Wellgistics wins Nasdaq equity compliance extension

Wellgistics Health, Inc. received an extension from Nasdaq to regain compliance with the stockholders’ equity listing standard after previously reporting stockholders’ equity of $(12,447,801) as of December 31, 2025, below the $2,500,000 minimum.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Wellgistics Health, Inc. received an extension from Nasdaq to regain compliance with the stockholders’ equity listing standard after previously reporting stockholders’ equity of $(12,447,801) as of December 31, 2025, below the $2,500,000 minimum. The company is pursuing transactions with DataVault AI and Tollo Health and estimates a potential combined asset value of $4 billion and post-transaction stockholders’ equity of about $40 million.

Nasdaq’s letter allows Wellgistics until October 12, 2026 to demonstrate equity compliance through one of two reporting alternatives that include detailed disclosure and, if used, a pro forma balance sheet evidencing sufficient equity. Separately, Nasdaq confirmed the company has regained compliance with the $1.00 minimum bid price requirement after its common stock closed at or above that level for each business day from May 26, 2026 to June 8, 2026, so that matter is now closed.

Positive

Wellgistics has regained compliance with Nasdaq’s $1.00 minimum bid price requirement, with its common stock closing at or above $1.00 from May 26, 2026 through June 8, 2026, closing that specific deficiency.
Nasdaq has granted Wellgistics an extension until October 12, 2026 to demonstrate compliance with the stockholders’ equity requirement, avoiding immediate delisting while it pursues strategic transactions.

Negative

Wellgistics reported stockholders’ equity of $(12,447,801) as of December 31, 2025, far below Nasdaq’s $2,500,000 minimum under Listing Rule 5550(b)(1), and failure to restore compliance could lead to delisting.
Even with the extension, Nasdaq may delist the company’s securities if upcoming reports, including the year ended December 31, 2026, do not evidence compliance with stockholders’ equity requirements.

Insights

Nasdaq extends equity compliance deadline but delisting risk remains.

Wellgistics reports stockholders’ equity of $(12,447,801) as of December 31, 2025, far below Nasdaq’s $2,500,000 minimum under Listing Rule 5550(b)(1). Nasdaq has granted additional time, not cleared the deficiency.

The company is pursuing a combination with DataVault AI and an interest in Tollo Health, projecting a combined asset base of $4 billion and roughly $40 million in stockholders’ equity after closing. These figures are estimates and depend on the contemplated transactions being completed as described.

The extension runs until October 12, 2026, with compliance to be demonstrated either through a detailed narrative report or a recent pro forma balance sheet meeting equity thresholds. If future filings, including the report for the year ended December 31, 2026, do not show compliance, Nasdaq may initiate delisting, although an appeal to a Hearings Panel would still be available.

8-K Event Classification

2 items: 3.01, 8.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

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

Key Figures

Reported stockholders’ equity: $(12,447,801) Nasdaq minimum stockholders’ equity: $2,500,000 Estimated combined asset value: $4 billion +4 more

7 metrics

Reported stockholders’ equity $(12,447,801) As of December 31, 2025 in Form 10-K

Nasdaq minimum stockholders’ equity $2,500,000 Minimum Stockholders’ Equity Requirement under Rule 5550(b)(1)

Estimated combined asset value $4 billion Potential combined assets post transactions with DataVault AI and Tollo Health

Estimated post-transaction equity $40 million Approximate stockholders’ equity on a post-transaction basis

Equity compliance deadline October 12, 2026 Deadline to evidence compliance with Nasdaq equity rule

Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement

Bid compliance period May 26, 2026–June 8, 2026 Consecutive days with closing bid at or above $1.00

Key Terms

Nasdaq Listing Rule 5550(b)(1), Minimum Stockholders’ Equity Requirement, Minimum Bid Price Requirement, pro forma balance sheet, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1)"

Minimum Stockholders’ Equity Requirement financial

"which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Minimum Stockholders’ Equity Requirement”)"

Minimum Bid Price Requirement market

"below the required minimum of $1.00 per share (the “Minimum Bid Price Requirement”)"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

pro forma balance sheet financial

"a balance sheet no older than 60 days with pro forma adjustments for any significant transactions"

A pro forma balance sheet is a hypothetical snapshot of a company's assets, liabilities, and equity showing how the balance sheet would look after a planned event or assumed adjustment, such as a merger, acquisition, financing, or accounting change. It matters to investors because it highlights potential changes in liquidity, debt levels and ownership stakes—like a before-and-after photo or a forecast—so stakeholders can see the likely financial position if the proposed transaction or assumption occurs.

Listing Qualifications Department regulatory

"received a letter from Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

FAQ

What Nasdaq listing issues does Wellgistics Health (WGRX) currently face?

Wellgistics remains below Nasdaq’s stockholders’ equity requirement of $2,500,000, reporting $(12,447,801) as of December 31, 2025. Nasdaq granted extra time to regain compliance, but failure to improve equity levels could eventually result in delisting.

How long does Wellgistics Health (WGRX) have to regain Nasdaq equity compliance?

Nasdaq’s letter gives Wellgistics until October 12, 2026 to show equity compliance. By that date, it must file a public report demonstrating sufficient stockholders’ equity through completed transactions or a qualifying pro forma balance sheet.

What steps is Wellgistics Health (WGRX) taking to address its equity deficiency?

Wellgistics is pursuing a combination with DataVault AI and plans to acquire an intellectual patent portfolio and a controlling stake in Tollo Health. It estimates a potential combined asset value of $4 billion and approximately $40 million of post-transaction stockholders’ equity.

Has Wellgistics Health (WGRX) fixed its Nasdaq minimum bid price issue?

Yes. Nasdaq determined Wellgistics regained compliance with the $1.00 minimum bid price requirement. From May 26, 2026 to June 8, 2026, its common stock’s closing bid was at least $1.00 per share, and that matter is now closed.

Could Wellgistics Health (WGRX) still be delisted from Nasdaq?

Delisting remains possible if equity compliance is not demonstrated. If future reports, including the year ended December 31, 2026, fail to evidence sufficient stockholders’ equity, Nasdaq may move to delist, though the company could appeal to a Hearings Panel.

What options does Wellgistics Health (WGRX) have to prove equity compliance to Nasdaq?

Wellgistics can either file a report describing completed transactions that restore equity and affirming compliance, or submit a recent balance sheet with pro forma adjustments evidencing stockholders’ equity at or above Nasdaq’s $2,500,000 minimum threshold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:32 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): June 9, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously disclosed, on April 13, 2026, the Wellgistics Health, Inc. (the “Company”) received a letter (“Letter”) from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Minimum Stockholders’ Equity Requirement”). As reported in its Form 10-K, as of December 31, 2025, the Company had a stockholders’ equity of $(12,447,801).

The Company has taken affirmative steps to remedy the Minimum Stockholders’ Equity Requirement. Specifically, as previously reported, the Company entered into a binding term sheet with DataVault AI (“DataVault”), a Nasdaq listed company, with the goal of creating a newly combined company, DelivMeds AI. Additionally, the Company intends to acquire an intellectual patent portfolio and a controlling stake in Tollo Health. The Company estimates a potential combined asset value of $4 billion and stockholders’ equity of approximately $40 million on a post-transaction basis.

Based on the foregoing steps taken by the Company, on June 9, 2026, Nasdaq delivered a letter to the Company indicating that it has determined to grant the Company an extension of time to regain compliance with the Rule. The terms of the extension are as follows: on or before October 12, 2026, the Company opt for one of the two following alternatives to evidence compliance with the Rule: (A) The Company must furnish to the SEC and Nasdaq a publicly available report (e.g., a Form 8-K or Form 6-K) including: (1) a disclosure of Nasdaq’s deficiency letter and the specific deficiency(ies) cited; (2) a description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement for continued listing; (3) an affirmative statement that, as of the date of the report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the specific transaction or event referenced in step 2; and (4) a disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting; or (B) the Company must furnish to the SEC and Nasdaq a publicly available report including: (1) steps 1 & 2 set forth above; (2) a balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report date (the pro forma balance sheet must evidence compliance with the stockholders’ equity requirement); and (3) a disclosure that the Company believes it also satisfies the stockholders’ equity requirement as of the report date and that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the year December 31, 2026, with the SEC and Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy these terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.

Item 8.01. Other Events.

As previously disclosed, on December 10, 2025, Wellgistics Health, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s common stock had been below the required minimum of $1.00 per share (the “Minimum Bid Price Requirement”) for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted an initial compliance period of 180 calendar days, or until June 8, 2026, to regain compliance with the Minimum Bid Price Requirement.

On June 9, 2026, the Company received a written notice from Nasdaq stating that the Company has regained compliance with the Minimum Bid Price Requirement, and that the matter is now closed. Specifically, Nasdaq determined that, for each consecutive business day from May 26, 2026 to June 8, 2026, the closing bid price of the Company’s common stock had been at $1.00 per share or greater. The Company’s common stock continues to be listed and traded on The Nasdaq Global Select Market under the trading symbol “WGRX”.

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: June 12, 2026	WELLGISTICS HEALTH, INC.

	By:	/s/ Prashant Patel
		Prashant Patel, President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Wellgistics wins Nasdaq equity compliance extension