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2025-08-28
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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 28, 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 $.0001 per share |
|
WGRX |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
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
August 28, 2025, the Company entered into a Business Loan and Security Agreement with Agile Capital Funding, LLC for a principal amount
of $1,300,000 (the “Agile Loan”). The Agile Loan is effective as of August 26, 2025, and matures on April 8,
2026. The interest charge of the Agile Loan is equal to $572,000, assuming all payments are made on time. The Company has agreed to repay
the Agile Loan in weekly installments of $58,500, and it may be prepaid subject to payment of prepayment
fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date.
A portion of the Agile Loan was used to satisfy previously outstanding obligations under (i) that certain Business Loan and Security
Agreement dated as of May 14, 2025, among Agile Capital Funding, LLC, the Company, and Wellgistics, LLC and (ii) that certain Agreement
for the Purchase and Sale of Future Receipts dated June 25, 2025 by and between the Company and Agile Capital Funding, LLC. The Company
received approximately $500,000 in cash proceeds. The Company intends to utilize the net proceeds of the Agile Loan for general working
capital purposes. The Agile Loan is secured by certain assets of the Company not otherwise secured in its other financing arrangements.
The
foregoing description of the Agile Loan does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agile Loan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
7.01. Regulation FD Disclosure.
On
August 27, 2025, the Company issued a press release regarding the introduction of a fully customizable artificial intelligence engine
integrated into the Company’s tech and hub platform. The press release is filed as Exhibit 99.1 hereto and is incorporated herein
by reference.
The
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, 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.
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 Annual Report on Form 10-K filed
with the SEC on March 25, 2025, and subsequent Quarterly Reports on Form 10-Q filed with the SEC. 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.
| Exhibit
Number |
|
Description |
| 10.1# |
|
Business Loan and Security Agreement dated as of August 26, 2025, among Agile Capital Funding, LLC, Wellgistics Health, Inc., and Wellgistics, LLC. |
| 99.1 |
|
Press Release by Wellgistics Health, Inc., dated August 27, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
| # |
As permitted by Regulation S-K, Item 601(b)(10)(iv) of the
Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed
document. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon
its request. |
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 29, 2025 |
By: |
/s/
Mark DiSiena |
| |
|
Mark
DiSiena |
| |
|
Chief
Financial Officer |
