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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): December 10, 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
3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
December 10, 2025, Wellgistics Health, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff
of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between October
27, 2025 through December 9, 2025, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share
required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until June 8, 2026
(the “Compliance Period”), to regain compliance with the Bid Price Rule.
If
the Company does not regain compliance with the Bid Price Rule by June 8, 2026, the Company may be eligible for an additional 180-day
period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule,
and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting
a reverse stock split, if necessary.
If
the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of
the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.
The
notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be
listed on The Nasdaq Capital Market under the symbol “WGRX.” The Company is currently evaluating its options for regaining
compliance. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any
of the other Nasdaq continued listing requirements.
Forward-Looking
Statements
Some
of the statements contained in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements
reflect our views with respect to future events as of the date of this document and are based on our management’s current expectations,
estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected
in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.
All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause
future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify
all such risks. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current
Report on Form 8-K, including but not limited to: our ability to cure any deficiencies in compliance with the Bid Price Requirement or
maintain compliance with other Nasdaq Listing Rules; our eligibility for additional compliance periods, if necessary, in which to seek
to regain compliance with the Bid Price Requirement; our ability to ultimately obtain relief or extended periods to regain compliance
from Nasdaq, if necessary, or to meet applicable Nasdaq requirements for any such relief or extension; and risks related to the substantial
costs and diversion of management’s attention and resources due to these matters, and the risk factors that are described under
the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and other filings with the Securities and Exchange Commission (the “SEC”). These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings.
We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information,
future developments or otherwise, except as required by applicable law.
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:
December 15, 2025 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
