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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): August 8, 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 $0.0001 per share | WGRX | The Nasdaq Stock 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 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on April 9, 2025 Wellgistics Health, Inc. (the “Company”) entered into an equity purchase agreement (the “ELOC Purchase Agreement”) with Hudson Global Ventures, LLC (the “Investor”), pursuant to which the Company had the right, but not the obligation, to direct the Investor to purchase up to $50,000,000 in shares of the Company’s common stock upon satisfaction of certain terms and conditions contained in the ELOC Purchase Agreement.
On August 13, 2025, the Company delivered written notice to the Investor of its election to terminate the ELOC Purchase Agreement, pursuant to Section 10.5 thereof, and abandoned the transactions contemplated thereby. The Company did not incur any termination fees or penalties as a result of terminating the ELOC Purchase Agreement.
The foregoing description of the ELOC Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ELOC Purchase Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2025, and which is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2025, Prashant Patel advised the Company that he was resigning from his position as the Company’s President and a member of the board of directors effective immediately. Mr. Patel’s decision to resign is not the result of any dispute or disagreement with the Company, the Company’s management or the Company’s board of directors on any matter relating to the Company’s operations, policies, or practices.
As a result of Mr. Patel’s resignation, his employment agreement with the Company automatically terminated as of August 8, 2025.
Item 7.01. Regulation FD Disclosure.
On August 13, 2025, the Company issued a press release announcing the launch of its XRP Implementation Program. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Additionally, on August 14, 2025, the Company issued a press release announcing the termination of the ELOC Purchase Agreement. The press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Each 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 and Exhibit 99.2, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release by Wellgistics Health, Inc., dated August 13, 2025. | |
| 99.2 | Press Release by Wellgistics Health, Inc., dated August 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within 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: August 14, 2025 | By: | /s/ Mark DiSiena |
| Mark DiSiena | ||
| Chief Financial Officer | ||
Exhibit 99.1
Wellgistics Health (NASDAQ: WGRX) Launches XRP Payment Program for Independent Pharmacies
TAMPA, FLORIDA / ACCESS Newswire / August 13, 2025 / Wellgistics Health, Inc. (NASDAQ:WGRX) (“Wellgistics Health” or the “Company”), a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment, today announced the launch of its Ripple Labs-powered XRP Implementation Program, giving independent pharmacies access to blockchain-based payments in the prescription drug space for the first time. The program enables pharmacies to pay for products and move funds instantly, more cost-effectively, and with full transparency-eliminating delays, high fees, and reliance on traditional banking and credit card networks. Wellgistics Health is among the first healthcare companies to implement an XRP-based payment solution at scale.
The program operates in partnership with RxERP, a serialized pharmaceutical eCommerce and ERP (Enterprise Resource Planning) system that manages onboarding, transactions, and reporting for participating pharmacies. With Wellgistics already serving more than 6,500 independent pharmacies and over 200 manufacturers nationwide, the Company is well-positioned to accelerate adoption rapidly and at scale.
Pharmacies can now enroll in the beta program at:
https://wellgisticshealth.com/xrp-in-healthcare/
How Pharmacies Benefit from Using XRP
| ● | Instant Settlement - Payments settle in seconds, not days | |
| ● | Lower Fees - Avoid credit card and bank transaction costs | |
| ● | 24/7 Availability - No banking delays, even on weekends and holidays | |
| ● | Improved Cash Flow - Faster access to working capital and inventory restock | |
| ● | Real-Time Tracking - View and confirm payments instantly | |
| ● | No Intermediaries - Direct transactions between pharmacy and distributor |
“We’ve been impressed with the response so far,” said Brian Norton, CEO of Wellgistics Health. “Independent pharmacy owners are far more forward-thinking than many realize. They see the power of blockchain and understand how transformative this will be as it scales across the industry. Our mission is to give pharmacies greater control, speed, and transparency in their financial operations.”
Technical Innovation and Blockchain Integration
The XRP Payment Program harnesses the speed, scalability, and low-cost infrastructure of the XRP Ledger to meet the unique demands of the pharmaceutical supply chain. Integrated with RxERP, the platform delivers real-time, encrypted, and fully compliant payment processing tailored for independent pharmacies, wholesalers and in the near future, manufacturers.
Pharmacies and investors can learn more by downloading the Wellgistics Health XRP E-Book:
https://wellgisticshealth.com/xrp-in-healthcare/
Regulatory Compliance and Security
The XRP Payment Program has been developed to meet or exceed healthcare and financial regulatory standards, including HIPAA and anti-money laundering (AML) requirements. The system provides secure, traceable transactions while safeguarding sensitive data and maintaining privacy at every stage.
Next Phase: Manufacturer Onboarding and Direct-to-Patient (DTP) Programs
Following the pharmacy rollout, Wellgistics Health will begin onboarding pharmaceutical manufacturers to the XRP platform-expanding capabilities for direct, on-chain transactions. The Company also plans to launch manufacturer-powered Direct-to-Patient (DTP) programs, allowing manufacturers to ship medications directly to patients’ homes in collaboration with their community pharmacy and prescribing physicians to ensure clinical continuity and compliance.
“Pharmacies deserve a payment system as fast and responsive as the care they provide,” said Tony Madsen, COO of Wellgistics Health. “While this first phase focuses on helping pharmacies pay for products more efficiently, it’s just the start. Our vision is to make every aspect of pharmacy payments faster, clearer, and completely frictionless.”
About Wellgistics Health
Wellgistics Health (NASDAQ: WGRX) delivers medications from manufacturer to patient-faster, smarter, and more affordably. Its integrated platform connects 6,500+ independent pharmacies and 200+ U.S. manufacturers, providing wholesale distribution, digital prescription routing, and AI-powered hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment. As a PBM-agnostic alternative, Wellgistics Health offers compliant, end-to-end solutions that restore access, transparency, and trust in U.S. healthcare.
About RxERP
RxERP is the only serialized pharmaceutical ERP system designed specifically for independent pharmacies, wholesalers, and manufacturers. It delivers real-time financial, operational, and compliance tools-integrating blockchain, AI, and serialized inventory management to streamline operations and modernize the supply chain. RxERP is the platform partner managing the XRP Implementation Program with Wellgistics Health.
Forward-Looking Statements
This press release may contain forward-looking statements regarding Wellgistics Health’s plans, strategies, future operations, and expected performance. These statements are based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Factors that could affect these results include, but are not limited to, market conditions and risks detailed in filings with the SEC. Investors are cautioned not to place undue reliance on forward-looking statements. Additional information is available at www.sec.gov.
Media Contact: media@wellgisticshealth.com
Investor Relations: investors@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
SOURCE: Wellgistics Health, Inc.
Exhibit 99.2
Wellgistics Health Terminates Equity Line of Credit to Further Support Growth Strategy
TAMPA, FLORIDA / ACCESS Newswire / August 14, 2025 / Wellgistics Health, Inc. (NASDAQ:WGRX) (“Wellgistics Health” or the “Company”), a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment, today announced the termination of its equity purchase agreement (“ELOC”) with Hudson Global Ventures, LLC.
The ELOC was an effective tool that nearly doubled the Company’s original IPO raise. The decision to terminate the agreement reflects a strategic shift toward accretive financing and reinforces its aim of long-term shareholder value creation.
Management cited strong execution in expanding its independent pharmacy network, accelerating adoption of its AI-powered prescription routing technology and payment platforms, and creating a strong pipeline for growth opportunities with manufacturer direct-to-patient (DTP) platforms as drivers behind the move. This unique approach is designed to bypass traditional PBM barriers, increase manufacturer margins, and accelerate patient access.
“From a financial standpoint, terminating the ELOC aligns with our disciplined approach to capital structure and shareholder equity preservation,” said Mark DiSiena, Chief Financial Officer of Wellgistics Health. “It allows us to secure more favorable funding opportunities so we can focus on our strategic plans, optimize our cost of capital, and pursue options that better reflect our growth trajectory.”
“This decision reflects the discipline we’re bringing to every part of the business,” said Brian Norton, Chief Executive Officer of Wellgistics Health. “We’ve moved past the challenges of our opening quarters and are entering a new chapter built on operational strength and strategic execution. We’re ready to show the market what we’re truly capable of - delivering smarter, faster access to medicine, empowering independent pharmacies, and creating lasting value across the healthcare ecosystem.”
About Wellgistics Health
Wellgistics Health (NASDAQ:WGRX) delivers medications from manufacturer to patient-faster, smarter, and more affordably. Its integrated platform connects 6,500+ independent pharmacies and 200+ U.S. manufacturers, providing wholesale distribution, digital prescription routing, and AI-powered hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment. As a PBM-agnostic alternative, Wellgistics Health offers compliant, end-to-end solutions that restore access, transparency, and trust in U.S. healthcare.
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 from Wellgistics Health’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, market conditions and other risks detailed in our reports and statements filed with the SEC. 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, available at www.sec.gov.
Media Contact: media@wellgisticshealth.com
Investor Relations: investors@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
SOURCE: Wellgistics Health, Inc.