| 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) | 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 and the investment manager of PHLOX; 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. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The address of the principal office of each of Philotimo, PHLOX, KWM and Mr. Kanen is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073. |
| (c) | The principal business of each of KWM, Philotimo and PHLOX is investing in securities. The principal occupation of Mr. Kanen is serving as the managing member of KWM. |
| (d) | No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except as described below.
On September 25, 2024, Mr. David L. Kanen, without admitting or denying any findings, consented to the entry of an Order Instituting Cease-and-Desist Proceedings by the Securities and Exchange Commission ("SEC") in settlement of an administrative proceeding that alleges violations of Section 13(d) and Section 16(a) and the rules thereunder for failing to timely file certain beneficial ownership reports on Schedule 13D and Schedule 13G of securities not related to the Issuer. The order considered remedial acts promptly undertaken by Mr. Kanen and his cooperation and ordered Mr. Kanen to cease and desist from causing any future violations of the charged provisions and imposed a civil monetary penalty of $109,000, which Mr. Kanen has paid in full. |
| (f) | Mr. Kanen is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | 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 aggregate purchase price of the 500,001 Shares beneficially owned by Philotimo is approximately $1,282,100, 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. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Except as noted in this Schedule 13D, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Shares reported owned by each person named herein is based upon 43,091,273 Shares outstanding as of December 11, 2024 as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on December 16, 2024.
A. Philotimo
As of the close of business on January 9, 2025, Philotimo beneficially owned 500,001 Shares. Percentage: Approximately 1.2%
B. PHLOX
As of the close of business on January 9, 2025, PHLOX beneficially owned 1,655,011 Shares. Percentage: Approximately 3.8%
C. KWM
As of the close of business on January 9, 2025, KWM beneficially owned 2,155,012 Shares, consisting of (i) the 500,001 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo and (ii) the 1,655,011 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX. Percentage: Approximately 5.0%
D. Mr. Kanen
As of the close of business on January 9, 2025, Mr. Kanen may be deemed to beneficially own 2,155,012 Shares, consisting of (i) the 500,001 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo and (ii) the 1,655,011 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX. Percentage: Approximately 5.0%. |
| (b) | A. Philotimo
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 500,001
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 500,001
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: 2,155,012
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,155,012
D. Mr. Kanen
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,155,012
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,155,012 |
| (c) | A. Philotimo
The transactions in the Shares by Philotimo during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference.
B. PHLOX
The transactions in the Shares by PHLOX during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference.
C. KWM
KWM has not entered into transactions in the Shares during the past 60 days.
D. Mr. Kanen
Mr. Kanen has not entered into transactions in the Shares during the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On January 10, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1 - Transactions in Securities.
99.1 - Joint Filing Agreement, dated January 10, 2025. |
