[8-K] Wellgistics Health, Inc. Reports Material Event

Rhea-AI Filing Summary

Schedule 13D filing overview

On 06/30/2025 Atlantis Holding Corp. and Icon Energy Corp.’s Chairwoman & CEO, Ismini Panagiotidi, disclosed beneficial ownership of 7,685,546 common shares of Icon Energy (“ICON”), representing 77.9 % of the outstanding class.

The position consists of (i) 5,000 common shares held directly and (ii) 7,680,546 shares issuable upon conversion of 17,249 Series A Cumulative Convertible Perpetual Preferred Shares. The Series A shares are convertible, in whole (not in part), between 16 Jul 2025 and 15 Jul 2032 at the lower of US $240 or the 5-day VWAP immediately before notice.

The preferred stock was issued under a 11 Jun 2024 exchange whereby ICON acquired Maui Shipping Co.; a further 2,249 Series A shares were issued in-kind for dividends on 30 Jun 2025. Atlantis is incorporated in the Marshall Islands; Ms. Panagiotidi controls Atlantis and Pavimar Shipping, which manages vessels operated by ICON.

The filing states the stake is held for investment purposes and that there are currently no definitive plans for additional transactions affecting ICON’s capital, governance or operations, though regular discussions with management and directors occur.

Key investor takeaways: (1) ICON is effectively insider-controlled, limiting minority influence; (2) up to 7.68 million new shares could be issued after July 2025, creating potential dilution risk; (3) conversion price linkage to VWAP may mitigate extreme pricing but favors the holder if shares trade below US $240.

Positive

• High insider ownership (77.9 %) aligns management incentives with shareholder value.
• Conversion price capped at US $240 or VWAP, potentially limiting extreme dilution if shares appreciate strongly.

Negative

• Issuance of up to 7.68 million new shares could dilute existing holders by more than 3.5× once conversion occurs.
• Single insider group controls voting power, reducing minority influence and elevating governance risk.

Insights

Equity Analyst

TL;DR – 78 % insider stake signals control; dilution risk starts July 2025.

The 13D confirms near-total control of ICON by Atlantis/CEO Panagiotidi. While alignment of interests can be beneficial, minority investors should price in a controlling shareholder’s ability to pass corporate actions unilaterally. The 17,249 Series A preferred shares convert in whole, not in part, preventing gradual sales but unleashing a 351 % share-count increase once exercised. With conversion tied to VWAP, dilution could be severe if ICON trades well below US $240. Until conversion, preferred dividends may continue to be paid in-kind, compounding overhang. I view the filing as strategically important but not yet value-changing, hence a neutral rating.

Corporate Governance Expert

TL;DR – Single-party control raises governance and minority-rights concerns.

Atlantis and Ms. Panagiotidi now command nearly 78 % voting power, effectively eliminating public float influence. Such concentration increases related-party-transaction risk, especially given Pavimar’s operational ties. The absence of stated plans offers limited comfort; a controlling shareholder can alter bylaws, approve financings or mergers without minority consent. Future conversion of the preferreds will further cement control while diluting outsiders. Minority investors should monitor board independence and disclosure robustness. Overall governance impact: negative.

false 0002030763 0002030763 2025-07-07 2025-07-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

July 7, 2025

Date of Report (Date of earliest event reported)

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)		(I.R.S. Employer Identification No.)

3000 Bayport Drive

Suite 950

Tampa, FL 33607

(Address of principal executive officers) (Zip Code)

(844) 203-6092

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

	☐	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, par value $.0001 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 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On July 7, 2025, the Board of Directors of Wellgistics Health, Inc. (the “Company”) approved the dismissal of Suri & Co., Chartered Accountants (“Suri”), the Company’s independent registered public accounting firm.

The reports of Suri on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 contained a note relating to the Company’s ability to continue as a going concern. Other than this note, Suri’s reports on the Company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2024, and December 31, 2023, and the interim period from the end of the most recently completed year through July 7, 2025, there were (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) between the Company and Suri on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Suri, would have caused Suri to make reference to the subject matter of the disagreement in Suri’s reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Suri with a copy of the disclosures it is making in this Current Report on Form 8-K and has requested that Suri furnish it with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether Suri agrees with the above disclosures and, if not, stating the respects in which Suri does not agree. A copy of Suri’s letter to the SEC, dated July 8, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Appointment of Independent Registered Public Accounting Firm

On July 7, 2025, the Company’s Board of Directors approved the engagement of UHY LLP (“UHY”) as the Company’s new independent registered public accounting firm, effective as of July 7, 2025.

During the fiscal years ended December 31, 2024, and December 31, 2023, neither the Company, nor anyone on its behalf, consulted with UHY regarding: (i) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that UHY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
16.1		Letter from Suri & Co., Chartered Accountants to the Securities and Exchange Commission, dated July 8, 2025.
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 report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wellgistics Health, Inc.
Dated: July 8, 2025	By:	/s/ Mark DiSiena
		Mark DiSiena
		Chief Financial Officer

FAQ

How much of ICON common stock does Atlantis Holding Corp. own?

Atlantis and CEO Ismini Panagiotidi beneficially own 7,685,546 shares, or 77.9 % of ICON’s outstanding common stock.

When can the Series A Preferred Shares be converted into ICON common stock?

All Series A shares are convertible in whole between 16 Jul 2025 and 15 Jul 2032.

What is the conversion price for ICON’s Series A Preferred Shares?

Each share converts at the lower of US $240 or the 5-day VWAP prior to conversion notice.

How did Atlantis Holding Corp. acquire its ICON stake?

The shares were received under an Exchange Agreement dated 11 Jun 2024 when ICON acquired Maui Shipping Co. and later via in-kind dividend payment.

Will the conversion of preferred shares dilute existing ICON shareholders?

Yes. Conversion would add up to 7.68 million new shares, materially diluting current holders.

Who is Ismini Panagiotidi in relation to ICON?

She is ICON’s Chairwoman & CEO and controls both Atlantis Holding Corp. and Pavimar Shipping.