Wellgistics Health (WGRX) swaps $10.7M debt for stock, expands telehealth AI
Rhea-AI Filing Summary
Wellgistics Health, Inc. entered a court-approved settlement with Silverback Capital Corporation to resolve at least
The settlement allows shares to be issued in tranches by dividing portions of the claim amount by fixed prices between
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Insights
Wellgistics is swapping over $10.7M of liabilities into equity while expanding telehealth and AI partnerships.
The settlement with Silverback Capital Corporation converts at least
This structure reduces balance-sheet liabilities through unregistered equity issuance under Section 3(a)(10) and Regulation D, shifting risk toward potential dilution rather than cash outflows. Actual impact depends on how many shares are ultimately issued across tranches.
Operationally, the expanded Tollo Health/TolloCare relationship adds GLP-1, Long COVID, and mental health AI telehealth capabilities, aligning with Wellgistics’ move beyond distribution into technology-enabled patient services. The consulting agreement with Fortitude Advisors, led by Gerald Commissiong as consulting Chief Business Officer, is intended to support this evolving business model.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
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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:
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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).
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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
Order Approving Settlement Agreement
On February 4, 2026, Silverback Capital Corporation, a Delaware corporation (“SCC”), obtained an order from the Circuit Court within the Twelfth Judicial Circuit of Florida (the “Court”), granting approval of that certain Settlement Agreement and Stipulation entered into by and between SCC and Wellgistics Health, Inc., a Nevada corporation (the “Company”), pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). The Court approved the fairness of the terms and conditions of the Settlement Agreement and the issuance of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to SCC in connection therewith.
The foregoing is a summary of the Court’s order and is qualified in its entirety by reference to the full text of the Court’s order, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Settlement Agreement
Previously, on January 28, 2026, the Company and SCC entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”), pursuant to which SCC agreed to acquire and settle certain bona fide liabilities and obligations of the Company in an aggregate principal amount of not less than $10,712,734.16 (the “Claim Amount”) (the “Settlement”).
Pursuant to the Settlement Agreement, and subject to approval by the Court following a fairness hearing in compliance with Section 3(a)(10) of the Securities Act, the Company agreed to issue shares of its Common Stock to SCC in satisfaction of the Claim Amount. The Settlement Shares may be issued in one or more tranches, with the number of shares in each tranche determined by dividing (i) the applicable portion of the Claim Amount by (ii) a fixed price per share applicable to such tranche ranging from $0.25 per share to $2.25 per share, in each case as set forth in the Settlement Agreement and subject to amendment pursuant to its terms.
In addition to the shares issuable in satisfaction of the Claim Amount, the Company agreed to issue (i) 100,000 shares of Common Stock as a settlement fee, and (ii) 300,000 shares of Common Stock to cover legal fees and expenses incurred in connection with the Settlement.
On February 9, 2026, the Company and SCC entered into an Amendment to Settlement Agreement and Stipulation (the “Amendment”), pursuant to which the fixed price per share applicable to the first $2,250,000 tranche under the Settlement Agreement was amended and fixed at $0.25 per share. Except as expressly modified by the Amendment, the Settlement Agreement remains in full force and effect.
The foregoing is a summary of the Settlement Agreement and the Amendment and is qualified in its entirety by reference to the full text of the Settlement Agreement and the Amendment, which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.
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.
The Company securities issued pursuant to the Settlement will be sold and issued by the Company, in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) afforded by Section 3(a)(10) of the Securities Act and Rule 506(b) of Regulation D thereunder.
Item 7.01 Regulation FD Disclosure.
On February 13, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1.
The press release contains 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 releases 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 Securities and Exchange Commission (“SEC”), including an extensive discussion of these risks in the Company’s Registration Statement on Form S-1, declared effective by the SEC on September 25, 2025. 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 8.01 Other Events.
On February 6th, 2026, the Company entered into a consulting agreement with Fortitude Advisors, LLC, an entity owned and controlled by Gerald Commissiong, pursuant to which Mr. Commissiong was appointed as consulting Chief Business Officer.
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 | Settlement Agreement and Stipulation by and between Wellgistics Health Inc. and Silverback Capital Corporation, dated as of January 28, 2026 | |
| 10.2 | Amendment to Settlement Agreement and Stipulation by and between Wellgistics Health Inc. and Silverback Capital Corporation, dated as of February 9, 2026 | |
| 99.1 | Press Release Dated February 11, 2026 | |
| 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: February 13, 2026 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
Exhibit 99.1
Wellgistics Health to Add Telehealth & Mental Health AI Capabilities via Tollo Health Partnership Expansion
| ● | Tollo Health recently formed subsidiary TolloCare, LLC (‘TolloCare’) initially targeted to provide telehealth services for GLP-1 and Long COVID patients | |
| ● | TolloCare has white-labeled telehealth capabilities via a telemedicine company with over 5,000 onboarded physicians nationwide to provide synchronous and asynchronous medical services, including prescriptions, for weight loss and separately will cultivate a Long COVD physician base | |
| ● | Tollo Health has entered into agreement to expand TolloCare capabilities via a partnership with a stealth San Francisco Bay Area startup preparing to deploy a mental health AI app with unique tools to engage with patients |
TAMPA, FL, February 11, 2026 – Wellgistics Health, Inc. (NASDAQ: WGRX), a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence (‘AI’) platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™, today announced that it has expanded its partnership Tollo Health, LLC (Tollo Health’). The partnership expansion includes the addition of telehealth services being developed by TolloCare, LLC (‘TolloCare’), a wholly-owned subsidiary of Tollo Health, which focuses on telemedicine, an app-based mental health AI offering, and public health information. TolloCare was initially established to focus on GLP-1 and Long COVID patients and will now expand its focus to be able to service Wellgistics’ emerging partnership with NFL Alumni Health.
“More and more patients are interacting with their healthcare professionals primarily online,” said Prashant Patel, RPh, President & Interim-CEO of Wellgistics Health. “As we evolve our business model from pharmaceutical distribution-only to more comprehensively service patients both through our Wellgistics Pharmacy Network and our own online pharmacy, we understand that we must meet the patients where they are and provide convenient solutions that improve their outcomes. GLP-1 agonist drug use is becoming more widespread as more convenient as oral formulations begin to hit the market. Given that Forzet™ distribution is ready to begin this quarter, we believe now is the right time to expand into telemedicine. Tollo Health has positioned itself as an intellectual leader in understanding essential amino acid formulations and how they interplay with mitochondrial biology. It makes sense for us to leverage their intellectual capital to help to educate physicians and pharmacists on how best to use GLP-1 agonist drugs together with Forzet.”
Tollo Health recently formed TolloCare to expand into the telehealth space in order to pair GLP-1 and Long COVID patients with knowledgeable healthcare professionals who are educated on best practices in these two rapidly evolving areas. TolloCare recently expanded its telemedicine capabilities by way of a contracted services agreement with a market leading telehealth platform, and separately has entered into an agreement with a San Francisco Bay Area stealth app-based mental health artificial intelligence company to deploy unique tools across its patient base in order to help improve outcomes by supporting patients mental health and driving engagement. TolloCare intends to expand its focus into mental health, weight loss (maintaining weight loss after GLP-1 agonist drug discontinuation), cardiometabolic disease, sleep apnea, and pain management.
About Wellgistics Health, Inc.
Wellgistics Health (NASDAQ: WGRX) is a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispending journey. Its integrated platform connects 6,500+ pharmacies (the “Wellgistics Pharmacy Network”) and 200+ manufacturers, offering wholesale distribution, digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment as needed to optimize patient access. Wellgistics provides end-to-end solutions designed to restore access, transparency, and trust in the U.S. prescription drug market for independent pharmacies.
For more information, visit www.wellgisticshealth.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the parties’ plans to negotiate definitive agreements, potential implementation, adoption, performance, revenue sharing, and other anticipated benefits of the contemplated collaboration. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in DataVault AI, Inc.’s and Wellgistics Health, Inc.’s filings with the SEC. Forward-looking statements speak only as of the date hereof, and neither company undertakes any obligation to update them except as required by law. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, and there shall be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Wellgistics Media & Investor Contact
Media:
media@wellgisticshealth.com
Investor Relations:
IR@wellgisticshealth.com
FAQ
What liabilities is Wellgistics Health (WGRX) settling with Silverback Capital?
How will the Wellgistics Health (WGRX) settlement shares be priced?
What additional shares is Wellgistics Health (WGRX) issuing in connection with the settlement?
Under which exemptions are Wellgistics Health (WGRX) settlement securities being issued?
What new leadership arrangement did Wellgistics Health (WGRX) announce?
How is Wellgistics Health (WGRX) expanding its partnership with Tollo Health and TolloCare?
Filing Exhibits & Attachments
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