Wellgistics (NASDAQ: WGRX) halts 3(a)(10) share settlement plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Wellgistics Health, Inc. terminated a prior Settlement Agreement with Silverback Capital Inc. that had allowed it to issue common stock under Section 3(a)(10) of the Securities Act. Before termination, the company issued 6,866,000 shares under this structure. The agreement is no longer in effect, no additional shares will be issued under it, and Silverback has been asked to return all rights to unpaid claims to the relevant creditors. Wellgistics elected to end this settlement structure to pursue alternative strategic and financing initiatives, which the company states eliminates potential future dilution tied to the Settlement Agreement.

Positive

Elimination of future dilution from Section 3(a)(10) structure: Ending the Settlement Agreement stops additional share issuances under this arrangement, which the company notes removes potential future dilution tied specifically to that settlement mechanism.

Negative

None.

Insights

Wellgistics ends a share-for-debt structure, removing future dilution from this source.

Wellgistics Health chose to terminate a Settlement Agreement with Silverback Capital Inc. that relied on Section 3(a)(10) to issue shares in exchange for settling claims. The company had already issued 6,866,000 common shares before ending the arrangement.

With the agreement now fully terminated, there will be no further share issuance under this structure, and Silverback has been asked to return rights to unpaid claims to creditors. The company states it will instead pursue alternative strategic and financing initiatives, and that the termination eliminates potential future dilution connected to this settlement framework.

The overall impact depends on how future financing is structured, but from a capital-structure standpoint this step removes a pipeline of automatic equity issuance and could stabilize dilution from this particular source, while shifting funding needs to other, as yet unspecified, methods.

8-K Event Classification

2 items: 1.01, 8.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares issued under Settlement Agreement: 6,866,000 shares Termination date of Settlement Agreement: April 3, 2026

2 metrics

Shares issued under Settlement Agreement 6,866,000 shares Aggregate common shares issued before termination of the Settlement Agreement

Termination date of Settlement Agreement April 3, 2026 Date Wellgistics delivered written notice of termination

Key Terms

Material Definitive Agreement, Section 3(a)(10), Settlement Agreement and Stipulation, dilution, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement Termination of Settlement Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Section 3(a)(10) regulatory

"The Settlement Agreement contemplated the issuance of shares ... in reliance upon Section 3(a)(10) of the Securities Act of 1933"

A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.

Settlement Agreement and Stipulation financial

"that certain Settlement Agreement and Stipulation, dated January 28, 2026"

dilution financial

"The termination eliminates potential future dilution associated with the Settlement Agreement."

Dilution occurs when a company issues additional shares, increasing the total number of shares outstanding. This can reduce the ownership percentage and voting power of existing shareholders, similar to slicing a pie into more pieces—each piece becomes smaller. For investors, dilution can mean a reduced stake in the company and potentially lower earnings per share, affecting the value of their investment.

strategic and financing initiatives financial

"in order to pursue alternative strategic and financing initiatives."

Understanding 8-K Material Events →

04/09/2026 - 04:35 PM

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): April 3, 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, 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 1.01 Entry into a Material Definitive Agreement

Termination of Settlement Agreement

On April 3, 2026, Wellgistics Health, Inc. (the “Company”) delivered written notice to Silverback Capital Inc. terminating that certain Settlement Agreement and Stipulation, dated January 28, 2026 (the “Settlement Agreement”), previously entered into between the Company and Silverback Capital Inc.

The Settlement Agreement contemplated the issuance of shares of the Company’s common stock in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended.

Prior to termination, the Company issued an aggregate of 6,866,000 shares of its common stock pursuant to the Settlement Agreement.

As a result of the termination:

	●	the Settlement Agreement is no longer in effect;

	●	no additional shares will be issued by the Company pursuant to the Settlement Agreement or in reliance upon Section 3(a)(10); and

	●	Silverback Capital Inc. has been requested to return all rights, title and interest in and to any unpaid claims to the applicable creditors.

The Company and Silverback Capital Inc. have no further obligations under the Settlement Agreement.

Item 8.01 Other Events

The Company has elected to terminate the previously disclosed settlement structure in order to pursue alternative strategic and financing initiatives. The termination eliminates potential future dilution associated with the Settlement Agreement.

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 9, 2026	WELLGISTICS HEALTH, INC.

	By:	/s/ Prashant Patel
		Prashant Patel, President

Source: View Original Filing on SEC EDGAR

FAQ

What did Wellgistics Health (WGRX) announce regarding the Silverback Settlement Agreement?

Wellgistics Health terminated its Settlement Agreement with Silverback Capital Inc. The agreement had allowed share issuance under Section 3(a)(10). The company states the deal is no longer in effect and both parties have no further obligations under this specific settlement framework.

How many Wellgistics Health (WGRX) shares were issued before the settlement termination?

Before terminating the Settlement Agreement, Wellgistics Health issued an aggregate of 6,866,000 shares of common stock. These shares were issued under a Section 3(a)(10) settlement structure prior to the company’s decision to end further activity under that agreement.

Will Wellgistics Health (WGRX) issue more shares under Section 3(a)(10) after this filing?

No, Wellgistics Health states that no additional shares will be issued under the terminated Settlement Agreement or in reliance on Section 3(a)(10). This step removes that particular channel of equity issuance and any further dilution it might have created.

Why did Wellgistics Health (WGRX) terminate the Silverback settlement structure?

The company elected to terminate the settlement structure in order to pursue alternative strategic and financing initiatives. It also highlights that ending the arrangement eliminates potential future dilution that would have been associated with continued share issuance under the Settlement Agreement.

What happens to creditors’ unpaid claims after Wellgistics Health ended the Settlement Agreement?

Wellgistics Health reports that Silverback Capital Inc. has been requested to return all rights, title, and interest in any unpaid claims to the applicable creditors. This indicates those claims revert to creditors rather than remaining within the share settlement structure.

Does Wellgistics Health (WGRX) still owe obligations under the terminated Settlement Agreement?

No, the company states that it and Silverback Capital Inc. have no further obligations under the Settlement Agreement. Termination appears to fully conclude their responsibilities within that specific share-based settlement framework.

Filing Exhibits & Attachments

3 documents