8-K

Wellgistics Health, Inc. (WGRX)

8-K 2025-07-08 For: 2025-07-07
View Original
Added on April 07, 2026

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

July7, 2025

Date

of Report (Date of earliest event reported)

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) (I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

3000Bayport Drive

Suite950

Tampa,FL 33607

(Address of principal executive officers) (Zip Code)

(844)203-6092

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Common Stock, par value $.0001 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 4.01 Changes in Registrant’s Certifying Accountant.

Dismissalof Independent Registered Public Accounting Firm

On July 7, 2025, the Board of Directors of Wellgistics Health, Inc. (the “Company”) approved the dismissal of Suri & Co., Chartered Accountants (“Suri”), the Company’s independent registered public accounting firm.

The reports of Suri on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 contained a note relating to the Company’s ability to continue as a going concern. Other than this note, Suri’s reports on the Company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2024, and December 31, 2023, and the interim period from the end of the most recently completed year through July 7, 2025, there were (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) between the Company and Suri on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Suri, would have caused Suri to make reference to the subject matter of the disagreement in Suri’s reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Suri with a copy of the disclosures it is making in this Current Report on Form 8-K and has requested that Suri furnish it with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether Suri agrees with the above disclosures and, if not, stating the respects in which Suri does not agree. A copy of Suri’s letter to the SEC, dated July 8, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Appointmentof Independent Registered Public Accounting Firm

On July 7, 2025, the Company’s Board of Directors approved the engagement of UHY LLP (“UHY”) as the Company’s new independent registered public accounting firm, effective as of July 7, 2025.

During the fiscal years ended December 31, 2024, and December 31, 2023, neither the Company, nor anyone on its behalf, consulted with UHY regarding: (i) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that UHY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
16.1 Letter from Suri & Co., Chartered Accountants to the Securities and Exchange Commission, dated July 8, 2025.
104 Cover<br> 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:<br> July 8, 2025 By: /s/ Mark DiSiena
Mark<br> DiSiena
Chief<br> Financial Officer

Exhibit 16.1