Wellgistics Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On January 16, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private offering up to $8,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of secured convertible promissory notes (the “Notes”) (the “Offering”). The aggregate purchase price payable by all Investors for the Notes is $6,500,000, reflecting a 20% original issue discount.
All principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable on (a) the six (6) month anniversary of the date of issuance of the Notes, or (b) the date of closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors (a “Qualified Financing”). The Notes shall accrue interest at a rate of 0% except in the event of an event of default, in which case, the default interest rate shall be 18% per annum.
If not sooner repaid, all outstanding amounts payable pursuant to each Note shall be convertible, at the election of the holder of such Note, into shares common stock of the Company equal to the number of shares calculated by dividing (X) the Note balance by (Y) $0.4057.
The Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative and restrictive covenants by the Company.
The Purchase Agreement includes standard representations, warranties, and conditions precedent for both parties. It further provides that, for the longer of (i) one year from date the Note is issued or (ii) so long as any Notes remain outstanding, if the Company proposes to offer and sell its securities, whether through an Equity Financing (as defined in the Purchase Agreement) or any other transaction (each, a “Future Offering”), the Investors have the right, but not the obligation, to participate in the Future Offering by purchasing securities in an amount up to 100% of their purchased Note principal. Additionally, the Company has agreed that while the Aggregate Principal Amount remains outstanding, the Company will not (i) incur, create, assume, guarantee, or otherwise become liable for any borrowed money or issue debt securities, and (ii) grant, create, incur, assume, or permit any new lien, pledge, mortgage, security interest, or other encumbrance on its assets or properties, whether currently owned or later acquired, except that it may encumber its Intellectual Property (as defined in the Purchase Agreement). All amounts payable by the Company pursuant to the Notes shall be fully guaranteed by a subsidiary of the Company pursuant to a Global Guaranty Agreement by and between such subsidiary and the creditor party thereto and shall be secured by the assets of the Company and its wholly-owned subsidiaries pursuant to (i) a Security Agreement by and among the Company, the wholly-owned subsidiaries, and the creditor party thereto (the “Security Agreement”) and (ii) an Intellectual Property Security Agreement by and between the Company and the creditor party thereto (the “IP Security Agreement”).
On January 16, 2026, in connection with the Offering, the Company entered into a placement agency agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s placement agent in connection with the Offering. Under the terms of the Placement Agency Agreement, as compensation for services rendered (i) the Company paid selling commissions of 6.5% of gross offering proceeds from the sale of the Notes in the Offering; and (ii) the Company issued common stock purchase warrants, in the form filed as Exhibit 10.2 to this Current Report on Form 8-K (the “PA Warrants”) to the Placement Agent and its designees to purchase a number of shares of Company common stock equal to 5% of the aggregate gross proceeds received by the Company with an exercise price equal to the closing price of the common stock on the last trading day before closing of the Offering.
The foregoing description of the Notes, the Note Purchase Agreement, the PA Warrants, the Placement Agency Agreement, the Security Agreement, and the IP Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, the Note Purchase Agreement, the PA Warrants, the Placement Agency Agreement, the Security Agreement, and the IP Security Agreement, copies of which are filed as Exhibits 4.1, 10.1, 10.2, 10.3, 104, and 10.5, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety.
In the Purchase Agreement, each Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The Note and any Company securities issued upon conversion of the Note, and the PA Warrants will be sold and issued by the Company to the Investors and the Placement Agent, as applicable, in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
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: January 16, 2026 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||