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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 27, 2026
WELLGISTICS
HEALTH, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42530 |
|
93-3264234 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3000
Bayport Drive
Suite
950
Tampa,
FL |
|
33607 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (844) 203-6092
Not
Applicable
(Former
name or former address, if changed since last report)
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
WGRX |
|
The
Nasdaq Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 or Rule 12b-2
under the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by Wellgistics
Health, Inc. (the “Company”) on May 29, 2026 (the “Original Report”). The sole purpose of this Amendment is to
furnish Exhibit 4.3 and Exhibit 99.1, which were inadvertently omitted in the Original Report. Other than as described above, this Amendment
does not modify or update any disclosures in or exhibits to the Original Report nor does it reflect any events that may have occurred
subsequent to the Original Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.3 |
|
Form of Placement Agent Warrant. |
| 99.1 |
|
Press Release issued by Wellgistics Health, Inc. on May 27, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date:
June 2, 2026 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
Name: |
Prashant
Patel |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Wellgistics
Health Refinances Outstanding Convertible Debt and Raises $6.5M
| ● | New
oversubscribed $21 million convertible debt instrument (“New Debt”) refinances
all outstanding convertible debt, provides $6.5 million in new capital for working capital
and general corporate purposes does not accrue interest and converts into common shares at
$6.00 per share |
| ● | Automatic
Exchange provision automatically converts the New Debt into Preferred Stock upon the effectiveness
of a registration statement and attainment of shareholder approval for the creation
of Preferred Stock |
| ● | The
class of Preferred Stock that the New Convertible Debt exchanges into (the “Funding
Preferred”) converts into common shares at $50.00 per share |
| ● | New
funds raised satisfy capital raising closing condition from Fully Binding Term Sheet with
Datavault AI, EOS Technology Holdings, Scilex Pharma and HealthBridge Advisors |
TAMPA,
FL, May 27, 2026— Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ: WGRX), a Health IT leader, integrating pharmacy
dispensing AI platform EinsteinRx™ into patented pharmacy smart contracts platform PharmacyChain™, today announced
that it completed a financing transaction through the issuance of a new $21 million convertible debt instrument (the “New Debt”)
that refinances all of its outstanding convertible debt and provides $6.5 million in fresh capital (the “New Money”). The
offering was oversubscribed. The New Money raised in this transaction satisfies the capital raising closing condition outlined in the
previously announced fully binding term sheet the Company entered into with Datavault AI, EOS Technology Holdings, Scilex Pharma and
HealthBridge Advisors (the “DelivMeds AI Transaction”). Dawson James Securities, Inc. acted as placement agent for the financing.
“This
transaction refinanced all of the Company’s previously outstanding convertible debt and raised the new capital necessary to close
the DelivMeds AI Transaction,” said Gerald Commissiong, Interim Co-CEO of Wellgistics Health. “We are grateful for the strong
vote of confidence from the pre-existing and new investors who participated in this funding round. We believe we now have a strong operational
mandate and the capital needed to execute our vertically-integrated growth strategy.”
Under
the terms of the agreements, New Debt was issued that refinanced all outstanding convertible debt of the Company, provided $6.5 million
in new capital for go-forward operations, does not accrue interest and converts into common shares at $6.00 per share. The terms of the
New Debt have a provision that automatically forces the exchange of the New Debt into Preferred Stock upon the effectiveness of a registration
statement and attainment of shareholder approval for the creation of Preferred Stock. The creation of Preferred Stock is a requirement
of the DelivMeds AI Transaction. The class of Preferred Stock that the New Debt will be forced to exchange into (the “Funding Preferred”)
converts into common shares at $50.00 per share.
The
stated conversion price of the Funding Preferred does not reflect the current market price of the Company’s common stock, and there
can be no assurance that the Company’s common stock will trade at or above such price. All conversion prices are subject to adjustments
for market conditions. Additional information regarding the transaction, including copies or summaries of the definitive agreements,
will be included in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
The
transaction may result in substantial future dilution to existing stockholders upon conversion of the securities described above.
About
Wellgistics Health, Inc.
Wellgistics
Health (NASDAQ:WGRX) is a Health IT leader integrating its proprietary pharmacy dispensing optimization artificial intelligence platform
EinsteinRx™ into its blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispensing
journey. Its integrated platform connects more than 6,500 pharmacies and 200+ manufacturers, offering wholesale distribution, digital
prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility verification, onboarding, adherence
support, prior authorization, and cash-pay fulfillment designed to improve patient access and transparency across the prescription ecosystem.
For
more information, visit www.wellgisticshealth.com.
Forward-Looking
StatementsThis press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s financing transaction, the
intended use of proceeds, the expected benefits of the refinancing and new capital, the anticipated closing of the previously announced
DelivMeds AI Transaction, the satisfaction of closing conditions related thereto, the Company’s ability to obtain stockholder approval
for the creation of preferred stock, the effectiveness of any registration statement, the automatic exchange or conversion of the New
Debt into preferred stock or common stock, the potential conversion of the Funding Preferred into common stock, the Company’s growth
strategy, operating plans, liquidity position, capital resources, Nasdaq compliance, and the expected benefits of the Company’s
technology platforms and strategic relationships.
Forward-looking
statements are based on current expectations, estimates, projections and assumptions and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include,
among others, the risk that the Company may not complete the DelivMeds AI Transaction on the anticipated terms, or at all; the risk that
remaining closing conditions may not be satisfied or waived; the risk that stockholder approval for the creation of preferred stock or
related matters may not be obtained; the risk that any required registration statement may not become effective when expected or at all;
risks related to the terms, conversion, exchange and potential dilution associated with the New Debt, the Funding Preferred and other
securities of the Company; risks related to the Company’s ability to successfully integrate, commercialize and scale its business
initiatives; risks related to the Company’s liquidity, capital resources and ability to fund operations; risks related to maintaining
compliance with Nasdaq listing standards; market, regulatory and operational risks affecting the healthcare, pharmacy, pharmaceutical
distribution, artificial intelligence and technology sectors; and other risks described in the Company’s filings with the Securities
and Exchange Commission.
Forward-looking
statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Wellgistics
Media & Investor Contact
Media:
media@wellgisticshealth.com
Investor
Relations: IR@wellgisticshealth.com
