Nasdaq flags Wellgistics (NASDAQ: WGRX) as equity falls, company signs $2M Kare JV
Rhea-AI Filing Summary
Wellgistics Health, Inc. filed an amended report describing a new joint venture with Kare Pharmtech affiliates and a Nasdaq listing deficiency notice. The company agreed to form Healthstar Technologies, LLC, holding a 51% membership interest while Kare Rx Hub holds 49%.
In exchange for Kare Rx Hub transferring certain intellectual property and related assets to Healthstar, Wellgistics will pay Kare Pharmtech $2,000,000 in common stock, including 1,500,000 shares at closing and potential additional shares by April 1, 2027, based on a two-day volume-weighted average price. These unregistered shares will be restricted and subject to a 12‑month lock-up. Closing is conditioned on satisfactory due diligence, with either side able to terminate if dissatisfied.
Separately, Nasdaq notified Wellgistics that it is not in compliance with Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity. The company reported stockholders’ equity of $(12,447,801) and also does not meet alternative continued listing standards. Wellgistics has until May 28, 2026 to submit a compliance plan and may receive up to 180 days from April 13, 2026 to regain compliance if Nasdaq accepts that plan.
Positive
- None.
Negative
- Nasdaq listing deficiency with deeply negative equity: Wellgistics reported stockholders’ equity of $(12,447,801), far below the $2,500,000 Nasdaq minimum, and also fails market value and net income standards, triggering a formal noncompliance notice and potential delisting risk if it cannot execute an acceptable remediation plan.
Insights
Nasdaq deficiency and negative equity create real listing risk despite strategic JV.
The collaboration with Kare Pharmtech structures Healthstar Technologies as a joint venture where Wellgistics owns 51% and Kare Rx Hub 49%. Consideration totals $2,000,000 in common stock, with 1,500,000 shares at closing and additional shares, if any, set using a two-day volume-weighted average price before issuance.
The Purchase Shares are unregistered, restricted securities with a 12‑month lock-up, limiting immediate resale pressure. Closing is conditioned on satisfactory IT and financial due diligence, and either party can terminate if dissatisfied, so completion depends on that review.
On the risk side, Nasdaq cited noncompliance with Listing Rule 5550(b)(1) because stockholders’ equity was $(12,447,801) versus the $2,500,000 minimum, and the company also fails alternative standards for market value and net income. Wellgistics has until May 28, 2026 to submit a remediation plan and could receive up to 180 days from April 13, 2026 to regain compliance if Nasdaq accepts it. Future disclosures in company filings will indicate whether Nasdaq accepts the plan or proceeds toward delisting.
8-K Event Classification
Key Figures
Key Terms
Collaboration Agreement financial
Nasdaq Listing Rule 5550(b)(1) regulatory
restricted securities financial
lock-up period financial
stockholders’ equity financial
unregistered Sales of Equity Securities regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Collaboration Agreement (the “Collaboration Agreement”) with Kare Rx Hub, LLC (“Kare Hub”), Kare Pharmtech, LLC (“Kare Pharmtech”), and Healthstar Technologies, LLC (“Healthstar”), pursuant to which the parties agreed to collaborate through a newly formed limited liability company structure.
The Collaboration Agreement provides for the creation of a separate limited liability company, Healthstar, in which the Company will hold a 51% membership interest and Kare Hub will hold a 49% membership interest. Pursuant to the Collaboration Agreement, at the closing of the transactions contemplated thereby (the “Closing”), Kare Hub will assign, transfer, convey and deliver to Healthstar certain intellectual property and related assets and records as described in the Collaboration Agreement (the “Transferred Assets”), subject to Kare Hub’s security and collateral rights as provided in the Collaboration Agreement.
In consideration for the Transferred Assets, the Collaboration Agreement provides that the Company will pay Kare Pharmtech an aggregate purchase price of $2,000,000, payable in unregistered shares of the Company’s common stock (the “Purchase Shares”), delivered in installments. The Collaboration Agreement provides that (i) 1,500,000 Purchase Shares will be delivered to Kare Pharmtech at Closing and (ii) thereafter, on or prior to April 1, 2027 (the “Reconciliation Date”), the Company may, at its sole option and election, deliver additional Purchase Shares such that the aggregate value of all Purchase Shares delivered to Kare Pharmtech equals $2,000,000, with the number of additional Purchase Shares to be determined using a two-day volume-weighted average price of the Company’s common stock prior to the date of issuance of such additional shares.
The Collaboration Agreement further provides, among other things, that: (a) the Purchase Shares are intended to be “restricted securities” and will bear a restrictive legend and be subject to applicable transfer restrictions; (b) Kare Pharmtech agreed to a 12-month lock-up period from the applicable payment date, subject to certain exceptions (including with the Company’s prior written consent); (c) the Closing is to occur remotely by exchange of documents and signatures at 10:00 a.m. Eastern Time on or about April 10, 2026, or at such other time and place (or in such other manner) as the parties may mutually agree in writing, and is subject to satisfactory completion of due diligence (including IT and financial due diligence), with either party having the right to terminate the Collaboration Agreement in its entirety if dissatisfied upon completion of such due diligence; (d) the parties generally do not assume one another’s liabilities and obligations, and liabilities and obligations remain with the applicable party as described in the Collaboration Agreement; and (e) at Closing, the parties will deliver customary closing documentation, including an operating agreement for Healthstar, an assignment and assumption agreement, and certain security documentation (including a UCC financing statement and an intellectual property security agreement) in favor of Kare Hub.
The foregoing description of the Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 13, 2026, Wellgistics Health, Inc. (the “Company”) received a written notification (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing.
As reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s stockholders’ equity was $(12,447,801). Nasdaq further noted that, as of April 13, 2026, the Company does not meet the alternative continued listing standards under the Nasdaq Capital Market requirements, specifically the market value of listed securities standard of $35 million or the net income from continuing operations standard of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.
The Notification Letter does not result in the immediate delisting of the Company’s securities from the Nasdaq Capital Market. In accordance with Nasdaq’s listing rules, the Company has been afforded 45 calendar days from the date of the Notification Letter, or until May 28, 2026, to submit a plan to regain compliance with the stockholders’ equity requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notification Letter to evidence compliance. In considering whether to accept the Company’s plan, Nasdaq will consider such factors as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur within the review period, the Company’s overall financial condition, and its public disclosures. If the Company’s plan is not accepted, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel pursuant to Listing Rule 5815(a).
The Company intends to submit a compliance plan to Nasdaq within the prescribed period and is currently evaluating available options to regain compliance with Listing Rule 5550(b)(1). There can be no assurance that the Company will be able to regain compliance with Nasdaq’s continued listing requirements, that Nasdaq will accept the Company’s compliance plan, or that the Company will be able to maintain its listing on the Nasdaq Capital Market.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s plans to regain compliance with the Nasdaq continued listing requirements, the Company’s ability to submit an acceptable compliance plan, and the Company’s ability to maintain its listing on the Nasdaq Capital Market. These statements are based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ include, but are not limited to, the Company’s ability to raise additional capital or otherwise improve its stockholders’ equity, general economic and market conditions, and other risks and uncertainties set forth in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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.
Item 3.02 Unregistered Sales of Equity Securities.
As described under Item 1.01 above, pursuant to the Collaboration Agreement, the Company agreed to issue to Kare Pharmtech up to $2,000,000 of the Company’s common stock in connection with the transactions contemplated by the Collaboration Agreement, including the issuance of 1,500,000 shares at Closing and, at the Company’s election, additional shares on or prior to the Reconciliation Date, subject to the terms and conditions described in the Collaboration Agreement.
Any issuance of Purchase Shares pursuant to the Collaboration Agreement is expected to be made in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, in a transaction not involving a public offering.
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On April 14, 2026, the Company issued a press release announcing the execution of a definitive joint venture agreement with Kare Pharmtech’s wholly owned subsidiary, Kare Rx Hub, LLC, and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit No. | Description | |
| 10.1 | Collaboration Agreement, dated effective April 13, 2026, by and among Wellgistics Health, Inc., Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC. | |
| 99.1 | Press release, dated April 14, 2026. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 21, 2026 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
Exhibit 99.1
Wellgistics Health and Kare PharmTech Execute Joint Venture Expanding Access to 200,000+ Patient Lives
| ● | Joint venture executed combining Wellgistics Hub and KareRx Hub technology and operations | |
| ● | Integrated platform accelerates pharmaceutical access, fulfillment, and commercialization | |
| ● | Combined ecosystem provides potential reach to an estimated 200,000+ patient lives across pharmaceutical and provider networks |
TAMPA, FL / ACCESS Newswire / April 14, 2026 / Wellgistics Health, Inc. (NASDAQ:WGRX) (“Wellgistics” or the “Company”), a leading healthcare technology and pharmaceutical distribution company, today announced the execution of a definitive joint venture agreement with Kare PharmTech’s wholly owned subsidiary, Kare Rx Hub, LLC (“KareRx”), an artificial intelligence (AI)-driven digital hub supporting retail pharmacy, telemedicine, and specialty pharmaceutical programs.
The execution of the joint venture formalizes the previously announced non-binding letter of intent and represents a significant milestone in aligning both organizations’ technology platforms and operational teams into a unified ecosystem designed to accelerate patient access and improve the efficiency of pharmaceutical commercialization. By integrating the Wellgistics Hub technology stack including proprietary platforms EinsteinRx™ and HubRx AI™ with KareRx’s digital hub, the combined platform is positioned to streamline the prescription journey from intake through fulfillment.
Prashant Patel, Chief Executive Officer of Wellgistics Health, commented, “This joint venture reflects our continued focus on building an integrated, technology-enabled platform to improve coordination across the prescription journey and support patient access to therapies. By combining KareRx’s provider connectivity and digital engagement capabilities with our infrastructure, we believe this collaboration enhances operational efficiency and supports manufacturers and other healthcare stakeholders in navigating access pathways more effectively.”
The joint venture aligns clinical, operational, and commercial teams across both organizations, enabling more seamless coordination between providers, pharmacies, and patients. Through this integration, the platform enhances key capabilities including eligibility and benefits verification, prior authorization workflows, prescription routing, and direct-to-patient fulfillment. The combined ecosystem includes a growing national footprint of independent pharmacies, provider networks, and telehealth channels, with the ability to reach more than 200,000 patient lives based on third-party internal estimates.
Mital Panera, Founder and Chief Executive Officer of KareRx, added, “KareRx was developed to connect providers, pharmacies, and patients through technology-driven solutions. This joint venture allows us to extend those capabilities by leveraging Wellgistics’ technology stack, pharma expertise, and operational infrastructure. We believe the combined platform will support improved connectivity across stakeholders and facilitate access to therapies across participating networks.”
The collaboration further strengthens direct-to-patient (DTP) and decentralized care models, providing pharmaceutical manufacturers with a comprehensive platform that integrates access, affordability, and fulfillment into a single solution. Leveraging AI-driven insights and a fully integrated operational backbone, the joint venture is designed to reduce barriers to therapy initiation, improve adherence, and deliver enhanced visibility into patient access and program performance.
The joint venture remains subject to customary implementation steps, and there can be no assurance regarding the timing or extent of operational integration or the realization of anticipated benefits. Additional details regarding the joint venture agreement will be provided in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
About Wellgistics Health, Inc.
Wellgistics Health (NASDAQ:WGRX) is a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispensing journey. Its integrated platform connects 6,500+ pharmacies (the “Wellgistics Pharmacy Network”) and 200+ manufacturers, offering wholesale distribution, digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment as needed to optimize patient access. Wellgistics provides end-to-end solutions designed to restore access, transparency, and trust in the U.S. prescription drug market for independent pharmacies.
About Kare PharmTech, LLC
Kare Rx Hub is an artificial intelligence (AI)-based digital hub for retail pharmacies, telemedicine portal, and specialty pharmaceutical ‘lite’ branded products with over 500 physician-provider relationships, 200 independent pharmacy relationships that market unique specialty pharmaceutical ‘lite’ products. Kare Rx Hub is owned by Kare Pharmtech, LLC, a company controlled by Dr. Kiran Patel. Dr. Patel founded Medicaid provider WellCare in 1992 and sold it in 2002 for $200 million. In 2007, Dr. Patel founded America’s 1st Choice Holdings and acquired Freedom Health and Optimum Holdings. In 2017, he sold America’s 1st Choice Holdings to Anthem, Inc. Dr. Patel is a noted philanthropist and was named Floridian of the Year by Florida Trend Magazine.
Forward-Looking Statements
This press release may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When Wellgistics Health uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, statements regarding Wellgistics Health’s strategy and descriptions of its future operations, prospects, and plans. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.