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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): August 8, 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 $0.0001 per share |
|
WGRX |
|
The
Nasdaq Stock 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 1.02. Termination of a Material
Definitive Agreement.
As
previously disclosed, on April 9, 2025 Wellgistics Health, Inc. (the “Company”) entered into an equity purchase
agreement (the “ELOC Purchase Agreement”) with Hudson Global Ventures, LLC (the “Investor”),
pursuant to which the Company had the right, but not the obligation, to direct the Investor to purchase up to $50,000,000 in shares of
the Company’s common stock upon satisfaction of certain terms and conditions contained in the ELOC Purchase Agreement.
On
August 13, 2025, the Company delivered written notice to the Investor of its election to terminate the ELOC Purchase Agreement, pursuant
to Section 10.5 thereof, and abandoned the transactions contemplated thereby. The Company did not incur any termination fees or penalties
as a result of terminating the ELOC Purchase Agreement.
The
foregoing description of the ELOC Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the ELOC Purchase Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 11, 2025, and which is incorporated by reference herein.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 8, 2025, Prashant Patel advised the Company that he was resigning from his position as the Company’s President and a member
of the board of directors effective immediately. Mr. Patel’s decision to resign is not the result of any dispute or disagreement
with the Company, the Company’s management or the Company’s board of directors on any matter relating to the Company’s
operations, policies, or practices.
As
a result of Mr. Patel’s resignation, his employment agreement with the Company automatically
terminated as of August 8, 2025.
Item
7.01. Regulation FD Disclosure.
On
August 13, 2025, the Company issued a press release announcing the launch of its XRP Implementation Program. The press release is filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
Additionally,
on August 14, 2025, the Company issued a press release announcing the termination of the ELOC Purchase Agreement. The press release is
filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Each
press release shall 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 Exhibit 99.1 and Exhibit 99.2, 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release by Wellgistics Health, Inc., dated August 13, 2025. |
| 99.2 |
|
Press Release by Wellgistics Health, Inc., dated August 14, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
August 14, 2025 |
By: |
/s/
Mark DiSiena |
| |
|
Mark
DiSiena |
| |
|
Chief
Financial Officer |
