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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Quipt Home Medical Corp. (Name of Issuer) |
Common Shares, without Par Value (Title of Class of Securities) |
74880P104 (CUSIP Number) |
MR. DAVID L. KANEN KANEN WEALTH MANAGEMENT, LLC, 6810 Lyons Technology Circle, Suite 160 Coconut Creek, FL, 33073 631-863-3100 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Philotimo Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
801,854.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Philotimo Focused Growth & Income Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,655,011.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Kanen Wealth Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,544,084.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 74880P104 |
| 1 |
Name of reporting person
Kanen David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,547,884.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, without Par Value |
| (b) | Name of Issuer:
Quipt Home Medical Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
1019 TOWN DRIVE, WILDER,
KENTUCKY
, 41076. |
| Item 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended and restated to read as follows:
This statement is filed by:
(i) Philotimo Fund, LP, a Delaware limited partnership ("Philotimo"), with respect to the Shares directly and beneficially owned by it;
(ii) Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory trust ("PHLOX"), with respect to the Shares directly and beneficially owned by it;
(iii) Kanen Wealth Management, LLC, a Florida limited liability company ("KWM"), as the general partner of Philotimo, the investment manager of PHLOX and certain separately managed accounts (the "Managed Accounts"); and
(iv) David L. Kanen, as the managing member of KWM.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 of the Schedule 13D filed with the Securities Exchange Commission on January 10, 2025. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 801,854 Shares beneficially owned by Philotimo is approximately $2,178,768, including brokerage commissions. The aggregate purchase price of the 1,655,011 Shares beneficially owned by PHLOX is approximately $4,604,846, including brokerage commissions. The aggregate purchase price of the 87,219 Shares held in the Managed Accounts is approximately $258,091, including brokerage commissions. The aggregate purchase price of the 3,800 Shares beneficially owned by Mr. Kanen is approximately $11,246, including brokerage commissions. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On January 25, 2025, Philotimo delivered a letter to the Issuer (the "Universal Proxy Notice") in accordance with the notice requirements of the Federal "Universal Proxy Rules" promulgated under Rule 14a-19(B), and in satisfaction of Rule 14a-19(a)(1), of the Securities and Exchange Act of 1934, as amended, notifying the Issuer as to the names of Philotimo's nominees for election to the board of directors (the "Board") at the 2025 annual meeting of shareholders (the "Annual Meeting"). Philotimo has assumed the terms of the four directors currently serving on the Board will expire at the Annual Meeting. Accordingly, in the Universal Proxy Notice, Philotimo stated its intention to solicit proxies for the election of Selim Bassoul, Jack Feidor, Garrett Larson and Edward Smith as nominees to be elected to the Board at the Annual Meeting. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 43,091,273 Shares outstanding as of January 16, 2025 as reported in the Issuer's Proxy Statement on Form DEF 14A filed with the SEC on January 24, 2025.
A. Philotimo
As of the close of business on January 28, 2025, Philotimo beneficially owned 801,854 Shares. Percentage: Approximately 1.9%
B. PHLOX
As of the close of business on January 28, 2025, PHLOX beneficially owned 1,655,011 Shares. Percentage: Approximately 3.8%
C. KWM
As of the close of business on January 28, 2025, KWM beneficially owned 2,544,084 Shares, consisting of (i) the 801,854 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo, (ii) the 1,655,011 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX and (iii) 87,219 Shares held in the Managed Accounts. Percentage: Approximately 5.9%
D. Mr. Kanen
As of the close of business on January 28, 2025, Mr. Kanen may be deemed to beneficially own 2,547,884 Shares, consisting of (i) the 3,800 Shares owned directly by Mr. Kanen and (ii) the 2,544,084 Shares beneficially owned by KWM, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM. Percentage: Approximately 5.9%. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
A. Philotimo
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 801,854
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 801,854
B. PHLOX
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,655,011
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,655,011
C. KWM
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,544,084
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,544,084
D. Mr. Kanen
1. Sole power to vote or direct vote: 3,800
2. Shared power to vote or direct vote: 2,544,084
3. Sole power to dispose or direct the disposition: 3,800
4. Shared power to dispose or direct the disposition: 2,544,084 |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
A. Philotimo
The transactions in the Shares by Philotimo since the filing of the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
B. PHLOX
PHLOX has not entered into transactions in the Shares since the filing of the Schedule 13D.
C. KWM
The transactions in the Shares by KWM since the filing of the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
D. Mr. Kanen
The transactions in the Shares by Mr. Kanen since the filing of the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
KWM, in its role as investment manager to the Managed Accounts, to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer's Shares held in the Managed Accounts. |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Securities. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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