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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): June 9, 2026
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 3.01. Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed, on April
13, 2026, the Wellgistics Health, Inc. (the “Company”) received a letter (“Letter”) from Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported
in its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), did not satisfy the continued listing
requirement under Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires that a listed company’s stockholders’
equity be at least $2,500,000 (the “Minimum Stockholders’ Equity Requirement”). As reported in its Form 10-K, as of
December 31, 2025, the Company had a stockholders’ equity of $(12,447,801).
The Company has taken affirmative
steps to remedy the Minimum Stockholders’ Equity Requirement. Specifically, as previously reported, the Company entered into a
binding term sheet with DataVault AI (“DataVault”), a Nasdaq listed company, with the goal of creating a newly combined company,
DelivMeds AI. Additionally, the Company intends to acquire an intellectual patent portfolio and a controlling stake in Tollo Health.
The Company estimates a potential combined asset value of $4 billion and stockholders’ equity of approximately $40 million on a
post-transaction basis.
Based on the foregoing steps taken
by the Company, on June 9, 2026, Nasdaq delivered a letter to the Company indicating that it has determined to grant the Company an extension
of time to regain compliance with the Rule. The terms of the extension are as follows: on or before October 12, 2026, the Company opt
for one of the two following alternatives to evidence compliance with the Rule: (A) The Company must furnish to the SEC and Nasdaq a
publicly available report (e.g., a Form 8-K or Form 6-K) including: (1) a disclosure of Nasdaq’s deficiency letter and the specific
deficiency(ies) cited; (2) a description of the completed transaction or event that enabled the Company to satisfy the stockholders’
equity requirement for continued listing; (3) an affirmative statement that, as of the date of the report, the Company believes it has
regained compliance with the stockholders’ equity requirement based upon the specific transaction or event referenced in step 2;
and (4) a disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’
equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to
delisting; or (B) the Company must furnish to the SEC and Nasdaq a publicly available report including: (1) steps 1 & 2 set forth
above; (2) a balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or
before the report date (the pro forma balance sheet must evidence compliance with the stockholders’ equity requirement); and (3)
a disclosure that the Company believes it also satisfies the stockholders’ equity requirement as of the report date and that Nasdaq
will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of
its next periodic report the Company does not evidence compliance, that it may be subject to delisting.
Regardless of which alternative the
Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the year December 31, 2026, with the
SEC and Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy these terms, Nasdaq will provide written
notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
Item
8.01. Other Events.
As
previously disclosed, on December 10, 2025, Wellgistics Health, Inc. (the “Company”) received a written notice from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with
Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s common stock had been below the required minimum of $1.00
per share (the “Minimum Bid Price Requirement”) for 30 consecutive business days. In accordance with Nasdaq Listing Rule
5810(c)(3)(A), the Company was granted an initial compliance period of 180 calendar days, or until June 8, 2026, to regain compliance
with the Minimum Bid Price Requirement.
On
June 9, 2026, the Company received a written notice from Nasdaq stating that the Company has regained compliance with the Minimum Bid
Price Requirement, and that the matter is now closed. Specifically, Nasdaq determined that, for each consecutive business day from May
26, 2026 to June 8, 2026, the closing bid price of the Company’s common stock had been at $1.00 per share or greater. The Company’s
common stock continues to be listed and traded on The Nasdaq Global Select Market under the trading symbol “WGRX”.
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:
June 12, 2026 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
