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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
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 |
