エドガーで原本を確認する
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): December 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) |
(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 7.01 Regulation FD Disclosure.
On December 17, 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 December 17, 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: | December 19, 2025 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | ||
| Prashant Patel, President | |||
Exhibit 99.1
Wellgistics Health Reminds Shareholders of December 19, 2025 Record Date for Dream Bowl 2026 Meme Coin Tokens
TAMPA, FL, December 17, 2025 – Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ: WGRX), a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™, today reminded shareholders of the December 19, 2025 record date (the “Record Date”) to receive Dream Bowl 2026 Meme Coin (“Dream Bowl”) tokens. All eligible record holders of Wellgistics Health, Inc. common stock will receive one (1) Dream Bowl token for every one (1) share of common stock owned.
The Company will set a distribution date and provide additional details regarding how shareholders can receive their Dream Bowl tokens following the Record Date.
About Wellgistics Health, Inc.
Wellgistics Health (NASDAQ: WGRX) is a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispending journey. Its integrated platform connects 6,500+ pharmacies (the “Wellgistics Pharmacy Network”) 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 as needed to optimize patient access. Wellgistics provides end-to-end solutions designed to restore access, transparency, and trust in the U.S. prescription drug market for independent pharmacies.
For more information, visit www.wellgisticshealth.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the anticipated timing, structure, and administrative mechanics of the distribution of Dream Bowl 2026 Meme Coin tokens and the Company’s expectations regarding the record date and related communications to shareholders. Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, without limitation, regulatory developments, technological or operational considerations, market conditions, and other risks and uncertainties described in Wellgistics Health, Inc.’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by law. Additional information regarding risk factors is included in Wellgistics Health, Inc.’s filings with the SEC, available at www.sec.gov.
This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, digital assets, or tokens in any jurisdiction. The Dream Bowl 2026 Meme Coin tokens described herein are not securities, are not cash or cash equivalents, do not represent equity or debt of the Company, do not confer any ownership, voting, dividend, or economic rights, and are not intended to be a substitute for a cash dividend or other distribution. The tokens are not being offered or sold pursuant to a registration statement under the Securities Act of 1933, as amended, and have not been registered with the Securities and Exchange Commission or any other regulatory authority.
No assurance is given as to the future utility, functionality, transferability, or value (if any) of the tokens, or that a trading market will develop or be sustained. The distribution of the tokens is not expected to impact the Company’s capital structure, outstanding shares, earnings, or compliance with Nasdaq listing requirements. There shall be no offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
Wellgistics Media & Investor Contact
Media:
media@wellgisticshealth.com
Investor Relations:
IR@wellgisticshealth.com
Wellgistics 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