Wellgistics Health, Inc. 8-K

What Happened

• Wellgistics Health, Inc. announced on Jan. 16, 2026 that it entered a Note Purchase Agreement to issue and sell secured convertible promissory notes in a private offering. The offering contemplates up to $8,125,000 in aggregate principal, with an aggregate purchase price of $6,500,000 (reflecting a 20% original issue discount). The notes mature on the earlier of six months from issuance or the closing of a Qualified Financing and bear 0% interest unless an event of default occurs (default interest 18% per year).

Key Details

• Offering size and price: up to $8,125,000 aggregate principal; aggregate purchase price payable by investors is $6,500,000 (20% original issue discount).
• Conversion: if not repaid earlier, holders may convert outstanding amounts into common stock at a conversion price of $0.4057 per share (conversion equals Note balance ÷ $0.4057).
  • Illustrative: $6.5M converted → ~16.02M shares; $8.125M converted → ~20.03M shares.
• Security and guarantees: Notes are guaranteed by a subsidiary and secured by the Company’s and its subsidiaries’ assets, including via a Security Agreement and an Intellectual Property Security Agreement.
• Investor protections and restrictions: investors receive pro-rata participation rights in future offerings (up to 100% of their purchased Note principal) for the longer of one year or while notes remain outstanding; while aggregate principal remains outstanding, the Company agreed not to incur additional debt or grant new liens on assets (with an exception for encumbering Intellectual Property).
• Placement agent: Dawson James Securities acted as placement agent; company paid 6.5% selling commissions and issued placement-agent warrants (PA Warrants) equal to 5% of aggregate gross proceeds, with an exercise price equal to the closing price of the common stock on the last trading day before closing.

Why It Matters

• This financing provides near-term capital to the company but creates a short-dated liability that may convert into a substantial number of shares, with potential dilution for existing shareholders if holders elect conversion. The note terms restrict the company from taking on new debt or encumbering assets (except IP) while the notes remain outstanding, which may limit near-term financing flexibility. Investors should note the zero-coupon structure (0% interest unless default) and the relatively low conversion price ($0.4057), both relevant to dilution and future capital plans.