Wellgistics Health Inc. SEC Filings

Wellgistics Health, Inc. (WGRX) disclosed that on November 26, 2025, it entered into a sponsorship agreement with Cutting Edge Sports Management, LLC (CESM). Under the agreement, Wellgistics will pay a sponsorship fee of $250,000 in exchange for sponsorship benefits and assets at Dream Bowl XIV in Arlington, Texas, scheduled for January 8–11, 2026, including broadcasting and branding opportunities and access to certain CESM intellectual property.

The sponsorship term runs from execution of the agreement through February 15, 2026. The company also noted it issued a press release on November 24, 2025, which is furnished (not filed) as an exhibit and includes forward-looking statements subject to the usual risk factors described in its SEC filings.

Wellgistics Health, Inc. (WGRX) filed an amended report to update a previously issued press release and detailed a new license agreement with DataVault AI Inc. covering intellectual property for its PharmacyChain™ manufacturer-to-patient blockchain smart contract platform.

Under the License Agreement dated November 24, 2025, Wellgistics will pay a non-refundable fee of $2,500,000 by December 31, 2025. The company will also pay DataVault a 13% royalty on all net profit from use of the licensed technology, with a minimum annual royalty of $1,000,000 starting in 2028 if PharmacyChain™ generates at least $2,000,000 in annual net profit in 2028 or 2029. Wellgistics may grant sublicenses but must remit 90% of net revenue from any sublicenses to DataVault.

Wellgistics Health, Inc. entered into a long-term license agreement with DataVault AI Inc. to use certain intellectual property for its PharmacyChain™ platform, which aims to create manufacturer-to-patient blockchain-enabled smart contracts for the prescription drug industry.

Wellgistics will pay DataVault a non-refundable license fee of $2,500,000 by December 31, 2025. The company will also pay a 13% royalty on all net profit generated from use of the licensed technology, with payments due monthly.

Beginning in the 2028 calendar year, the agreement includes a minimum annual royalty of $1,000,000, with the 2028 and 2029 minimums applying only if PharmacyChain™ achieves at least $2,000,000 in annual net profit in the respective year. Wellgistics may sublicense the technology but must remit 90% of net revenue from any sublicenses to DataVault, paid quarterly.

Wellgistics Health, Inc. (WGRX) filed a Form 8-K to announce that it issued a press release reporting its financial results for the quarter ended September 30, 2025. The press release, dated November 20, 2025, is furnished as Exhibit 99.1 to the report.

The company notes that the press release includes forward-looking statements about its projects, potential financial performance, and growth opportunities, which are subject to risks and uncertainties described in its SEC filings, including its Form S-1 declared effective on September 25, 2025. The information in Items 2.02 and 7.01 is being furnished, not filed, meaning it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other SEC filings.

Wellgistics Health, Inc. (WGRX)$21.7 million for the nine months, primarily from product distribution, pharmacy retail sales, and third-party logistics, but were outweighed by operating expenses of $69.8 million, including $54.4 million of stock-based compensation. The company posted a nine‑month net loss of $73.4 million versus $2.5 million a year earlier and ended the period with $4.2 million in cash and total debt of $24.8 million.

Management concluded that these losses, negative operating cash flow, and high leverage raise substantial doubt about the company’s ability to continue as a going concern without additional capital. To bolster liquidity, Wellgistics completed a February 2025 IPO raising about $3.1 million net, used an equity purchase agreement to raise $2.8 million, and in September 2025 sold 7,142,862 shares with matching warrants for net proceeds of $4.5 million, followed by warrant exercises that brought in another $2.2 million.

Wellgistics Health, Inc. reported that its independent auditor, UHY LLP, resigned as the company’s independent accountants effective November 11, 2025. UHY stated it elected to resign in light of certain information identified in the resignation of the former Chief Executive Officer, which had not yet been investigated, and it did not audit any of the company’s financial statements before resigning.

The company states there were no disagreements with UHY on accounting principles, financial statement disclosure, or audit procedures, and no additional reportable events beyond previously disclosed material weaknesses in internal control over financial reporting. These weaknesses include an underdeveloped control environment, limited documentation of policies and procedures, lack of evidence of control performance, and limited accounting personnel. The Audit Committee has approved re-engaging Suri & Co. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Wellgistics Health, Inc. (WGRX) announced board changes approved by written consent. Holders representing 49,825,505 shares of common stock, or approximately 55.5% of total voting power, removed directors Rebecca Shanahan and Michael Peterson without cause; the actions became effective on October 1, 2025 under Delaware law.

Following the removals, the company disclosed that Donald Anderson resigned effective October 2, 2025. On October 2, 2025, the Board elected Donald Fell, Prashant Patel, Steven D. Lee, and Howard Doss as directors. Mr. Patel was appointed President. Mr. Fell, Mr. Lee, and Mr. Doss are described as independent under applicable NASDAQ and SEC rules, and were assigned to key committees, including Audit (chaired by Mr. Doss), Nominating, Compensation, and Ethics.

Shares outstanding were 89,621,242 as of the October 1, 2025 record date. No meeting or proxies were solicited; the information statement serves as notice pursuant to Regulation 14C and DGCL Section 228(e).

Wellgistics Health (WGRX) reported capital-structure changes. Holders exercised warrants at an exercise price of $0.70 per share, resulting in the issuance of 3,111,429 shares of common stock.

The company also entered two debt conversion agreements on October 30, 2025. It converted $1,300,000 of indebtedness into 1,857,143 shares at $0.70 per share, and converted $4,019,859 of indebtedness into 5,742,656 shares at $0.70 per share, in each case in full satisfaction of the underlying obligations.