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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): January 5, 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
January 5, 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 $3,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of convertible promissory
notes (the “Notes”) (the “Offering”). The aggregate purchase price payable by all Investors for the Notes is
$2,500,000, 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 six (6) 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 resulting in gross proceeds to
the Company of at least $2,000,000 (excluding indebtedness converted in such financing) (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 18%
per annum.
If
not sooner repaid, all outstanding amounts payable pursuant to each Note shall be convertible, at the election of the holder of such
Note, into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares calculated
by dividing (X) the Note balance by (Y) the price per equity security issued in such Qualified Financing, and otherwise on the same terms
as the security issued in the Qualified Financing, provided that the conversion price per share of common stock shall not, in any event,
be lower than $0.08, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar
events (the “Floor Price”). The Floor Price was calculated to avoid issuing greater than 20% of the capitalization of the
Company upon conversion of the Notes, and is based on the closing bid price of the Company’s common stock on the Nasdaq Capital
Market immediately preceding the signing of the Note.
The
Note contains certain specified events of default, the occurrence of which would entitle Investor 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
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 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 outstanding 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, except that it may encumber its
Intellectual Property (as defined in the Purchase Agreement).All amounts payable by the Company pursuant to the Notes shall be fully
guaranteed by a subsidiary of the Company pursuant to a Global Guaranty Agreement by and between such subsidiary and the creditor party
thereto.
On
January 5, 2026, in connection with the Offering, the Company entered into a placement agency agreement, a copy of which is filed as
Exhibit 10.3 to this Current Report on Form 8-K (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (the
“Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s placement agent in connection
with the Offering. Under the terms of the Placement Agency Agreement, as compensation for services rendered (i) the Company paid selling
commissions of 6.5% of gross offering proceeds from the sale of the Notes in the Offering; and (ii) the Company issued common stock purchase
warrants, in the form filed as Exhibit 10.2 to this Current Report on Form 8-K (the “PA Warrants”) to the Placement Agent
and its designees to purchase a number of shares of Company common stock equal to 5% of the aggregate gross proceeds received by the
Company with an exercise price equal to the closing price of the common stock on the last trading day before closing of the Offering.
Total selling commissions paid by the Company to the Placement Agent were $162,500.
The
foregoing description of the Notes, the Note Purchase Agreement, the PA Warrants, and the Placement Agency Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the form of Note, the Note Purchase Agreement, the PA
Warrants, and the Placement Agency Agreement, copies of which are filed as Exhibits 4.1, 10.1, 10.2, and 10.3, 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
7.01 Regulation FD Disclosure.
On
January 7, 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
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 January 5, 2026 |
| 10.1 |
|
Form of Note Purchase Agreement dated as of January 5, 2026 by and between Wellgistics Health, Inc. and certain investors party thereto |
| 10.2 |
|
Form of Warrant, dated January 5, 2026 |
| 10.3 |
|
Placement Agency Agreement dated as of January 5, 2026 by and between Wellgistics Health, Inc. and Dawson James Securities, Inc. |
| 99.1 |
|
Press Release Dated January 7, 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:
January 8, 2026 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
