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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): May 27, 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) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (844) 203-6092
Not
Applicable
(Former
name or former address, if changed since last report)
| ☐ |
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 under the Securities Act of 1933 or Rule 12b-2
under the Securities Exchange Act of 1934.
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.
Securities
Purchase Agreement
On
May 27, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (collectively, the “Purchasers”), pursuant to which the Company agreed
to issue and sell to the Purchasers convertible promissory notes in the aggregate principal amount of $21,132,812.50 (the “Notes”)
and warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the
“PIPE Warrants”). The Notes are being issued for an aggregate cash purchase price of $16,906,250, reflecting a 20% original
issue discount, before deducting placement agent fees and offering expenses. The closing of the offering occurred on May 27, 2026 (the
“Closing”).
The
Notes mature on the twelve-month anniversary of their issuance unless earlier converted or repaid in accordance with their terms and
bear interest at a rate of 0% per annum. The Company may not prepay the Notes without the consent of the applicable holder. Unless waived
by holders of a majority in principal amount of the then outstanding Notes, the Company is required to apply the net cash proceeds received
by the Company from any Qualified Financing (as defined in the Notes) to the repayment of the Notes on a pro rata basis, subject to certain
customary and transaction-specific exclusions.
At
any time before the Mandatory Conversion Date (as defined below), the Notes are convertible, in whole or in part, at the option of the
holder, into shares of Common Stock at a conversion price equal to the lesser of (i) $6.00 per share and (ii) 100% of the closing price
of the Common Stock on the trading day immediately preceding the applicable conversion date, subject to an initial floor price of $1.00
per share and adjustment as provided in the Notes.
Upon
the later to occur of (i) the date on which the resale registration statement covering the applicable registrable securities is declared
effective by the Securities and Exchange Commission (the “SEC”), (ii) the date on which the Company has obtained the Required
Stockholder Approval (as defined below), (iii) the effectiveness of any amendment to the Company’s certificate of incorporation
necessary to authorize blank check preferred stock, and (iv) the filing of the certificate of designation for a new series of convertible
preferred stock with the Secretary of State of the State of Delaware (the “Mandatory Conversion Date”), the outstanding balance
of the Notes will automatically convert into shares of the Company’s Series A Convertible Preferred Stock (the “Series A
Preferred Stock”), with each share of Series A Preferred Stock having a stated value of $1,000. Effective as of the Mandatory Conversion
Date, the conversion price will be deemed reset and thereafter will equal the lesser of (x) $50.00 per share and (y) 100% of the closing
price of the Common Stock on the trading day immediately preceding the applicable conversion date, subject to the applicable floor price
and adjustment as provided in the Notes and the certificate of designation.
The
certificate of designation for the Series A Preferred Stock provides that, beginning six months from the date of issuance, the Series
A Preferred Stock will accrue dividends equal to 10% of the stated value over each subsequent twelve-month period, with such dividends
accruing on a monthly basis and being added to the stated value. The Series A Preferred Stock will generally vote together with the Common
Stock as a single class on an as-issued basis of one vote per share, subject to certain separate class consent rights. Upon a liquidation,
dissolution or winding-up of the Company, the holders of Series A Preferred Stock will be entitled to receive, on a pari passu basis
with the holders of Common Stock, for each share of Series A Preferred Stock, an amount equal to the greater of (i) the stated value
of such share and (ii) the amount that a holder of Common Stock would receive if such share of Series A Preferred Stock were fully converted
into Common Stock, disregarding conversion limitations.
The
Purchase Agreement and the related transaction documents contain a beneficial ownership limitation of 9.99% and an exchange cap equal
to 19.99% of the shares of Common Stock or voting power outstanding immediately before execution of the Purchase Agreement, calculated
in accordance with the rules of the applicable trading market, including Nasdaq Listing Rule 5635(d) (the “Exchange Cap”).
Prior to receipt of the Required Stockholder Approval, the Company may not issue, and the holders may not receive, shares of Common Stock
pursuant to the transaction documents to the extent such issuance would exceed the Exchange Cap.
Under
the Purchase Agreement, the Company agreed to use commercially reasonable efforts to obtain, as promptly as reasonably practicable following
the Closing, stockholder approval to the extent required by Nasdaq Listing Rule 5635(d) and other applicable trading market rules for
(i) the issuance of shares of Common Stock pursuant to the transaction documents in excess of the Exchange Cap, including shares issuable
upon conversion of the Notes, conversion of the Series A Preferred Stock and exercise, including mandatory exercise or call, of the Warrants,
and (ii) to the extent required, an amendment to the Company’s certificate of incorporation to authorize blank check preferred
stock (collectively, the “Required Stockholder Approval”). The Purchase Agreement provides that any proxy statement, information
statement or other materials seeking such approval will be filed with the SEC no later than twenty calendar days following the Closing
and that the Company will file the certificate of designation within three business days after receipt of the Required Stockholder Approval.
The
PIPE Warrants are exercisable for shares of Common Stock at an exercise price of $7.50 per share, subject to adjustment as provided therein,
and expire on May 27, 2031. Each PIPE Warrant is exercisable for a number of shares of Common Stock equal to 150% of the initial principal
amount of the Note purchased by the applicable Purchaser divided by the official closing price of the Common Stock on the date of issuance
as reported by Nasdaq, without regard to conversion limitations in the Notes. The PIPE Warrants include a cashless exercise feature and
customary adjustments for stock splits, dividends, combinations, recapitalizations and similar events.
The
PIPE Warrants also include a mandatory exercise or call feature pursuant to which, if the volume weighted average price of the Common
Stock equals or exceeds 150% of the then-applicable exercise price of the applicable PIPE Warrant for at least five consecutive trading
days, and specified equity conditions are satisfied, the Company may require the holder to exercise all or the applicable portion of
such PIPE Warrant, subject to the applicable beneficial ownership limitation, the Exchange Cap, the Required Stockholder Approval and
the rules and regulations of the applicable trading market. The PIPE Warrants further provide that the Company may, in its sole discretion
and without the consent of the holder, reduce the cash exercise price payable upon exercise by up to 80% of the then-applicable exercise
price solely for purposes of inducing a cash exercise, subject to the limitations set forth in the PIPE Warrants.
Assuming the PIPE Warrants are exercised
in full for cash at the initial exercise price of $7.50 per share, without giving effect to any beneficial ownership limitations, the
Exchange Cap, stockholder approval requirements, cashless exercise provisions, any reduced cash exercise price or other adjustments,
the Company would receive gross proceeds of approximately $39.6 million from the exercise of the PIPE Warrants. In addition, assuming
the Placement Agent Warrants are exercised in full for cash at the same initial exercise price, the Company would receive additional
gross proceeds of approximately $3.2 million, resulting in total potential gross proceeds of approximately $42.8 million from the exercise
of the PIPE Warrants and Placement Agent Warrants. There can be no assurance that any Warrants will be exercised for cash, if at all.
From
the date of the Purchase Agreement until the earlier of (i) seven months from the date of the Purchase Agreement and (ii) thirty days
after the effective date of a resale registration statement registering all of the underlying securities for the Notes, the Company and
its subsidiaries may not issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of capital
stock or capital stock equivalents pursuant to a variable rate transaction without the prior written consent of Purchasers holding a
majority in interest of the Notes then outstanding, subject to specified exceptions, including certain equity incentive and inducement
issuances, certain at-the-market offerings, equity lines of credit or committed equity facilities, and issuances under the transaction
documents.
The Company used a portion of the
proceeds from the Offering to repay outstanding obligations owed to Marco Capital, Inc. under that certain Loan and Security Agreement,
dated November 22, 2024, by and between Marco Capital, Inc. and Wellgistics, LLC, which obligations were guaranteed by Wellgistics Health,
Inc. pursuant to a Guaranty Agreement dated November 22, 2024. As of May 5, 2026, the aggregate outstanding amount of such obligations
was approximately $1.77 million.
Registration
Rights Agreement
In
connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration
Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a resale registration statement covering
the registrable securities within fifteen calendar days after the date of the Registration Rights Agreement and to use commercially reasonable
efforts to have such registration statement declared effective no later than the 45th calendar day after the date of the Registration
Rights Agreement, subject to acceleration if the SEC indicates that the registration statement will not be reviewed or is no longer subject
to review. The Registration Rights Agreement provides for liquidated damages upon certain registration-related failures, including failure
to timely file or obtain effectiveness of the registration statement, in an amount equal to 1.5% of the aggregate subscription amount
paid by the applicable holder for each event date and each monthly anniversary of the event date until the applicable event is cured,
subject to the terms of the Registration Rights Agreement.
Placement
Agency Agreement
On
May 27, 2026, the Company entered into a Placement Agency Agreement with Dawson James Securities, Inc. (the “Placement Agent”),
pursuant to which the Placement Agent acted as the Company’s exclusive placement agent on a best efforts, agency basis in connection
with the offering. As compensation, the Company agreed to pay the Placement Agent a cash fee equal to 3% of the aggregate gross proceeds
received by the Company from the sale of the securities at one or more closings and to issue five-year warrants (the “Placement
Agent Warrants” and, together with the PIPE Warrants, the “Warrants”) to purchase a number of shares of Common Stock
equal to 12% of the aggregate number of shares of Common Stock initially issuable upon conversion of the Notes based on the initial conversion
price, at an exercise price of $6.25 per share. The Placement Agent Warrants are expected to contain terms substantially similar to the
PIPE Warrants, including any mandatory exercise or call provision, cashless exercise provision, registration rights and customary anti-dilution
provisions. The Company also agreed to reimburse the Placement Agent for certain legal and diligence fees and expenses not to exceed
$110,000 and to a twelve-month tail fee with respect to certain investors introduced to the Company by the Placement Agent, subject to
the exceptions set forth in the Placement Agency Agreement.
Lock-Up
Agreements
In
connection with the Offering, certain officers and directors of the Company and stockholders holding a majority of the Company’s
outstanding common stock entered into lock-up agreements with the Placement Agent. Pursuant to the lock-up agreements, the applicable
stockholders agreed, subject to certain customary exceptions, not to offer, pledge, sell, contract to sell, lend or otherwise transfer
or dispose of any shares of the Company’s capital stock or securities convertible into or exercisable or exchangeable for shares
of the Company’s capital stock during the period commencing on the Closing Date and ending on the earliest of (i) ninety (90) days
after the Registration Statement is declared effective under the Securities Act, (ii) one hundred eighty (180) days after the Closing
Date and (iii) such earlier date as the Placement Agent may agree in writing. The lock-up agreements also restrict certain hedging, swap
and similar transactions and provide for stop transfer instructions with respect to the shares subject to the lock-up agreements. The
restrictions are subject to certain customary exceptions, including certain transfers by gift, to trusts or affiliates, by will or intestacy,
in connection with certain equity award or tax withholding transactions, and in connection with certain change-of-control transactions
approved by the Company’s Board of Directors.
The
lock-up press release states that holders of 1,333,930 common shares, representing a majority of the outstanding common shares, entered
into the lock-up arrangement, while the form agreement provides for the lock-up period and transfer restrictions summarized above.
The
foregoing descriptions of the Purchase Agreement, the Notes, the PIPE Warrants, the certificate of designation for the Series A Preferred
Stock, the Registration Rights Agreement, the Placement Agency Agreement and the Lock-Up Agreements do not purport to be complete and
are qualified in their entirety by reference to the full text of such documents, copies or forms of which are filed as exhibits to this
Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of applicable federal securities laws, including statements
regarding the offering, the use of proceeds, the conversion of the Notes, the issuance and filing of the Series A Preferred Stock, the
Company’s ability to obtain stockholder approval, the filing and effectiveness of resale registration statements, and the exercise
of Warrants. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including risks described in the Company’s filings with the SEC. The Company
undertakes no obligation to update any forward-looking statements except as required by law.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
Notes, the PIPE Warrants, the Placement Agent Warrants, the Series A Preferred Stock issuable upon conversion of the Notes, the shares
of Common Stock issuable upon conversion of the Notes and the Series A Preferred Stock, and the shares of Common Stock issuable upon
exercise of the Warrants were, or will be, offered and sold in transactions exempt from registration under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder. Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and was acquiring
the securities for investment purposes and not with a view to distribution in violation of the Securities Act. The securities issued
and issuable in the offering have not been registered under the Securities Act or applicable state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
Item
7.01 Regulation FD Disclosure.
On
May 27, 2026, the Company issued a press release announcing the financing and debt restructuring transaction described above under Item
1.01. On May 28, 2026, the Company issued a press release announcing that holders of a majority of the Company’s outstanding common
stock entered into a lock-up agreement. Copies of such press releases are furnished herewith as Exhibits 99.1 and 99.2, respectively,
and are incorporated herein by reference.
The
information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Convertible Promissory Note. |
| 4.2 |
|
Form of PIPE Warrant. |
| 4.3 |
|
Form of Placement Agent Warrant. |
| 10.1 |
|
Securities Purchase Agreement, dated May 27, 2026, by and among Wellgistics Health, Inc. and the Purchasers party thereto. |
| 10.2 |
|
Registration Rights Agreement, dated May 27, 2026, by and among Wellgistics Health, Inc. and the Purchasers party thereto. |
| 10.3 |
|
Placement Agency Agreement, dated May 27, 2026, by and between Wellgistics Health, Inc. and Dawson James Securities, Inc. |
| 10.4 |
|
Form of Lock Up Agreement. |
| 99.1 |
|
Press
Release issued by Wellgistics Health, Inc. on May 27, 2026. |
| 99.2 |
|
Press Release issued by Wellgistics Health, Inc. on May 28, 2026. |
| 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 Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date:
May 29, 2026 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
[__] |
| |
Name: |
Prashant
Patel |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.2
Wellgistics
Health Announces Lock-Up Agreement with Holders of a Majority of its Common Stock
| ● | Holders
of 1,333,930 common shares agree to minimum 90-day lock-up agreement |
TAMPA,
FL, May 28, 2026— Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ: WGRX), a Health IT leader, integrating pharmacy
dispensing AI platform EinsteinRx™ into patented pharmacy smart contracts platform PharmacyChain™, today announced
that holders of a 1,333,930 common shares, representing a majority of the outstanding common shares of the Company, have entered into
a lock-up agreement that precludes the sale of their shares into the market for at least 90 days.
“This
lock-up agreement, when combined with the recent restructuring of our convertible liabilities and the raising of new funding, underscores
the confidence our shareholders have in management to execute against our recently-disclosed vertically-integrated growth plan outlined
in the Company’s recent shareholder letter,” said Wellgistics Health Interim Co-CEO Gerald Commissiong. “We believe
we will achieve important milestones against our execution plan in the weeks and months ahead. We look forward to updating the market
as we make progress in achieving such milestones.”
About
Wellgistics Health, Inc.
Wellgistics
Health (NASDAQ:WGRX) is a Health IT leader integrating its proprietary pharmacy dispensing optimization artificial intelligence platform
EinsteinRx™ into its blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispensing
journey. Its integrated platform connects more than 6,500 pharmacies and 200+ manufacturers, offering wholesale distribution, digital
prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility verification, onboarding, adherence
support, prior authorization, and cash-pay fulfillment designed to improve patient access and transparency across the prescription ecosystem.
For
more information, visit www.wellgisticshealth.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements regarding the Company’s recently disclosed growth plan, anticipated milestones,
expected market updates, the expected benefits of the lock-up agreement, the Company’s shareholder support, management’s
ability to execute its business strategy, the Company’s technology platforms, strategic initiatives, liquidity position, capital
resources and Nasdaq compliance.
Forward-looking
statements are based on current expectations, estimates, projections and assumptions and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include,
among others, risks related to the Company’s ability to execute its growth plan; achieve anticipated milestones; maintain shareholder,
investor and market support; obtain, maintain or utilize additional financing; successfully integrate, commercialize and scale its business
initiatives and technology platforms; maintain compliance with Nasdaq listing standards; and manage market, regulatory, operational and
competitive risks affecting the healthcare, pharmacy, pharmaceutical distribution, artificial intelligence and technology sectors, as
well as other risks described in the Company’s filings with the Securities and Exchange Commission.
Forward-looking
statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Wellgistics
Media & Investor Contact
Media:
media@wellgisticshealth.com
Investor
Relations: IR@wellgisticshealth.com
