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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 6, 2025
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, including zip code)
Registrant’s
telephone number, including area code: (844) 203-6092
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
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 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Officer
Resignations
On
October 6, 2025, Brian Norton advised the Company that he was resigning from his position as Chief Executive Officer of the Corporation
effective Monday, October 6, 2025, at 5:00 p.m. EST.
On
October 6, 2025, Tony Madsen advised the Company that he was resigning from his position as Chief Operating Officer of the Corporation
effective Monday, October 6, 2025, at 8:00 p.m. EST.
On
October 6, 2025, Mark DiSiena advised the Company that he was resigning from his position as Chief Financial Officer of the Corporation
effective Monday, October 6, 2025, at 5:00 p.m. EST.
Appointment
of Officer
On
October 7, 2025, Eric Sherb was appointed as the interim Chief Financial Officer of the Company by the board of directors.
Eric
Sherb (age: 38) serves as the chief financial officer of Crown Reserve Acquisition Corp. I. He is a CPA with 16 years of experience in
accounting advisory, auditing and mergers and acquisitions. Mr. Sherb began his career at PricewaterhouseCoopers in New York City in
a variety of industries from hedge funds to manufacturing and healthcare. Following his time at PricewaterhouseCoopers, Mr. Sherb served
as Audit Manager at RBSM LLP, and Senior Manager at CFGI. Since October 2018, Mr. Sherb has been a founder and owner of EMS Consulting
Services, LLC. Mr. Sherb has extensive experience in financial reporting and governance within the capital markets, including IPOs, direct
listings, SPAC and de-SPAC transactions. He has served as chief financial officer and provided financial consultancy services for several
NASDAQ and OTC clients, most recently, Scienture Holdings (NASDAQ: SCNX). Mr. Sherb has successfully assisted companies with IPO and
audit readiness, registration statement filings, coordination with other stakeholders (legal, underwriters, transfer agent, edgarizers,
etc), and ongoing SEC and PCAOB compliance.
On September 8, 2025, the Company
entered into a Consulting Agreement with EMS Consulting Services, Inc., an entity controlled by Mr. Sherb (the “IC Agreement”),
in connection with Mr. Sherb’s appointment as a consultant of the Company. The IC Agreement has been amended to reflect Mr. Sherb’s
role as the interim Chief Financial Officer of the Company. Under the IC Agreement, Mr. Sherb has agreed to perform various financial
services to the Company typical of a Chief Financial Officer of a publicly-traded company with common stock listed on The Nasdaq Marketplace
LLC. In exchange, the Company has agreed to pay Mr. Sherb an hourly rate equal to $185 per hour for CPA services and $80 per hour for
services related to bookkeeping or the controller team. The IC Agreement became effective on September 8, 2025, and may be terminated
by either party at any time.
There
are no family relationships between Mr. Sherb and any director, executive officer or nominees thereof of the Company. There are no related
party transactions between the Company and Mr. Sherb that would require disclosure under Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
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:
October 10, 2025 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
