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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): November 20, 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 2.02 Results of Operations and Financial Condition.
On November 20, 2025, Wellgistics Health, Inc. (the “Company”) issued a press release setting forth the financial results for the quarter ended September 30, 2025. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to this Item 2.02. To the extent required, the information set forth under Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 7.01 Regulation FD Disclosure.
On November 20, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1.
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 September 25, 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.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit No. | Description | |
| 99.1 | Press Release Dated November 20, 2025 | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: November 20, 2025 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
Exhibit 99.1
Wellgistics Health Reports Third Quarter 2025 Financial Results and Provides Business Update
TAMPA, FL, November 20, 2025 – Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ: WGRX), a health information technology leader at the nexus of serialization of healthcare technology infrastructure into the individual patient fulfillment of prescription drug through pharmacies ‘From Manufacturer To Patient’, today reported financial results for the period ended September 30, 2025 on Form 10-Q on November 19, 20251 and provided a business update from the CEO.
“The last 6 weeks have really allowed me to understand the different stages of development of the various parts of the business after I was reappointed as President and given the title of Interim-CEO on October 6, 2025,” said Prashant Patel, RPh, President and Interim-CEO of Wellgistics Health. “We have centered the primary focus of our sales team on the launch of Brenzavvy® for the Type 2 diabetes market. Type 2 diabetes affects over 33 million Americans2 with only a small portion of patients getting access a SGLT-2 inhibitor drug primarily to out-of-pocket cost constraints. We have developed a program to significantly reduce these out-of-pocket costs for patients using our EinsteinRx™ AI pharmacy hub software, and expect this product launch may contribute meaningfully to our future revenue growth if successfully commercialized. One of the brightest spots in my review has been the tremendous work done over the last 6 months by our technology team led by Chief Technology Officer Srini Kalla to finalize EinsteinRx and make it ready for launch. The ability of our tech team to help implement our software seamlessly for our clients will be crucial for our long-term success and I now have great confidence in Srini’s ability to meet the growth challenge we expect to face.”
Mr. Patel continued, “While the third quarter saw significant equity-based expenses tied to the pre-IPO acquisition of our pharmaceutical distribution business unit, we have begun to rationalize our go forward approach and it will be centered on the staged integration of EinsteinRx throughout our customers’ value chains. As we prepare to move into 2026 when we intend to put EinsteinRx onto the PharmcyChain™ smart contracts platform we expect to create, we believe there is a meaningful opportunity to optimize the way healthcare information is processed, exchanged and validated. By giving us better data to feed into our models, we intend to further optimize outcomes for patients while delivering cost reduction for payers. We are in advanced discussions to to complete the license agreement underpinning our blockchain smart contracts strategy with DataVault AI (NASDAQ: DVLT) in the fourth quarter of 2025 or the first quarter of 2026 in order to secure the opportunity-enabling intellectual property protection around which we will execute upon our roadmap to disrupt healthcare through efficiency.”
1 https://www.sec.gov/ix?doc=/Archives/edgar/data/0002030763/000149315225024328/form10-q.htm
2 https://my.clevelandclinic.org/health/diseases/21501-type-2-diabetes
“While our primary business is in the $634 billion US prescription drug market3, an increasing portion of U.S. discretionary healthcare spend is going into the $2 trillion US Wellness Market4. Telehealth providers now account for 17% GLP-1 US prescriptions5, which created the rationale for our proposed acquisition of Kare Hub Rx for its optimized ‘plug & play’ telepharmacy integration software that seamlessly allows telehealth providers to route prescriptions through our online pharmacy.”
“In order to create a competitive edge in our GLP-1 offering business to pharmacies and telehealth companies, in March we partnered with Tollo Health to provide prescription-complementary products to address major GLP-1 side effects with their products soon becoming commercially available in the United States. The GLP-1 drug market currently sits at $53 billion annually according to Grandview Research and expected to reach $156 billion by 20306, currently dominated by Eli Lilly and Novo Nordisk, with various injection and oral formulations that all carry muscle loss side effects. Our goal is to eventually offer all GLP-1 drugs to pharmacy clients and through our online pharmacy at competitive prices, while selling cash-pay side effect-mitigating medical foods that we believe provide a more comprehensive solution than our competitors, while increasing margins per GLP-1 prescription.”
“We expect our first GLP-1 side effect product that helps to mitigate muscle loss will launch in the first quarter of 2026. Additionally, we have begun distributing 3CL protease inhibitor cleansing supplement Tollovid™ targeting Long COVID to certain physicians. In 2024, the CDC reported that over 17 million Americans were living with Long COVID7. We expect certain Long COVID clinicians to begin making Tollovid available for their patients this month. We also plan to launch the first natural antiviral combo Tollovid and Galectovid™ to pharmacies after Thanksgiving. We intend to expand our prescription drug catalog to include drugs frequently prescribed for Long COVID in order to develop a full package for pharmacies.”
Mr. Patel completed, “Lastly, the previously disclosed acquisition of Peek Healthcare Technologies, Inc. has been terminated as it is no longer strategically aligns with our plans for the future.”
3 https://www.grandviewresearch.com/industry-analysis/us-pharmaceuticals-market-report
4 https://globalwellnessinstitute.org/press-room/press-releases/gow-us-econ-valued-at-2trillion/
5 https://www.kff.org/public-opinion/kff-health-tracking-poll-prescription-drug-costs-views-on-trump-administration-actions-and-glp-1-use/
6 https://www.grandviewresearch.com/industry-analysis/glp-1-receptor-agonist-market
7 https://www.cdc.gov/nchs/covid19/pulse/long-covid.htm
Financial Results
The Company recorded a net operating loss of $33.878 million in the third quarter of 2025, compared with a net operating loss of $1.867 million in the third quarter of 2024. The increase in net loss was largely due to increased stock-based compensation. Net loss per share in the third quarter of 2025 was $0.46 on 74.379 million weighted average shares outstanding, compared to third quarter of 2024 where the Company delivered a net loss of $0.04 per share on 48.403 million weighted average shares outstanding.
About Wellgistics Health, Inc.
Wellgistics Health (NASDAQ:WGRX) is pharmacy physical and technology enabling health IT company that specializes in optimizing the delivery medications from manufacturers to patients. Its integrated platform connects 6,500+ pharmacies and 200+ manufacturers, offering wholesale distribution, digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment. Wellgistics provides end-to-end solutions designed to restore access, transparency, and trust in U.S. healthcare.
For more information, visit 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, 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 actual results to differ materially. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.
Media & Investor Contact
Media:
media@wellgisticshealh.com
Investor Relations:
IR@wellgisticshealth.com
Investor Relations Contact
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Office: (646) 893-5835
Email: info@skylineccg.com