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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): May 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
May 1, 2026, Wellgistics, LLC (“Wellgistics”), a wholly owned subsidiary of Wellgistics Health, Inc. (the “Company”),
entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement (the “Forbearance Agreement”) with Marco
Capital, Inc. (“MCI”). The Company, together with certain members of management, also entered into the Forbearance Agreement
for purposes of reaffirming certain guaranty and related obligations.
Under
the Forbearance Agreement, Wellgistics acknowledged approximately $1.77 million in outstanding obligations owed to MCI under that certain
Loan and Security Agreement, dated November 22, 2024, between Wellgistics and MCI. Pursuant to the Forbearance Agreement, MCI agreed
to temporarily forbear from exercising certain rights and remedies arising under the existing loan documents through June 15, 2026, subject
to the terms and conditions set forth therein.
The
Forbearance Agreement provides for bi-weekly payments of $50,000 beginning May 5, 2026. In addition, the agreement provides that a portion
of net proceeds received from future financing transactions by the Company or its affiliates during the forbearance period may be required
to be applied toward repayment of the outstanding obligations, subject to specified percentage thresholds set forth in the agreement.
The
outstanding obligations accrue interest at a rate equal to Term SOFR plus 11.5% per annum beginning May 5, 2026.
The
Forbearance Agreement also contains customary acknowledgments, representations and warranties, reaffirmations of existing guaranties,
covenants, events of default and reservation of rights provisions customary for agreements of this nature.
The
foregoing description of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Forbearance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
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 |
| 10.1 |
|
Acknowledgement of Indebtedness, Forbearance and Repayment Agreement dated as of May 1, 2026, by and among Marco Capital, Inc., Wellgistics, LLC, Wellgistics Health, Inc., Prashant Patel and Eric Sherb |
| 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:
May 7, 2026 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
