Wellgistics Health (NASDAQ: WGRX) forms KareRx JV with $2M stock deal
Rhea-AI Filing Summary
Wellgistics Health, Inc. entered into a Collaboration Agreement to form a new limited liability company, Healthstar, with Kare Rx Hub, LLC. Wellgistics will hold a 51% membership interest and Kare Hub will hold 49%. Kare Hub will transfer specified intellectual property and related assets into Healthstar.
As consideration, Wellgistics agreed to pay Kare Pharmtech an aggregate purchase price of $2,000,000 in unregistered common stock. The agreement provides for 1,500,000 shares at closing and, at Wellgistics’ option, additional shares by April 1, 2027, based on a two-day volume-weighted average price. The Purchase Shares will be restricted, with Kare Pharmtech subject to a 12‑month lock-up from each payment date.
A related press release explains that the joint venture combines Wellgistics’ EinsteinRx™ and HubRx AI™ platforms with KareRx’s digital hub, creating an integrated ecosystem that can potentially reach more than 200,000 patient lives and support direct‑to‑patient and decentralized care models.
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Insights
Stock-funded joint venture adds scale and reach but details on economics remain limited.
The agreement creates Healthstar, a jointly owned entity where Wellgistics holds 51% and Kare Hub holds 49%. Kare Hub contributes intellectual property and related assets, while Wellgistics pays an equity-based purchase price of $2,000,000 in common stock, limiting near-term cash outlay.
Initial consideration is 1,500,000 shares at closing, with optional additional shares through the Reconciliation Date using a two-day volume-weighted average price. The shares are restricted and carry a 12‑month lock-up, which moderates immediate resale risk but still introduces potential dilution over time.
Operationally, the press release highlights integration of EinsteinRx™, HubRx AI™, and KareRx’s digital hub, with an estimated reach of more than 200,000 patient lives. The filing notes that implementation steps and realization of anticipated benefits are not assured, so future disclosures will be important to understand revenue contribution and cost sharing within the joint venture.
8-K Event Classification
Key Figures
Key Terms
Collaboration Agreement regulatory
restricted securities financial
lock-up period financial
volume-weighted average price financial
direct-to-patient medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Collaboration Agreement (the “Collaboration Agreement”) with Kare Rx Hub, LLC (“Kare Hub”), Kare Pharmtech, LLC (“Kare Pharmtech”), and Healthstar Technologies, LLC (“Healthstar”), pursuant to which the parties agreed to collaborate through a newly formed limited liability company structure.
The Collaboration Agreement provides for the creation of a separate limited liability company, Healthstar, in which the Company will hold a 51% membership interest and Kare Hub will hold a 49% membership interest. Pursuant to the Collaboration Agreement, at the closing of the transactions contemplated thereby (the “Closing”), Kare Hub will assign, transfer, convey and deliver to Healthstar certain intellectual property and related assets and records as described in the Collaboration Agreement (the “Transferred Assets”), subject to Kare Hub’s security and collateral rights as provided in the Collaboration Agreement.
In consideration for the Transferred Assets, the Collaboration Agreement provides that the Company will pay Kare Pharmtech an aggregate purchase price of $2,000,000, payable in unregistered shares of the Company’s common stock (the “Purchase Shares”), delivered in installments. The Collaboration Agreement provides that (i) 1,500,000 Purchase Shares will be delivered to Kare Pharmtech at Closing and (ii) thereafter, on or prior to April 1, 2027 (the “Reconciliation Date”), the Company may, at its sole option and election, deliver additional Purchase Shares such that the aggregate value of all Purchase Shares delivered to Kare Pharmtech equals $2,000,000, with the number of additional Purchase Shares to be determined using a two-day volume-weighted average price of the Company’s common stock prior to the date of issuance of such additional shares.
The Collaboration Agreement further provides, among other things, that: (a) the Purchase Shares are intended to be “restricted securities” and will bear a restrictive legend and be subject to applicable transfer restrictions; (b) Kare Pharmtech agreed to a 12-month lock-up period from the applicable payment date, subject to certain exceptions (including with the Company’s prior written consent); (c) the Closing is to occur remotely by exchange of documents and signatures at 10:00 a.m. Eastern Time on or about April 10, 2026, or at such other time and place (or in such other manner) as the parties may mutually agree in writing, and is subject to satisfactory completion of due diligence (including IT and financial due diligence), with either party having the right to terminate the Collaboration Agreement in its entirety if dissatisfied upon completion of such due diligence; (d) the parties generally do not assume one another’s liabilities and obligations, and liabilities and obligations remain with the applicable party as described in the Collaboration Agreement; and (e) at Closing, the parties will deliver customary closing documentation, including an operating agreement for Healthstar, an assignment and assumption agreement, and certain security documentation (including a UCC financing statement and an intellectual property security agreement) in favor of Kare Hub.
The foregoing description of the Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As described under Item 1.01 above, pursuant to the Collaboration Agreement, the Company agreed to issue to Kare Pharmtech up to $2,000,000 of the Company’s common stock in connection with the transactions contemplated by the Collaboration Agreement, including the issuance of 1,500,000 shares at Closing and, at the Company’s election, additional shares on or prior to the Reconciliation Date, subject to the terms and conditions described in the Collaboration Agreement.
Any issuance of Purchase Shares pursuant to the Collaboration Agreement is expected to be made in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, in a transaction not involving a public offering.
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On April 14, 2026, the Company issued a press release announcing the execution of a definitive joint venture agreement with Kare Pharmtech’s wholly owned subsidiary, Kare Rx Hub, LLC, and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 | Collaboration Agreement, dated effective April 13, 2026, by and among Wellgistics Health, Inc., Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC. | |
| 99.1 | Press release, dated April 14, 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: April 17, 2026 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
Exhibit 99.1
Wellgistics Health and Kare PharmTech Execute Joint Venture Expanding Access to 200,000+ Patient Lives
| ● | Joint venture executed combining Wellgistics Hub and KareRx Hub technology and operations | |
| ● | Integrated platform accelerates pharmaceutical access, fulfillment, and commercialization | |
| ● | Combined ecosystem provides potential reach to an estimated 200,000+ patient lives across pharmaceutical and provider networks |
TAMPA, FL / ACCESS Newswire / April 14, 2026 / Wellgistics Health, Inc. (NASDAQ:WGRX) (“Wellgistics” or the “Company”), a leading healthcare technology and pharmaceutical distribution company, today announced the execution of a definitive joint venture agreement with Kare PharmTech’s wholly owned subsidiary, Kare Rx Hub, LLC (“KareRx”), an artificial intelligence (AI)-driven digital hub supporting retail pharmacy, telemedicine, and specialty pharmaceutical programs.
The execution of the joint venture formalizes the previously announced non-binding letter of intent and represents a significant milestone in aligning both organizations’ technology platforms and operational teams into a unified ecosystem designed to accelerate patient access and improve the efficiency of pharmaceutical commercialization. By integrating the Wellgistics Hub technology stack including proprietary platforms EinsteinRx™ and HubRx AI™ with KareRx’s digital hub, the combined platform is positioned to streamline the prescription journey from intake through fulfillment.
Prashant Patel, Chief Executive Officer of Wellgistics Health, commented, “This joint venture reflects our continued focus on building an integrated, technology-enabled platform to improve coordination across the prescription journey and support patient access to therapies. By combining KareRx’s provider connectivity and digital engagement capabilities with our infrastructure, we believe this collaboration enhances operational efficiency and supports manufacturers and other healthcare stakeholders in navigating access pathways more effectively.”
The joint venture aligns clinical, operational, and commercial teams across both organizations, enabling more seamless coordination between providers, pharmacies, and patients. Through this integration, the platform enhances key capabilities including eligibility and benefits verification, prior authorization workflows, prescription routing, and direct-to-patient fulfillment. The combined ecosystem includes a growing national footprint of independent pharmacies, provider networks, and telehealth channels, with the ability to reach more than 200,000 patient lives based on third-party internal estimates.
Mital Panera, Founder and Chief Executive Officer of KareRx, added, “KareRx was developed to connect providers, pharmacies, and patients through technology-driven solutions. This joint venture allows us to extend those capabilities by leveraging Wellgistics’ technology stack, pharma expertise, and operational infrastructure. We believe the combined platform will support improved connectivity across stakeholders and facilitate access to therapies across participating networks.”
The collaboration further strengthens direct-to-patient (DTP) and decentralized care models, providing pharmaceutical manufacturers with a comprehensive platform that integrates access, affordability, and fulfillment into a single solution. Leveraging AI-driven insights and a fully integrated operational backbone, the joint venture is designed to reduce barriers to therapy initiation, improve adherence, and deliver enhanced visibility into patient access and program performance.
The joint venture remains subject to customary implementation steps, and there can be no assurance regarding the timing or extent of operational integration or the realization of anticipated benefits. Additional details regarding the joint venture agreement will be provided in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
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 dispensing 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.
About Kare PharmTech, LLC
Kare Rx Hub is an artificial intelligence (AI)-based digital hub for retail pharmacies, telemedicine portal, and specialty pharmaceutical ‘lite’ branded products with over 500 physician-provider relationships, 200 independent pharmacy relationships that market unique specialty pharmaceutical ‘lite’ products. Kare Rx Hub is owned by Kare Pharmtech, LLC, a company controlled by Dr. Kiran Patel. Dr. Patel founded Medicaid provider WellCare in 1992 and sold it in 2002 for $200 million. In 2007, Dr. Patel founded America’s 1st Choice Holdings and acquired Freedom Health and Optimum Holdings. In 2017, he sold America’s 1st Choice Holdings to Anthem, Inc. Dr. Patel is a noted philanthropist and was named Floridian of the Year by Florida Trend Magazine.
Forward-Looking Statements
This press release may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When Wellgistics Health uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, statements regarding Wellgistics Health’s strategy and descriptions of its future operations, prospects, and plans. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.