QUIPT HOME MEDICAL CORP.
1019 Town Drive
Wilder, Kentucky 41076
SUPPLEMENT NO. 1 TO
MANAGEMENT INFORMATION AND PROXY CIRCULAR
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
QUIPT HOME MEDICAL CORP.
TO BE HELD ON MARCH 17, 2025
This Supplement No. 1 (this “Supplement”), dated January 29, 2025, supplements, and, to the extent inconsistent, supersedes the Management Information and Proxy Circular (the “Circular”), filed by Quipt Home Medical Corp. (the “Corporation”) with the U.S. Securities and Exchange Commission (the “SEC”) and on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com on January 24, 2025 and furnished to Shareholders in connection with the solicitation by management of the Corporation of proxies to be used at the annual general meeting of the holders of common shares of the Corporation to be held on March 17, 2025 at 10:00 a.m. (ET) at the Hampton Inn & Suites, 975 University Parkway, Sarasota, Florida 34243 (including any adjournments, reschedulings, continuations or postponements thereof, the “Meeting”).
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE CIRCULAR, WHICH CONTAINS IMPORTANT ADDITIONAL INFORMATION. Except as to the matters specifically discussed herein, this Supplement does not otherwise modify or update any information or disclosure contained in the Circular. Capitalized terms used but not otherwise defined in this Supplement shall have the meanings assigned to such terms in the Circular. This Supplement is first being sent or given to the Shareholders on January 29, 2025.
RECENT DEVELOPMENTS
Supplemental Information Regarding the Voting of Proxies
On January 25, 2025, the Corporation 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 Corporation’s Board of Directors (the “Board”) in opposition to the Corporation’s four director candidates to the Board. In addition to satisfying the SEC’s universal proxy rules, the Purported Nominating Shareholder must also comply with the advance notice requirements under the Articles (the “Advance Notice Policy”) in order to nominate a candidate for election to the Board. The Advance Notice Policy provides that a Shareholder seeking to nominate a candidate for election as a director at any annual meeting of Shareholders must, among other things, give timely and compliant notice thereof in proper written form to the Corporation’s Corporate Secretary.
The 14a-19(b) Notice did not include the information required under the Advance Notice Policy, and the Corporation has not, as of this date, received a supplement to the 14a-19(b) Notice providing the information required under the Advance Notice Policy. Unless the Corporation receives timely, valid and compliant notice under Rule 14a-19(b) and the Advance Notice Policy, and the Purported Nominating Shareholder otherwise complies with Rule 14a-19 under the Exchange Act (“Rule 14a-19”), any director nominations made by the Purported Nominating Shareholder will not be recognized. Therefore, at this time, the Corporation will not include the names of the Purported Nominating Shareholder’s purported nominees on a “universal proxy card.” If you are a registered Shareholder and are unable to attend the Meeting, please date and execute the proxy for the Meeting and deposit it with Computershare Investor Services Inc. by (i) mail, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, (ii) telephone by entering the fifteen digit control number (as found on the Notice of Meeting) at 1 (866) 732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.), or (iii) online by entering the fifteen digit control number (as found on the Notice of Meeting) at www.investorvote.com, before 10:00 a.m. (ET) on March 13, 2025, or no later than forty-eight hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting. A non-registered Shareholder should follow the instructions included on the voting instruction form provided by his/her/its Intermediary.