Wellgistics Health Inc. SEC Filings

Wellgistics Health, Inc. elected Gary Herman as an independent director effective February 4, 2026, and named him chairman of the Audit Committee. Non‑employee directors receive a $120,000 annual cash retainer, an annual equity award of 60,000 shares of Common Stock, and 200,000 restricted shares vesting over three years at appointment.

The company also entered into an agreement with NFL Alumni Health to develop healthcare and wellness programs using its EinsteinRx AI pharmacy hub and PharmacyChain blockchain platform. The programs will start with former NFL players, then expand to rural communities through a network of more than 6,500 independent pharmacies, focusing on mental health, weight loss, sleep apnea, cardiometabolic disease, pain management, and Long COVID.

Wellgistics Health, Inc. reported that two members of its board of directors resigned effective February 1, 2026. Steven Lee resigned from the board and his role on the Ethics Committee, and Howard Doss resigned from the board and his role as chairman of the Audit Committee.

Both directors stated that their decisions to step down were not the result of any disagreement with the company regarding its operations, policies, or practices. The company also filed their formal resignation letters as exhibits to this report.

Wellgistics Health, Inc. entered into a private offering of secured convertible promissory notes with certain investors, agreeing to issue up to $8,125,000 in aggregate principal amount for an aggregate purchase price of $6,500,000, reflecting a 20% original issue discount. The notes mature on the earlier of six months from issuance or the closing of a Qualified Financing and carry a 0% interest rate unless an event of default occurs, when the rate increases to 18% per annum.

Holders may elect to convert outstanding amounts into common stock at a conversion price of $0.4057 per share. The notes are guaranteed by a subsidiary and secured by the assets of the company and its wholly owned subsidiaries under a security agreement and an intellectual property security agreement. While the aggregate principal amount remains outstanding, the company is restricted from incurring new borrowed money or new liens other than on its intellectual property, and investors receive rights to participate in future offerings. Wellgistics engaged Dawson James Securities, Inc. as placement agent, paying a 6.5% selling commission on gross proceeds and issuing warrants equal to 5% of the aggregate gross proceeds, with an exercise price set at the common stock’s closing price before the offering closed.

Wellgistics Health, Inc. entered into a note purchase agreement to issue and sell up to $3,125,000 in aggregate principal amount of convertible promissory notes in a private offering, for an aggregate purchase price of $2,500,000 reflecting a 20% original issue discount. The notes carry 0% interest unless a default occurs, when the rate increases to 18% per year, and mature on the earlier of six months after issuance or the closing of a qualified financing of at least $2,000,000. Holders may elect to convert outstanding amounts into the equity securities sold in such a qualified financing, at the financing price but not below a floor price of $0.08 per share, which was set to avoid issuing more than 20% of the company’s capitalization. A subsidiary guarantees all amounts due, investors receive participation rights in future offerings up to 100% of their note principal, and the company agreed to restrictions on incurring additional debt or new liens while the notes remain outstanding. Wellgistics paid $162,500 in selling commissions and issued placement agent warrants equal to 5% of gross offering proceeds to Dawson James Securities, Inc.

Wellgistics Health, Inc. reports that it received a notice from Nasdaq on December 10, 2025 stating that its common stock failed to meet the minimum closing bid price of $1.00 per share for 30 consecutive business days through December 9, 2025, as required under Nasdaq Listing Rule 5550(a)(2).

Nasdaq has granted an initial compliance period until June 8, 2026 for the company to regain compliance, with the possibility of an additional 180-day period if other listing standards are met and a reverse stock split is used if necessary. The shares will continue trading on The Nasdaq Capital Market under the symbol WGRX for now, but the company notes that its stock could be delisted if bid price compliance is not restored.

Wellgistics Health, Inc. filed a current report stating that on December 4, 2025 it issued a press release, which is furnished as Exhibit 99.1. The company classifies this information under Regulation FD, meaning it is being shared to keep public disclosure consistent and broad. The exhibit is expressly described as furnished, not filed, so it is not subject to certain liability provisions and is not automatically incorporated into other SEC filings.

The report also highlights that the press release contains forward-looking statements about projects, potential financial performance, and growth opportunities. These statements are subject to risks and uncertainties described in the company’s SEC filings, including its Registration Statement on Form S-1 that was declared effective on September 25, 2025. Wellgistics notes it has no obligation to update these forward-looking statements after the date of the press release.

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.