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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): April 1, 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.
On
April 1, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase
Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors
in a private offering up to $1,250,000 in aggregate principal amount (the “Aggregate Principal Amount”) of promissory notes
(the “Notes”) (the “Offering”). The aggregate purchase price payable by all Investors for the Notes is $1,000,000,
reflecting a 20% original issue discount.
All
principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable
on (a) the twelve (12) month anniversary of the date of issuance of the Notes, or (b) the date of closing of the next issuance and sale
of capital stock of the Company, in a single transaction or series of related transactions, to Investors (a “Qualified Financing”).
The Notes shall accrue interest at a rate of 0% except in the event of an event of default, in which case, the default interest rate
shall be 15% per annum.
The
Note contains certain specified events of default, the occurrence of which would entitle Investors to immediately demand repayment of
all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative
and restrictive covenants by the Company.
The
Note Purchase Agreement includes standard representations, warranties, and conditions precedent for both parties. It further provides
that, for the longer of (i) one year from date the Note is issued or (ii) so long as any Notes remain outstanding, if the Company proposes
to offer and sell its securities, whether through an Equity Financing (as defined in the Note Purchase Agreement) or any other transaction
(each, a “Future Offering”), the Investors have the right, but not the obligation, to participate in the Future Offering
by purchasing securities in an amount up to 100% of their purchased Note principal. Additionally, the Company has agreed that while the
Aggregate Principal Amount remains outstanding, the Company will not (i) incur, create, assume, guarantee, or otherwise become liable
for any borrowed money or issue debt securities, and (ii) grant, create, incur, assume, or permit any new lien, pledge, mortgage, security
interest, or other encumbrance on its assets or properties, whether currently owned or later acquired.
The
foregoing description of the Notes and the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Note and the Note Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item
3.02 in its entirety.
In
the Purchase Agreement, each Investor represented to the Company, among other things, that it is an “accredited investor”
(as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)).
The Note and any Company securities issued upon conversion of the Note, and the PA Warrants will be sold and issued by the Company to
the Investors and the Placement Agent, as applicable, in reliance upon the exemptions from the registration requirements of the Securities
Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Note, dated April 1, 2026 |
| 10.1 |
|
Form of Note Purchase Agreement dated as of April 1, 2026, by and between Wellgistics Health, Inc. and certain investors party thereto |
| 104* |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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 7, 2026 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
