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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): October 24, 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) |
|
(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
8.01 Other Events.
Exercise
of Warrants
On
October 24, 2025, certain holders of warrants exercised warrants at an exercise price of $0.70 per share of common stock resulting in
the issuance of 3,111,429 shares of the Company’s common stock in the aggregate to such holders.
Integra
Health Inc. Debt Conversion Agreement
On
October 30, 2025, the Company entered into a Debt Conversion Agreement (the “Integra Health DCA”), by and among the Company,
Integra Health Inc., a Florida corporation (“Integra Health”), and WoodSage LLC, a Florida limited liability company and
a wholly-owned subsidiary of the Company (“WoodSage”). The Integra Health DCA addressed the conversion of indebtedness in
the amount of $1,3000,000 due pursuant to a promissory note issued by WoodSage in favor of Integra Health, dated as of August 22, 2023
(the “Note”). Under the Integra Health DCA, the indebtedness in the among of $1,300,000 was converted into shares
of the Corporation’s common stock at a price per share of $0.70 for an aggregate number of shares of 1,857,143 in full satisfaction
of the obligations of WoodSage outstanding under the Note.
Integra
Pharma Solutions, LLC Debt Conversion Agreement
On
October 30, 2025, the Company entered into a Debt Conversion Agreement (the “Integra Pharma DCA”), by and among, the Company,
Integra Pharma Solutions, LLC, a Florida limited liability company (“Integra Pharma”), and WoodSage. The Integra Pharma DCA
addressed the conversion of indebtedness in the amount of $4,019,859 due to Integra Pharma by WoodSage in connection with the Sale of
Goods Agreement by and between Integra Pharma and WoodSage, dated as of August 2023 (the “Sale Agreement”). Under the Integra
Pharma DCA, the indebtedness in the among of $4,019,859 was converted into shares of the Corporation’s common stock at a price
per share of $0.70 for an aggregate number of shares of 5,742,656 143 in full satisfaction of the obligations of WoodSage outstanding
under the Sale Agreement.
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 |
| 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:
October 30, 2025 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
