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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): September 5, 2025
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 Stock Market LLC
(Nasdaq
Capital Market) |
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
7.01. Regulation FD Disclosure.
On
September 5, 2025, the Wellgistics Health, Inc. (the “Company”) issued a press release announcing that it will
present at three upcoming business conferences during the month of September 2025. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated into this Item 7.01 by reference.
The
Company also is furnishing this Current Report on Form 8-K in connection with the disclosure of information about the Company in the
form of an updated and enhanced corporate presentation and fact sheet. The Company intends to use this presentation and fact sheet at
upcoming conferences, and may in the future use them in meetings with prospective investors and strategic partners. A copy of the presentation
and fact sheet are furnished as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K and
are incorporated into this Item 7.01 by reference. On September 8, 2025, the Company posted the presentation and fact sheet to its website,
which is accessible at www.wellgisticshealth.com/investors.
The
press release, presentation, and fact sheet will not be deemed “filed” for any purpose, including for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of such Section 18. The information in this Item 7.01, as well as Exhibits 99.1, 99.2, and 99.3, shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language
in such filing.
The
information included in the presentation and fact sheet is summary information that should be considered in the context of the Company’s
filings with the Securities and Exchange Commission (the “SEC”) and other public announcements the Company
has made or may make by press release or otherwise from time to time. The presentation and fact sheet provide information as of the date
of this Current Report on Form 8-K. By furnishing this Current Report on Form 8-K as well as the presentation and fact sheet, the Company
makes no admission as to the materiality of any information in the presentation or fact sheet. While the Company may elect to update
the presentation and/or fact sheet in the future to reflect events and circumstances that occur or exist after the date of this Current
Report on Form 8-K, the Company expressly disclaims any obligation to do so.
The
press release, presentation, and fact sheet contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. With the exception of historical
matters, the matters discussed in the press release, presentation, and fact sheet include
forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements include, among others, statements
regarding the Company’s projects, potential financial performance, and growth opportunities. The words “believes,”
“expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,”
“will,” and similar expressions are intended to identify certain of these forward-looking statements. These statements are
based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results
performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially
from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could
cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements,
but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in
the Company’s filings with the SEC, including an extensive discussion of these risks in the Company’s Annual Report on Form
10-K filed with the SEC on March 25, 2025, and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Readers are cautioned not
to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K.
The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated September 5, 2025. |
| 99.2 |
|
Corporate Presentation, dated September 8, 2025. |
| 99.3 |
|
Corporate Fact Sheet, dated September 8, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded with 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:
September 8, 2025 |
By: |
/s/
Mark DiSiena |
| |
|
Mark
DiSiena |
| |
|
Chief
Financial Officer |
