Wellgistics Health (NASDAQ: WGRX) signs debt forbearance through June 2026

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Wellgistics Health, Inc., through its subsidiary Wellgistics, LLC, entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement with Marco Capital, Inc. on May 1, 2026. Wellgistics acknowledged approximately $1.77 million in outstanding obligations under a prior Loan and Security Agreement.

Under the Forbearance Agreement, Marco Capital agreed to temporarily forbear from exercising certain rights and remedies through June 15, 2026. Wellgistics must make bi-weekly payments of $50,000 starting May 5, 2026, and a portion of net proceeds from future financings during the forbearance period may need to be applied to repayment. The obligations will accrue interest at a rate equal to Term SOFR plus 11.5% per annum beginning May 5, 2026.

Positive

None.

Negative

High-cost, structured debt service: Approximately $1.77 million in obligations now carry interest at Term SOFR plus 11.5% per annum, with required $50,000 bi-weekly payments and a claim on portions of net proceeds from future financings during the forbearance period, tightening liquidity and financial flexibility.

Insights

Wellgistics secures short-term relief but at high cost and tighter terms.

Wellgistics Health has formalized about $1.77 million of debt with Marco Capital through a Forbearance Agreement that runs until June 15, 2026. In exchange for Marco Capital pausing certain enforcement rights, the company commits to structured repayments and higher interest.

The agreement requires $50,000 bi-weekly payments starting May 5, 2026 and sets interest at Term SOFR plus 11.5% annually. It also channels a portion of net proceeds from any future financings during the forbearance period toward this debt, which can constrain how new capital is used.

This structure provides time-limited breathing room but increases financing costs and prioritizes repayment to Marco Capital. Investors will likely focus on whether operating cash flow and potential financings during the period are sufficient to meet these obligations and avoid triggering events of default described in the agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Outstanding obligations to Marco Capital: $1.77 million Scheduled bi-weekly payment: $50,000 Interest rate on obligations: Term SOFR + 11.5% per annum +2 more

5 metrics

Outstanding obligations to Marco Capital $1.77 million Acknowledged under Forbearance Agreement dated May 1, 2026

Scheduled bi-weekly payment $50,000 Due every two weeks beginning May 5, 2026

Interest rate on obligations Term SOFR + 11.5% per annum Accruing on outstanding obligations beginning May 5, 2026

Forbearance period end date June 15, 2026 Period during which Marco Capital forbears certain remedies

Agreement execution date May 1, 2026 Date Wellgistics and Marco Capital entered Forbearance Agreement

Key Terms

Forbearance Agreement, Acknowledgment of Indebtedness, Loan and Security Agreement, Term SOFR, +1 more

5 terms

Forbearance Agreement financial

"entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement"

A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.

Acknowledgment of Indebtedness financial

"entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement"

Loan and Security Agreement financial

"owed to MCI under that certain Loan and Security Agreement, dated November 22, 2024"

A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.

Term SOFR financial

"accrue interest at a rate equal to Term SOFR plus 11.5% per annum"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

events of default financial

"covenants, events of default and reservation of rights provisions"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What agreement did Wellgistics Health (WGRX) enter into with Marco Capital?

Wellgistics Health, through subsidiary Wellgistics, LLC, entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement with Marco Capital, Inc. on May 1, 2026. This formalizes outstanding debt and temporarily limits Marco Capital’s enforcement rights, subject to strict repayment terms and covenants.

How much debt does Wellgistics Health (WGRX) acknowledge in the forbearance deal?

Wellgistics acknowledges approximately $1.77 million in outstanding obligations to Marco Capital, Inc. under a prior Loan and Security Agreement dated November 22, 2024. This amount is now governed by the new Forbearance Agreement, which sets specific repayment, interest, and financing-related repayment provisions.

What are the repayment terms under Wellgistics Health’s (WGRX) Forbearance Agreement?

The Forbearance Agreement requires bi-weekly payments of $50,000 beginning May 5, 2026. It also directs a portion of net proceeds from future financing transactions during the forbearance period toward repaying the outstanding obligations, based on specified percentage thresholds detailed in the agreement.

How long will Marco Capital’s forbearance for Wellgistics Health (WGRX) last?

Marco Capital agreed to temporarily forbear from exercising certain rights and remedies under existing loan documents through June 15, 2026. This forbearance period gives Wellgistics time to make scheduled payments and potentially use future financing proceeds to reduce its obligations, subject to all agreement conditions.

What interest rate applies to Wellgistics Health’s (WGRX) obligations to Marco Capital?

The outstanding obligations under the Forbearance Agreement accrue interest at a rate equal to Term SOFR plus 11.5% per annum, beginning May 5, 2026. This floating-rate structure ties interest costs to the benchmark Term SOFR, adding a substantial credit spread on top.

Do future financings affect Wellgistics Health’s (WGRX) repayment to Marco Capital?

Yes. During the forbearance period, a portion of net proceeds from future financing transactions by Wellgistics Health or its affiliates may need to be applied to repaying the Marco Capital obligations. The applicable percentages are set out in the Forbearance Agreement’s detailed terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/07/2026 - 04:13 PM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 98.2 KB