equipment. This was primarily comprised of the cash portion of rental equipment transferred from inventory increasing by $3,893,000 to $8,949,000 for the nine months ended June 30, 2025 from $5,056,000 for the nine months ended June 30, 2024. The cash portion of rental equipment transferred from inventory was higher due to a reduction in additions to equipment loans. This was partially offset by the increase in proceeds from the disposals of property and equipment of $807,000.

Financing Activities

Net cash flow used in financing activities was $22,997,000 for the nine months ended June 30, 2025, an increase of $1,882,000 from $21,115,000 for the nine months ended June 30, 2024. This was primarily due to the change in the cash flow from net borrowings on the revolving credit facility of $3,511,000, to an outflow of $623,000 for the nine months ended June 30, 2025 from an inflow of $2,888,000 for the nine months ended June 30, 2024. This was partially offset by lower equipment loan repayments of $1,814,000.

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Capital management

The Company considers its capital to be shareholders’ equity, which totaled $102,536,000 on June 30, 2025, and the Facility, which totaled a principal amount of $64,954,000 at June 30, 2025.

The Company raises capital, as necessary, to meet its needs such as funding its working capital requirements and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily raised through credit facilities and other long-term debt arrangements, and the issuance of common shares. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable.

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The Company had the following equity instruments outstanding at June 30, 2025 and September 30, 2024 (in thousands of shares):

​ | ​ | ​ | ​ | ​
​ |  | As of |  | As of
​ | ​ | June 30, 2025 | ​ | September 30, 2024
​ | ​ | (000’s) | ​ | (000’s)
Common shares |  | 43,444 | ​ | 43,091
Options |  | 3,778 | ​ | 3,402
Restricted share units |  | 2,583 | ​ | 519

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The outstanding shares as of August 8, 2025 are 43,443,972 common shares.

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Contractual Commitments and Obligations

The following table summarizes the Company’s contractual commitments and obligations as of June 30, 2025 (in thousands), which are primarily for debt, vehicle finance leases, real estate operating leases, and accounts payable.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Less than |  | 1-3 |  | 3-5 |  | After 5 |
​ | ​ | Total | ​ | 1 year | ​ | Years | ​ | Years | ​ | Years | ​
Debt | ​ | $ | 76,550 | ​ | $ | 13,975 | ​ | $ | 62,575 | ​ | $ | — | ​ | $ | — | ​
Operating leases | ​ | ​ | 16,188 | ​ | ​ | 5,449 | ​ | ​ | 7,103 | ​ | ​ | 2,924 | ​ | ​ | 712 | ​
Finance leases | ​ | ​ | 3,032 | ​ | ​ | 1,235 | ​ | ​ | 1,517 | ​ | ​ | 280 | ​ | ​ | — | ​
Other obligations | ​ | ​ | 32,717 | ​ | ​ | 32,717 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
Total contractual obligations | ​ | $ | 128,487 | ​ | $ | 53,376 | ​ | $ | 71,195 | ​ | $ | 3,204 | ​ | $ | 712 | ​

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Critical Accounting Principles and Estimates

​

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. Actual results could differ from those estimates.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to financial risks of varying degrees of significance which would affect its ability to achieve its strategic objectives for growth: market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. These risks arise from the normal course of operations and all transactions are undertaken to support the Company’s ability to continue as a going concern. Risk management is carried out by management under policies approved by the Board. The Company’s overall risk management program seeks to minimize potential adverse effects on the Company’s financial performance.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk are primarily cash and accounts receivable. Substantially all of the Company’s cash is maintained with three major financial institutions, one of which is the administrative agent for the Company’s Facility. At times, the cash in the financial institutions is in excess of the amount insured by the Federal Deposit Insurance Corporation. Substantially all accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, and directly from patients. Receivables generally are collected within industry norms. The Company

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continuously monitors collections from its clients and maintains a reserve for expected losses based upon historical experience and any specific payor collection issues that are identified.

As of June 30, 2025, the Company has 17% of its accounts receivable with Medicare. As this is a US government program, we believe there is little credit risk associated with these balances. No other customer represented more than 10% of outstanding accounts receivable.

Currency risk

Currency risk is the risk that the Company will be subject to foreign currency fluctuations in its cash balances denominated in foreign currencies. All of the Company’s sales and inventory sold and almost all of the Company’s operating expenses are in US dollars. Cash is maintained in both US dollars and Canadian dollars. Consequently, the Company is exposed to foreign exchange fluctuations. The Company will continue to maintain cash balances in both US and Canadian dollars, but management anticipates that it will not purchase any securities or financial instruments to speculate on currency fluctuations or engage in any currency hedging programs.

The Company holds significant cash in Canadian dollars and monitors foreign exchange rates. During the nine months ended June 30, 2025, the Company recognized a foreign currency loss of approximately $231,000, due to unfavorable movements in the exchange rates. The Company has not employed any foreign currency hedging programs, but could, from time to time, authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations. Based on the exposure of Canadian cash at June 30, 2025, depreciation or appreciation of the Canadian dollar against the US dollar could result in a significant effect on net income or loss.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate on the credit facility has a variable rate that can be fixed for a maximum of six months. During the year ended September 30, 2024, the Company entered into interest rate swap agreements whereby $59,000,000 of principal will receive a fixed rate. With $66,012,000 of borrowings on this facility at June 30, 2025, $7,012,000 is subject to interest rate risk. Each 1% increase would result in an additional $70,120 of annual interest expense. The interest on the Company’s other debt is either imputed or has a fixed rate and is not subject to cash flow interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) are designed to provide reasonable assurance that (i) information required to be disclosed by the Company in reports that it files or submits to the Canadian securities regulatory authorities or the SEC, as applicable, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in the Company’s reports filed with the Canadian securities regulatory authorities or the SEC, as applicable, is accumulated and communicated to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.

As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

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Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2025, there have been no changes in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding certain legal proceedings is provided in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Interim Financial Statements, Note 7. Commitments and Contingencies.”

Item 1A. Risk Factors

Our business, financial condition, and operating results are affected by a number of factors, whether they are currently known or unknown, including risks specific to us or our industry, as well as risks that affect businesses in general. In addition to the information and risk factors set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 16, 2024. The risks disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows, or results of operations and thus our share price. Other than the risk factors set forth below, we believe there have been no material changes in our risk factors from those disclosed in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. Because of such risk factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Political and economic conditions, including significant global or regional developments such as economic and political events, including the implementation of tariffs, natural disasters, and public health crises that are out of Quipt’s control, could adversely affect its revenue, financial condition, and results of operations.

Quipt’s business can be affected by a number of factors that are beyond its control, such as general geopolitical, economic, and business conditions, including slower economic growth, disruptions in financial markets, economic downturns in the form of either contained or widespread recessionary conditions, inflation, elevated unemployment levels, sluggish or uneven economic recovery, government actions impacting trade agreements, including the imposition of trade restrictions such as tariffs and retaliatory counter measures, government deficit reduction, tax legislation increasing the federal corporate income tax rates, natural and other disasters, public health crises affecting the operations of Quipt or its customers or suppliers, staffing shortages, product shortages, and disruptions in delivery systems.

We source our products from vendors who may manufacture or import our products from various countries. The US government recently announced tariffs on product imports from certain countries, including higher tariff levels on those imported from Canada, Mexico, and China. These actions have resulted, and are expected to further result, in retaliatory measures on US goods by those countries and others. If maintained, these recently announced tariffs, and the potential escalation of trade disputes could pose a risk to our business that could affect our revenue and cost of sourcing materials. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and are expected to be impacted by various factors, such as negotiations between the US and affected countries, the responses of other countries or regions, exemptions or exclusions that already exist or may be granted, availability and cost of alternative sources of our products, and our ability to offset the effects of any tariffs that might be imposed. Specific legislative and regulatory proposals may be introduced to change international trade law, regulations, or interpretations

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thereof (possibly with retroactive effect) of various jurisdictions or limit trade relief benefits that, if enacted, could materially increase the cost of our goods, increase our effective tax rate, or have a material adverse impact on our financial condition and results of operation. We cannot predict whether our own or industry initiatives to maintain, extend, or create tariff relief for our products will be successful. We also cannot predict the effect, if any, of the imposition of new or increased tariffs by one country and retaliatory responses by other countries who are trade partners. It is possible that these changes could adversely affect our business beyond the resilience of our current supply chain. Further, actions we take to adapt to new tariffs or trade restrictions may increase our costs or risks or may cause us to modify our operations, which could be time-consuming and expensive; impact pricing of our products, which could impact our sales, profitability, and our reputation; or cause us to forgo new business opportunities.

We continue to monitor the worsening macroeconomic conditions. Turmoil in the financial markets, including in the capital and credit markets, and any uncertainty over its breadth, depth, and duration may put pressure on the global economy and could have a negative effect on Quipt’s business. The shortage of liquidity and credit combined with substantial losses in worldwide equity markets could cause an economic recession in the US or worldwide. If global financial markets experience extreme disruption, governments may take unprecedented actions intended to address extreme market conditions that may include severely restricted credit and declines in real estate values. If conditions in the global economy, US economy, or other key vertical or geographic markets are weak or uncertain, Quipt could experience material adverse impacts on its revenue, financial condition, and results of operations.

We are subject to risks associated with proxy contests and other actions of activist shareholders.

Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, increased borrowings, special dividends, share repurchases or even sales of assets or entire companies to third parties or the activists themselves. On January 25, 2025, we received a letter pursuant to Rule 14a-19(b) under the Exchange Act (“Rule 14a-19(b)”) from Philotimo Fund, LP, an entity affiliated with Kanen Wealth Management, LLC and David L. Kanen (the “Purported Nominating Shareholder”) purporting to provide notice (the “14a-19(b) Notice”) of such Purported Nominating Shareholder’s intent to solicit proxies in support of four director candidates to the Company’s Board of Directors (the “Board”) in opposition to the Company’s four director candidates to the Board at our at our 2025 Annual General Meeting of Shareholders scheduled to be held on March 17, 2025 and any special meeting that may be called on or before December 31, 2025 (including any adjournments, rescheduling, continuations or postponements thereof, collectively, the “Meeting). On March 3, 2025, the Company entered into a Cooperation Agreement (the “Kanen Agreement”) with the Purported Nominating Shareholder pursuant to which it agreed to vote all of the common shares of the Company and any other securities of the Company entitled to vote that are beneficially owned by the Purposed Nominating Shareholder and/or over which it has control or ‎direction, in favor of each director nominated and recommended by the Board. Pursuant to the Kanen Agreement, Kanen has withdrawn its 14a-19(b) Notice, in which Kanen provided notice to the Company of its intent to solicit proxies for four director candidates at the Meeting and to cease any and all solicitation and other activities in connection with the Meeting. Each of the four nominees recommended by the Board received the necessary votes to hold office until the next annual meeting of the shareholders of the Company.

The Purported Nominating Shareholder has also agreed to certain customary standstill provisions prohibiting it from, among other things, (a) soliciting proxies; (b) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Company, subject to limited exceptions; and (c) taking actions to change or influence the Board, management or the direction of certain Company matters; in each case as further described in the Kanen Agreement.

On February 1, 2025, we entered into a Non-Disclosure and Standstill Agreement (the “Forager Agreement”) with Forager Fund, L.P. (“Forager Fund”) and Forager Capital Management, LLC (“Forager Capital”, and together with Forager Fund, “Forager”). The Forager Agreement provides for customary terms related to the non-solicitation of our officers and employees and the non-disclosure and use of confidential information of the Company (“Confidentiality”). The Forager Agreement also provides that Forager, and other representatives of Forager will, for a period of six months after the date of the Forager Agreement, not directly or indirectly acquire (or propose or agree to acquire), by purchase or otherwise, any equity securities or assets of the Company, or rights or options to acquire interests in any of the Company’s equity securities or assets (the “Standstill”) without the prior advance approval in writing by the Board.

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In addition to the Confidentiality and Standstill provisions, at the Meeting, Forager has agreed to (i) be represented in person or by proxy or otherwise cause all common shares (the “Common Shares”) that are beneficially owned by Forager and/or its subsidiaries and affiliates (collectively, the “Investor Group”), or in which the Investor Group exercises control or direction over, to be counted as present for purposes of establishing a quorum at the Meeting, (ii) vote, or cause to be voted, all Common Shares that the Investor Group beneficially owns or exercises control or direction over on the Company’s proxy or voting instruction form in favor of (A) each of the directors nominated by the Board and recommended by the Board for election to the Board (and not in favor of any other nominees for election to the Board), and (B) each other matter or proposal recommended for shareholder approval by the Board, and (iii) not execute any proxy or voting instruction form in respect of the Meeting other than the proxy or voting instruction form being solicited by or on behalf of management of the Company.

Despite the agreements in place with these shareholders, proxy contests, or related activities on the part of activist shareholders could adversely affect our business for a number of reasons, including, without limitation, the following:

| ● | responding to proxy contests and other actions by activist shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of our Board, management and our employees;

| ● | perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel, business partners, customers and others important to our success, any of which could negatively affect our business and our results of operations and financial condition;

| ● | actions by activist shareholders may be exploited by our competitors, cause concern to our current or potential customers and make it more difficult to attract and retain qualified personnel;

| ● | if nominees advanced by activist shareholders are elected or appointed to our Board with a specific agenda, it may adversely affect our ability to effectively and timely implement our strategic plans or to realize long-term value from our assets, and this could in turn have an adverse effect on our business and on our results of operations and financial condition; and

| ● | proxy contests may cause our share price to experience periods of volatility.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The following table summarizes our purchases of common stock for the three months ended June 30, 2025:

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​ |  | ​ | ​ |  | Average Price |  | Total Number of Shares |  | Maximum Number of Shares
​ | ​ | Total Number | ​ | Paid per Share | ​ | Purchased as Part of | ​ | that May Yet Be Purchased
Period | ​ | Of Shares Purchased | ​ | (USD) | ​ | Publicly Announced Programs | ​ | Under the Programs
April 1 - 30, 2025 | ​ | ​ | 62,800 | ​ | $ | 2.06 | ​ | ​ | 62,800 | ​ | ​ | —
May 1 - 31, 2025 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
June 1 - 30, 2025 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Total | ​ | ​ | 62,800 | ​ | $ | 2.06 | ​ | ​ | 62,800 | ​ | ​ | —

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On May 6, 2024, the Company implemented a share repurchase program pursuant to which the Company was authorized to purchase for cancellation up to 3,626,845 common shares from time to time in accordance with applicable securities laws, ‎representing approximately 10% of the Company’s public float (as defined by the TSX) as of such date. The repurchase program did not obligate the Company to acquire a specified number of shares and automatically terminated on April 30‎, 2025. During the three months ended June 30, 2025, the Company repurchased 62,800 shares under the repurchase program for approximately $129,000, which represents the entirety of the repurchases under this program.

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Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Plans

During the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Exchange Act).

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Item 6. Exhibits

See Exhibit Index.

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EXHIBIT INDEX

​ ​ |  |
Exhibit No. |  | Description
| ​ |
3.1+ | ​ | Notice of Articles (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on December 16, 2024)
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3.2 | ​ | Articles (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on December 16, 2024)
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10.1+ | ​ | Cooperation Agreement dated March 3, 2025, by and between Quipt Home Medical Corp. and David L. Kanen, Philotimo Fund, LP and Kanen Wealth Management, LLC. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 4, 2025)
​ 31.1 | ​ | ​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2 | ​ | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| ​ |
32* | ​ | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| ​ |
101.INS | ​ | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
| ​ |
101.SCH | ​ | Inline XBRL Taxonomy Extension Schema Document
| ​ |
101.CAL | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase Document
| ​ |
101.DEF | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document
| ​ |
101.LAB | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document
| ​ |
101.PRE | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104 | ​ | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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*  These certifications are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Quipt Home Medical Corp. specifically incorporates them by reference.

+ Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

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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 thereunto duly authorized.

Date: August 11, 2025

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​ | QUIPT HOME MEDICAL CORP.
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​ | By: | /s/ Gregory Crawford
​ | Name: | Gregory Crawford
​ | Title: | President, Chief Executive Officer, and Chairman of the Board of Directors
​ | ​ | (Principal Executive Officer)
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​ | By: | /s/ Hardik Mehta
​ | Name: | Hardik Mehta
​ | Title: | Chief Financial Officer
​ | ​ | (Principal Financial Officer)
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