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): March 17, 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) |
(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 Stock Market LLC (Nasdaq Capital Market) |
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 March 17, 2025, Wellgistics Health, Inc., a Delaware corporation (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Draper, Inc., a Nevada corporation (“Draper”). Pursuant to the Consulting Agreement the Company agreed to engage Draper as an independent consultant and Draper agreed to provide the Company with investor relations and business development services, including but not limited to the following: (i) reviewing the Company’s financial requirements; (ii) analyzing and assessing alternatives for the Company’s financial requirements; (iii) providing introductions to professional analysts and money managers; (iv) assisting the Company in financing arrangement to be determined and governed by separate and distinct financing agreements; (v) providing analysis of the Company’s industry and competitors in the form of general industry reports provided directly to Company and (vi) assisting the Company in advising of potential merger partners and developing corporate partnering relationships. The Consulting Agreement has an initial term of three months and automatically renews for successive one-month terms until terminated. Either party may terminate the Consulting Agreement by providing written notice at least seven days prior to the end of the then-current term.
In exchange for the services to be provided by Draper pursuant to the Consulting Agreement, the Company agreed to pay Draper a total of 100,000 restricted shares of the Company’s common stock, $0.0001 par value per share, to be delivered promptly following execution of the Consulting Agreement. The Company will owe Draper an additional 100,000 shares of restricted shares of common stock for each subsequent term under the Consulting Agreement.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On March 18, 2025, the Company issued a press release announcing that it successfully completed a third-party audit and achieved SOC 2 Type 1 compliance. 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 be 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 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 release 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”). 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 Current Report on 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 | |
10.1 | Consulting Agreement by and between Wellgistics Health, Inc. and Draper, Inc. dated March 17, 2025. | |
99.1 | Press Release dated March 18, 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: March 21, 2025 | By: | /s/ Brian Norton |
Brian Norton | ||
Chief Executive Officer |
Exhibit 10.1
Exhibit 99.1
Wellgistics Health Achieves SOC 2 Type 1 Compliance, Strengthening Security for AI-Driven Pharmacy Solutions and Employer-Based Healthcare Models
TAMPA, FL, March 18, 2025 (GLOBE NEWSWIRE) — Wellgistics Health, Inc. (NASDAQ: WGRX) (“Wellgistics Health”), a provider of pharmacy solutions and healthcare technology, has successfully completed a third-party audit and achieved SOC 2 Type 1 compliance. This milestone validates that Wellgistics Health meets the industry’s highest standards for security, availability, processing integrity, confidentiality, and privacy, reinforcing its commitment to data protection and regulatory compliance.
SOC 2 Type 1 certification, developed by the American Institute of Certified Public Accountants (AICPA), confirms that Wellgistics Health has implemented strong security controls and operational safeguards to protect sensitive healthcare data. This compliance ensures that Wellgistics Health’s systems, policies, and procedures are designed to manage and secure customer information with the highest level of integrity.
“Achieving SOC 2 Type 1 compliance marks an important step in ensuring that our systems and processes meet the highest security and reliability standards,” said Srini Kalla, CIO at Wellgistics Health. “This certification demonstrates our commitment to protecting customer data and maintaining a strong foundation for future growth.”
The audit was conducted by Sensiba LLP, a nationally recognized CPA and advisory firm specializing in information security and compliance. As a Public Company Accounting Oversight Board (PCAOB)-registered firm, Sensiba LLP assessed Wellgistics Health’s security controls, risk management policies, and adherence to industry best practices. Their evaluation confirmed that Wellgistics Health’s IT infrastructure and operational processes align with SOC 2 Trust Service Criteria, ensuring a robust security framework for its healthcare partners.
With SOC 2 Type 1 compliance, Wellgistics Health reinforces its ability to provide secure, scalable, and compliant pharmacy solutions for healthcare organizations. This achievement strengthens Wellgistics Health’s position as a trusted partner for pharmacies, providers, and health systems seeking reliable and compliant technology solutions.
About Wellgistics Health
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. Wellgistics Health 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, Wellgistics Health 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. For more information, please visit Wellgistics Health’s website at www.wellgisticshealth.com.
Forward-Looking Statements
This press release may contain 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 Wellgistics Health 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, Wellgistics Health’s statements regarding Wellgistics Health’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 Wellgistics Health ‘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 market conditions and other risks detailed in our reports and statements filed with the SEC. 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 Wellgistics Health’s filings with the SEC, which are available for review at www.sec.gov. Wellgistics Health 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