Form 8-K

8-K — Wellgistics Health, Inc.

Accession: 0001493152-26-024823

Filed: 2026-05-21

Period: 2026-05-21

CIK: 0002030763

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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): May 21, 2026

WELLGISTICS

HEALTH, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42530

93-3264234

(State

or other jurisdiction

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 ☒

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

8.01. Other Events.

May 21, 2026, Wellgistics Health, Inc. (the “Company”), issued a letter to its shareholders regarding its strategy overview

and business update. A copy of the Company’s letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Letter to Shareholders, dated as of May 21, 2026

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.

Date:

May 21, 2026

WELLGISTICS

HEALTH, INC.

By:

/s/

Prashant Patel

Prashant

Patel, President

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Wellgistics

Health Releases Letter to Our Shareholders

Why

Vertical Integration and Blockchain Will Define the Next Era of Healthcare

TAMPA,

FL .—(BUSINESS WIRE)—May 21, 2026— Wellgistics Health, Inc. (“Wellgistics”) (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 released a

letter to shareholders expanding upon the strategy behind recently announced transactions.

‘Dear

Fellow Shareholders,

Yesterday

we announced a series of transactions that, taken together, mark the most consequential strategic moment in Wellgistics Health’s

history. We are writing today to explain what connects them — and why we believe the steps we are taking now will position Wellgistics

as essential infrastructure for the healthcare industry of the next decade.

Our

thesis is straightforward: vertical integration is the only path to real efficiency in healthcare, and blockchain is the only architecture

capable of supporting it at scale. Every participant in healthcare — providers, payors, pharmacies, manufacturers, and patients

— is operating with fragmented data, duplicated workflows, and trust gaps that cost the system hundreds of billions of dollars

each year. We believe these inefficiencies cannot be solved by another point solution layered on top of legacy systems. They require

a unified data fabric that captures, verifies, and exchanges health information across every node of care. That fabric will be built

on blockchain. We believe it is not a question of whether the industry adopts blockchain-based infrastructure, but when — and who

is positioned to provide it.

That

conviction is the strategic logic behind every announcement we made yesterday.

DelivMeds

AI and the expanded Datavault license give us the enabling intellectual property for commercial tokenized healthcare data

management. Tokenization is the mechanism that turns fragmented health data into a verifiable, exchangeable, and valuable asset. By forming

DelivMeds AI and consolidating these capabilities inside our EinsteinRx™ platform, we are building the data layer that the rest

of the industry will eventually need to plug into.

The

QOLPOM patent portfolio brings remote biometric patient verification, technology-enabled pharmacodynamic monitoring, and medical

drone biometric IP under our roof. Verification is the foundation of trust in any tokenized data system. Without it, health data cannot

be reliably exchanged or monetized. QOLPOM’s IP gives us the authentication layer that makes the data layer credible. And it opens

up a potential unique future last-mile solution using drones capable of biometric patient verification to deliver prescriptions and pickup

diagnostic specimen collection for lab services in rural communities.

The

Tollo Health controlling interest and Forzet™ extend our reach directly to the patient. Through the Health Lives Here

program in partnership with NFL Alumni Health, we will engage GLP-1 patients managing muscle loss — generating real-world adherence,

outcomes, and biometric data that flows back into our platform. This is vertical integration in practice: from the manufacturer relationship,

through the pharmacy network, the prescription dispensing event, the patient’s daily experience, and back into the data infrastructure

that improves the next decision.

Each

of these moves stands on its own. Together, they form a single integrated thesis. The pharmacy is the most under-appreciated touchpoint

in healthcare — it is where prescriptions are filled, where adherence begins, and where the richest longitudinal data on patient

behavior already lives. We have spent years building the connective tissue across 6,500 pharmacies and 200+ manufacturers. We are now

extending that connective tissue upstream into data infrastructure and downstream into patient care.

The

companies that will define healthcare over the next ten years will not be the ones with the best single product. They will be the ones

who own the data, the verification, and the patient relationship — and who can move information across all three with cryptographic

trust. That is what we are building.

recognize that the breadth of yesterday’s announcements raises questions, and we are committed to keeping our shareholders informed

at every step. We will provide additional detail in the coming weeks as definitive agreements are finalized.

The

planned share restructuring and new CUSIP support the Company’s next phase of growth.

Thank

you for your continued confidence in Wellgistics Health. We are building this Company with conviction, and we believe the foundation

we are laying now will deliver durable value for shareholders, providers, and patients alike.’

Sincerely,

Gerald

Commissiong

Interim

Co-Chief Executive Officer

Prashant

Patel

Interim

Co-Chief Executive Officer

About

Wellgistics Health, Inc.

Wellgistics

Health (NASDAQ:WGRX) is a health information technology leader integrating its proprietary pharmacy dispensing optimization artificial

intelligence platform EinsteinRx™ into its blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription

drug dispensing journey. Its integrated platform connects more than 6,500 pharmacies and 200+ manufacturers, offering wholesale distribution,

digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility verification, onboarding, adherence

support, prior authorization, and cash-pay fulfillment designed to improve patient access and transparency across the prescription ecosystem.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding the Company’s expected second quarter 2026 revenue, expected growth of Wellgistics Pharmacy

revenue, the anticipated benefits of the Kare Pharmtech joint venture, the anticipated onboarding of patient lives, the targeted August

2026 launch of the Health Lives Here app, the anticipated benefits of the Tollo Health partnership, the Company’s plans regarding

GLP-1 related opportunities, the integration of PharmacyChain™ functionality with EinsteinRx™, the potential expansion of

the Datavault AI PharmacyChain™ license to include Health-as-a-Service capabilities, the expected development of HIPAA-compliant

data transfer functionality, the potential acquisition of the QOLPOM IP portfolio, the potential acquisition of a controlling interest

in Tollo Health, LLC, and the Company’s expectations regarding its business strategy, operating discipline, revenue opportunities

and future growth. Forward-looking statements are based on current expectations, estimates, forecasts and projections and are not guarantees

of future performance. These statements may be identified by words such as “anticipate,” “believe,” “expect,”

“intend,” “plan,” “target,” “may,” “will,” “would,” “could,”

“should,” “seek,” “estimate,” “project,” “potential,” “continue”

and similar expressions.

Forward-looking

statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed

or implied, including, among others: the Company’s ability to achieve expected revenue growth; the risk that preliminary second

quarter results may differ from actual results following quarter-end close procedures; the Company’s ability to successfully integrate

Kare Pharmtech, Tollo Health, Datavault AI PharmacyChain™ functionality and other strategic initiatives; the Company’s ability

to launch the Health Lives Here app on the anticipated timeline or at all; the Company’s ability to successfully develop, commercialize

and scale EinsteinRx™ and PharmacyChain™-enabled capabilities; regulatory, reimbursement, data privacy, HIPAA, healthcare,

FDA, FTC and other compliance risks; risks associated with medical food, dietary supplement, telehealth and AI-enabled healthcare offerings;

the Company’s ability to maintain and expand manufacturer, pharmacy, patient and strategic partner relationships; competitive conditions

in the healthcare technology, pharmacy, telehealth and pharmaceutical distribution markets; the availability of capital; the Company’s

ability to maintain compliance with Nasdaq listing requirements; and the other risks and uncertainties described in the Company’s

filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections of the Company’s most

recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Readers

are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company

undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or

otherwise, except as required by law.

Wellgistics

Media & Investor Contact

Media:

media@wellgisticshealth.com

Investor Relations: IR@wellgisticshealth.com

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