Wellgistics Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Amendment to a Material Definitive Agreement.
As disclosed in the Company’s Registration Statement on Form S-1 (Registration No. 333-280945), declared effective by the Securities and Exchange Commission (“SEC”) on February 14, 2025 (the “Registration Statement”), the Company entered into that certain Membership Interest Purchase Agreement dated May 11, 2023, as amended, by and among Wellgistics Health, Wellgistics LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton, governing the acquisition by the Company of Wellgistics LLC (the “Wellgistics MIPA”).
On April 14, 2025, the Company and the other parties to the Wellgistics MIPA further amended the Wellgistics MIPA to convert a cash payment of $1,500,000 owed by the Company to Strategix Global, LLC, an entity controlled by Mr. Norton, the Company’s Chief Executive Officer, into 333,333 shares of the Company’s common stock at the $4.50 initial public offering price (the “Converted Shares”). The Company shall issue the Converted Shares no later than June 14, 2025, the same date that the $1,500,000 cash payment was due. The Converted Shares will be subject to a 12-month lock-up agreement whereby Strategix Global, LLC will agree not to transfer or dispose of such Converted Shares, except in certain limited instances.
The foregoing description of the amendment to the Wellgistics MIPA does not purport to be complete and is qualified in its entirety by reference to the amendment to the Wellgistics MIPA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 15, 2025, the Company issued a press release announcing the amendment to the Wellgistics MIPA. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The corporate 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 corporate press release contain 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 SEC, including an extensive discussion of these risks in the Registration Statement. 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 | |
| 2.1 | Seventh Amendment to Membership Interest Purchase Agreement dated May 11, 2023, by and among Wellgistics Health, Inc. (f/k/a Danam Health, Inc.), Wellgistics, LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton, as amended. | |
| 99.1 | Press Release by Wellgistics Health, Inc., dated April 15, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: April 18, 2025 | By: | /s/ Brian Norton |
| Brian Norton | ||
| Chief Executive Officer | ||