8-K
Wellgistics Health, Inc. (WGRX)
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): February 4, 2026
WELLGISTICS
HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42530 | 93-3264234 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
3000Bayport Drive
Suite950
Tampa,FL 33607
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (844) 203-6092
NotApplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> 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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.
Electionof Directors
Effective as of February 4, 2026, the remaining member of the board of directors acted by consent in lieu of a meeting of the board of directors under Section 141(f) of the DGCL to elect Gary Herman (the “Newly Elected Director”) to the board of directors to serve as directors. The board of directors has since appointed Mr. Herman to serve as the chairman on the Audit Committee of the board of directors. Mr. Herman will be an “independent” director as defined under applicable rules of NASDAQ and the SEC.
Pursuant to the policies of the Company, each non-employee director will receive an annual cash retainer of $120,000, payable at the director’s election in cash or shares of Common Stock. These retainers are paid quarterly in arrears on or before the fifteenth (15th) business day following the end of each calendar quarter. Each non-employee director also receives an annual equity award of 60,000 shares of Common Stock under the Company’s Amended and Restated 2023 Equity Incentive Plan. These shares of Common Stock are to be issued annually in arrears on or before the fifteenth (15th) business day following the end of each calendar year. Non-employee directors are also reimbursed for reasonable travel expenses in connection with their attendance at board of director and committee meetings. Upon appointment, each non-employee directors will receive 200,000 restricted shares of Common Stock, vesting in equal installments over three (3) years.
There are no transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K related to the Newly Elected Director.
Further, there are no family relationships among any of the Company’s directors, executive officers and any of the Newly Elected Director.
Item7.01 Regulation FD Disclosure.
On February 9, 2026, 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.
Item9.01. 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 February 9, 2026 |
| 104* | Cover<br> 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:<br> February 9, 2026 | WELLGISTICS HEALTH, INC. | |
|---|---|---|
| By: | /s/ Prashant Patel | |
| Prashant<br> Patel, President |
Exhibit99.1
NFLAlumni Health Partners with Wellgistics Health to Deploy Technology to Improve Health Outcomes for Former NFL Players and Rural Communities
| ● | Wellgistics<br> Health to leverage EinsteinRx™ AI pharmacy hub and PharmacyChain™ smart contracts<br> to drive healthcare optimization for former NFL players that and rural communities |
|---|---|
| ● | Focus<br> areas include mental health, weight loss, sleep apnea, cardiometabolic disease, pain management<br> and Long COVID |
| ● | NFL<br> Alumni Health Ambassadors to help support Wellgistics’ healthcare access and ease-of-use<br> message to rural communities though Wellgistics’ pharmacy and independent pharmacy<br> network |
| ● | Wellgistics<br> and NLF Alumni Health management attended ‘Radio Row’ during week of Super Bowl<br> LX in San Francisco |
TAMPA,FL, February 3, 2026 – Wellgistics Health, Inc. (NASDAQ: WGRX), a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence (‘AI’) platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™, today announced that it has entered into an agreement with NFL Alumni Health to establish healthcare and wellness programs that expand access to healthcare and wellness services, improve cost transparency and drive patient outcomes. The programs will initially be developed and optimized for former NFL players and thereafter will be deployed more broadly in rural communities leveraging Wellgistics’ network of 6,500 independent pharmacy network (the ‘Wellgistics Pharmacy Network’). The partnership will initially focus on improving key health priorities including mental health, weight loss, sleep apnea, cardiometabolic disease, pain management and Long COVID.
“The healthcare technological advancements being developed by Wellgistics Health strike at the core of the inefficiencies involved in delivering optimal care for former NFL players, as well as the broader rural communities in the United States,” stated Billy Davis, a two-time Super Bowl champion with the Dallas Cowboys and Baltimore Ravens, and co-director of NFL Alumni Health. “By leveraging AI to ensure that physcians make the best prescribing decisions, medications are efficiently delivered to patients, proper support is made available to improve outcomes and smart contracts provide the oversight so that no detail is missing to ensure timely coordindation of benefits and payments, Wellgistics’ integrated solution represents the future of healthcare. We intend to provide our alumni with best in breed healthcare, and Wellgistics is helping to make that easier.”
“We are excited to partner with NFL Alumni Health as our first ‘white glove’ client around whom we intend to optimize EinsteinRx and PharmacyChain to deliver the best healthcare experience for organizations,” said Prashant Patel, RPh, President & Interim-CEO of Wellgistics Health. “We have been making good progress with the integration of our point-of-sale EinsteinRx tool into Wellgistics Pharmacy Network pharmacies, and this now allows us to actually start developing new business for organizations because we can appropriately route prescriptions to locations that offer our full suite of services. As we expand this capability throughout the country, we are delighted that NFL Alumni Health has agreed to get their Ambassadors to help spread the message as a trusted voice from the local community to encourage people to engage more directly with their local pharmacies to improve health outcomes for themselves, their families and their local communities.”
AboutNFL Alumni Health
NFL Alumni Health is a nonprofit organization dedicated to improving the health and wellness of former professional football players, their families and the communities they serve. Through advocacy, education and partnerships with leading healthcare organizations, NFL Alumni Health addresses critical public health issues and promotes innovative solutions that enhance well-being. By leveraging the influence of NFL legends, the organization fosters impactful community engagement initiatives, including health screenings, educational symposiums and national awareness campaigns. For more information, visit nflalumnihealth.org.
AboutWellgistics 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-LookingStatements
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the parties’ plans to negotiate definitive agreements, potential implementation, adoption, performance, revenue sharing, and other anticipated benefits of the contemplated collaboration. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in Wellgistics Health, Inc.’s filings with the SEC. Forward-looking statements speak only as of the date hereof, and neither company undertakes any obligation to update them except as required by law. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, and there shall be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
WellgisticsMedia & Investor Contact
Media:
media@wellgisticshealth.com
Investor Relations:
IR@wellgisticshealth.com