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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
February
25, 2025
Date
of Report (Date of earliest event reported)
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) |
|
(I.R.S.
Employer
Identification
No.) |
3000
Bayport Drive
Suite
950
Tampa,
FL 33607
(Address
of principal executive officers) (Zip Code)
(844)
203-6092
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
| |
☐ |
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, par value $.0001 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
1.01. Entry into a Material Definitive Agreement.
On
February 25, 2025, Wellgistics Health, Inc. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”)
with Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”). Pursuant to the Consulting Agreement,
Hudson agreed, for a period of thirty (30) days, to provide the Company with business advisory services, guidance on growth strategies,
and networking opportunities for general business purposes. As consideration with Hudson’s services, the Company agreed to (i)
pay Hudson a fee of $250,000 and (ii) cause the issuance in restricted book entry form of 52,000 shares of the Company’s common
stock, $0.0001 par value (the “Common Stock”). If the Company proposes to file any registration statement covering any of its securities, the Company
agreed to provide Hudson with notice of such registration statement and to effect the registration of any portion of Hudson’s shares
of Common Stock, as directed by Hudson, to the extent required to permit the resale and disposition of its shares of Common Stock.
The
Consulting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description
of the terms of the Consulting Agreement set forth above are qualified in their entirety by reference to such exhibit.
Item
7.01. Regulation FD Disclosure.
On
February 26, 2025, the Company issued a press release announcing the expansion of its healthcare ecosystem with Tollo Health, LLC. 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 8.01, as well as Exhibits 99.1 and 99.2, shall not be deemed incorporated
by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
The
press release contains 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 Securities and Exchange
Commission (“SEC”), including an extensive discussion of these risks in the Company’s Registration Statement on Form
S-1, declared effective by the SEC on February 14, 2025. 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.
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:
February 28, 2025 |
By: |
/s/
Vishnu Balu |
| |
|
Vishnu
Balu |
| |
|
Chief
Financial Officer |
Exhibit
1.1
CONSULTING
AGREEMENT
This
consulting agreement (“Agreement”) is entered into as of February 25, 2025 (the “Effective Date”) between Hudson
Global Ventures, LLC, a Nevada limited liability company (“Consultant”) and Wellgistics Health, Inc., a Delaware corporation
(“COMPANY”) (collectively, the “Parties”).
RECITAL
A.
WHEREAS, COMPANY deems it to be in its best interest to retain Consultant to render to the COMPANY the services described in this Agreement
and any other services as may be agreed upon by the Consultant and the COMPANY; and
B.
WHEREAS, the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the COMPANY
desires to retain Consultant to provide such assistance through its services for the COMPANY, and Consultant is willing to provide such
services to the COMPANY.
NOW,
THEREFORE, in consideration of the mutual promises, conditions, and covenants herein contained, the Parties hereby agree as follows:
1.
Duties and Consultant’s Fee.
(a)
Term. This Agreement is effective as of the Effective Date and shall continue through the date that is thirty (30) calendar days
after the Effective Date (the “Term”).
(b)
Duties. The Consultant shall provide the COMPANY with business advisory services, guidance on growth strategies, and networking
with its contacts on a non-exclusive basis for general business purposes. The Consultant will comply in all respects with all applicable
federal and state securities laws, rules and regulations in performing its duties hereunder. The Consultant is not required to work a
set number of hours or attend COMPANY’s meetings. The Consultant is in control of their own business opportunities and is permitted
to conduct business from locations of the Consultant’s choice. Consultant is responsible for paying all of the Consultant’s
costs of doing business, including but not limited to health insurance, dental insurance, workers compensation, off premises liability,
and any other expenses, and further is responsible for timely remitting all federal and state withholding taxes, Social Security taxes,
Medicare taxes, unemployment taxes, and all other applicable taxes. The Consultant is not now, and shall never become, an affiliate or
employee of the COMPANY in any manner.
(c)
Consultant’s Fee. In exchange for the Consultant’s services described herein, the COMPANY shall (i) pay $250,000 in
cash to Consultant by wire transfer according to instructions provided by the Consultant to the COMPANY and (ii) cause the issuance in
restricted book entry form of 52,000 shares (the “Shares”) of the COMPANY’s common stock, $0.0001 par value (the “Common
Stock”). Such payment and issuance shall occur on or before the earlier of (i) the date that is four business days following receipt
by COMPANY of all proceeds owed to COMPANY in connection with the COMPANY’s initial public offering as described in that certain
Registration Statement on Form S-1 filed by the COMPANY with the Securities and Exchange Commission on July 22, 2024, as amended (Registration
No. 333-280945) or (ii) the date that is thirty (30) calendar days after the Effective Date. If the COMPANY proposes to file any registration
statement covering any of its securities (for sale by the Company, for resale by the holder(s) of such securities, or otherwise) (each
a “Registration Statement”), the COMPANY shall at each such time give written notice to Consultant of its intention to do
so at least three (3) calendar days prior to the filing of such Registration Statement and of the registration rights granted under this
Agreement. Upon the written request of Consultant made within two (2) calendar days after the receipt of any such notice (which request
shall specify the amount of Shares intended to be disposed of by Consultant), the COMPANY shall, at its sole cost and expense, effect
the registration of all Shares which the COMPANY has been so requested to register by Consultant in such Registration Statement by inclusion
of such Shares in the Registration Statement, to the extent required to permit the resale and disposition (in accordance with the intended
methods of disposition, including but not limited to sales at prevailing market prices) of the Shares by Consultant. In connection with
this Agreement and the issuance of the Shares, the COMPANY represents and warrants to Consultant that as of the date hereof the Common
Stock is not a “penny stock” as defined in SEC Rule 240.3a51-1 (17 CFR § 240.3a51-1). If, at any time after the date
of this Agreement, the Common Stock would be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (the “Trigger
Date”), then the remaining Shares held by Consultant as of the Trigger Date (the “Remaining Shares”) shall automatically
be deemed cancelled and extinguished in the entirety as of the Trigger Date, and Consultant shall no longer have any rights to such Remaining
Shares as of the Trigger Date. The COMPANY shall, on the Trigger Date, provide to the Consultant and the Company’s transfer agent
all documentation required by the COMPANY’s transfer agent for the cancellation of the Remaining Shares. For the avoidance of doubt,
Consultant shall no longer have any rights to the Remaining Shares as of the Trigger Date.
2.
No Obligation. Consultant agrees that it is not an agent of COMPANY and may not bind or obligate COMPANY. Neither COMPANY nor
Consultant is obligated to deal exclusively with the other.
3.
Status of Consultant. Consultant is an independent contractor and is not and shall not be considered COMPANY’s agent for
any purposes whatsoever. Consultant is not granted any right or authority to assume or create any obligations or liability, express or
implied, on COMPANY’s behalf, or to negotiate on behalf of or bind COMPANY in any manner whatsoever.
4.
Reserved.
(a)
Reserved.
(b)
Reserved.
5.
Severable Provisions. The provisions of this Agreement are severable and if any one or more of its provisions is determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the
extent enforceable in any jurisdiction nevertheless shall be binding and enforceable.
6.
Binding Agreement. The rights and obligations of COMPANY under this Agreement shall inure to the benefit of, and shall be binding
on, COMPANY and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Consultant
under this Agreement shall inure to the benefit of, and shall be binding upon, Consultant and his heirs, personal and legal representatives,
executors, successors and administrators.
7.
Notices. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient
if contained in a written instrument and shall be deemed given if delivered personally, telecopied, emailed, or sent by nationally-recognized,
overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the Parties at their respective
addresses (or at such other address for a party as shall be specified by like notice). All such notices and other communications shall
be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of a telecopy, when
the party receiving such telecopy shall have confirmed receipt of the communication, (iii) in the case of delivery by nationally-recognized,
overnight courier, on the Business Day following dispatch, and (iv) in the case of mailing, on the third Business Day following such
mailing. For purposes of this Agreement, “Business Day” shall mean any day, other than a Saturday, Sunday or national legal
holiday.
8.
Waiver. The failure of either party to enforce any provision of this Agreement shall not in any way be construed as a waiver of
any such provision as to any future violation thereof, or prevent that party thereafter from enforcing each and every other provision
of this Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver
of such party’s right to assert all other legal remedies available to it under the circumstances.
9.
Miscellaneous. This Agreement may not be modified or terminated orally. No modification, termination or attempted waiver shall
be valid unless in writing and signed by the party against whom the same is sought to be enforced.
10.
Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware. Any action brought
by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Court of Chancery
of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for
the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of
Delaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under
this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event Consultant is subject
to any action, claim, or proceeding resulting from this Agreement, the COMPANY agrees to indemnify and hold harmless the Consultant from
any such action, claim, or proceeding. Indemnification shall include all fees, costs and reasonable attorneys’ fees that the Consultant
may incur. In claiming indemnification hereunder, the Consultant shall provide the COMPANY written notice of any claim that the Consultant
reasonably believes falls within the scope of this Agreement. The Consultant shall control such defense and all negotiations relative
to the settlement of any such claim. Any settlement intended to bind the Consultant shall not be final without the Consultant’s
written consent. Any liability of the Consultant and its respective officers, directors, controlling persons, employees or agents under
this Agreement shall not exceed the amount of fees actually paid to Consultant by the Company pursuant this Agreement.
11.
Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience and are not a part of this Agreement
and shall not be used in construing it.
[signature
page to follow]
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.
| COMPANY |
|
| |
|
|
| WELLGISTICS
HEALTH, INC. |
|
| |
|
|
| By:
|
/s/
Prashant Patel |
|
| Name:
|
Prashant
Patel |
|
| Title:
|
Director |
|
| Address for Notices: 3000 Bayport Drive, Suite 950, Tampa, FL 33607 |
|
| E-Mail:
|
patel@danamhealth.com |
|
| |
2/25/2025 |
|
| |
|
|
| CONSULTANT |
|
| |
|
|
| HUDSON
GLOBAL VENTURES, LLC |
|
| |
|
|
| By:
|
/s/Seth
Adhoot |
|
| Name:
|
Seth
Adhoot |
|
| Title:
|
member |
|
| Address for Notices: sa@hudsonventuresllc.com |
|
| E-Mail:
|
info@hudsonventuresllc.com |
|
Exhibit
99.1
Wellgistics
Expands Healthcare Ecosystem with Tollo Health Agreement, Targeting Multi-Billion Dollar GLP-1 and Long COVID Market
February
26, 2025 07:40 ET | Source: Wellgistics Health, Inc.
Tampa,
Florida, Feb. 26, 2025 (GLOBE NEWSWIRE) — Wellgistics Health, Inc. (NASDAQ: WGRX, the “Company”), a holding company
for various existing and planned strategic businesses centered around healthcare technology and pharmaceutical services, today announced
that its wholly owned subsidiary, Wellgistics LLC, has entered into an agreement with Tollo Health, LLC (“Tollo”) to market
Tollo’s emerging proprietary suite of novel medical food products for GLP-1 treatment-related side effects, including muscle loss
and Long COVID to pharmacies. Tollo is bringing to market novel, proprietary medical food products to address muscle loss and gut discomfort
associated with GLP-1 drug use, and persistent viral infection(s), gut discomfort, sarcopenia, immune dysregulation, cellular senescence,
endothelial damage and general nutritional support for patients with Long COVID. Tollo’s first marketed product is Galectovid™,
a proprietary medical food for the dietary management of Galectin-1 & 3 associated viral infections. Further details on Galectovid™
are available at www.galectovid.com.
“We
are excited to partner with the team at Tollo, who bring in-depth scientific and medical knowledge in both the areas of muscle loss and
chronic viral infections”, said Jason Lang, Vice President of Business Development of Wellgistics LLC. “We believe that our
expansion into medical foods will directly impact our pharmacy clients and support physicians and the patients they serve. Managing the
side effects of GLP-1 drugs and the devastating impacts of Long COVID remains a challenge because there are no approved prescription
treatment options currently available. It only makes sense to look at natural products, backed by cutting edge scientific research, with
no known side effects, to help manage these conditions. We recognize that sometimes medical foods are the only viable solutions to help
our clients improve patient outcomes. We plan to work with Tollo and our clients to generate industry leading data on Tollo’s suite
of products and make them broadly available to the pharmacies in our network. We expect this cross-selling strategy to help grow our
customer base and position us as the key supplier for healthcare professionals in the GLP-1 and Long COVID markets.”
As
part of the agreement, Tollo will assist Wellgistics LLC in preparing materials to market Tollo’s emerging suite of products to
Wellgistics LLC’s network of pharmacies by generating healthcare practitioner-tailored content to help them educate client physicians,
physician groups and patients on how to optimize patient outcomes by incorporating these select medical foods into patients’ treatment
regimens. Medical foods are specialized foods, to be taken under the supervision of a physician, that are for the dietary management
of certain health conditions. Wellgistics LLC’s objective of marketing Tollo’s medical foods is to provide patients with
the dietary support they need to get the most out of prescription drugs and other treatment modalities used by their physicians to help
manage complex chronic conditions.
“Given
Wellgistics LLC’s innovative model of getting information directly into the hands of pharmacists and physicians who are treating
complex conditions such as GLP-1 side effects and Long COVID, we believe they serve as the ideal partner to help drive adoption in the
healthcare practitioner market as we roll out our suite of medical foods in the United States,” said Gerald Commissiong, CEO of
Tollo. “We look forward to bringing our natural medical food products to the physicians and patients in Wellgistics LLC’s
network that are desperately looking for a solution to address the significant side effects associated with GLP-1 use and the devastating
impacts of Long COVID.”
The
market for GLP-1 drugs is $46.7 billion according to Polaris Market Research. The primary side effect of GLP-1 drug use is muscle wasting,
also known as sarcopenia. The GLP-1 drug market is expected to grow to $322 billion by 2034. According to the U.S. Census Bureau, around
16 million working-age Americans (aged 18 to 65) have Long Covid, which represents lost wages of at least $170 billion annually. Tollo
believes that its medical foods represent an immediately available solution, supported by their Generally Recognized As Safe (GRAS) safety
profile, and their efficacy data referenced from independent peer-reviewed studies on the key ingredients (or homologs of Tollo product
key ingredients) that have data generated in prospective peer-reviewed human clinical studies demonstrating outcomes on key disease mechanisms.
About
Wellgistics Health, Inc.
Wellgistics
Health, Inc. is a holding company for existing and future planned operating companies centered around healthcare technology and pharmaceutical
services. It seeks to be a micro health ecosystem, with a portfolio of companies consisting of a technology platform, pharmacy, and wholesale
operations that provide novel prescription hub and clinical services. The Company is focused on improving the lives of patients while
delivering unique solutions for pharmacies, providers, pharmaceutical manufacturers, and payors. With the successful integration of its
patient-centric approach and innovative healthcare applications, the Company intends to shift the dynamic of pharmaceutical care to revolve
around the patient for a wide range of therapeutic conditions by offering a full spectrum of integrated solutions as a result of leveraging
the synergies of its business segments to address access, care coordination, dispensing, delivery, and clinical management of pharmaceutical
products ranging from “specialty-lite” to general maintenance conditions. Wellgistics LLC is a wholly owned subsidiary of
the Company, focusing on wholesale operations including the distribution and fulfillment of certain pharmaceutical medications to a network
of independent pharmacies. For more information, please visit the Company’s website at www.wellgisticshealth.com and Wellgistics
LLC’s website at www.wellgistics.com.
About
Tollo Health, LLC
Tollo
Health, LLC is a medical foods company seeking to bring to market proprietary formulations for the dietary management of GLP-1 treatment-related
side effects and viral conditions that include Long COVID under the supervision of a physician. In this regard, Tollo aims to bring to
market a full range of products that will provide patients with functional relief from these devastating health conditions by addressing
the key biological mechanisms driving poor patient outcomes. By using natural products tailored with proprietary formulations that deliver
the key nutrients needed to alter the negative feedback loops often associated with chronic conditions, Tollo aims to fill a gap currently
not served by certain prescription drugs. For more information, please visit Tollo’s website at www.tollohealth.com.
Forward-Looking
Statements
This
press release contains 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 the Company 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,
the Company’s statements regarding the benefits of Tollo’s medical foods as well as the Company’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 the actual results to differ materially from the Company’s expectations discussed in the forward-looking
statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to the Company’s
ability to meet distribution expectations and projections, certain market conditions, and other factors discussed in the Company’s
filings with the SEC, including its Current Reports on Form 8-K and in the section entitled “Risk Factors” of the registration
statement on Form S-1 initially filed with the SEC on July 22, 2024, as subsequently amended. For these reasons, among others, investors
are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed
in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation
to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For
more information, please contact:
IR@wellgistics.com