Form 8-K

8-K — Wellgistics Health, Inc.

Accession: 0001493152-26-024454

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0002030763

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

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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 19, 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 under the Securities Act of 1933 or Rule 12b-2

under the Securities Exchange Act of 1934.

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

2.02 Results of Operations and Financial Condition.

May 19, 2026, Wellgistics Health, Inc. (the “Company”) issued a press release setting forth the financial results for the

quarter ended March 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to this

Item 2.02. To the extent required, the information set forth under Item 7.01 of this Current Report on Form 8-K is incorporated by reference

into this Item 2.02.

The

information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, except as shall be expressly set forth by reference to such filing.

Item

7.01 Regulation FD Disclosure.

May 19, 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Wellgistics Health, Inc., dated May 19, 2026

104

Cover

Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf

by the undersigned hereunto duly authorized.

Date:

May 19, 2026

WELLGISTICS

HEALTH, INC.

By:

/s/

Prashant Patel

Name:

Prashant

Patel

Title:

CEO

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Wellgistics

Health Reports First Quarter 2026 Financials and Provides

● Wellgistics

Pharmacy monthly revenue increased from approximately $0.1 million in November 2025 to approximately

$0.6 million in April 2026, based on preliminary unaudited results

● Q1-26

focus on optimization of Wellgistics Pharmacy revenue growth and capabilities positions Company

to integrate emerging licensed PharmacyChain™ pharmacy data tokenization technology

into pharmacy dispensing AI hub EinsteinRx™

● Kare

Pharmtech joint venture expands the Company’s telepharmacy and direct-to-patient capabilities,

providing immediate access to 200,000+ patient lives

● Strategic

partnership with Tollo Health provides access to proprietary pharmaceutical-adjunct medical

foods & dietary supplements, telemedicine and mental health AI coaching & regimen

compliance tools via “Health Lives Here” app that is targeted to launch in August

2026 following the reveal with NFL Alumni Health at 2026 NFL Draft in Pittsburgh

● The

Company is in advanced discussions with Datavault AI regarding a binding term sheet to expand

the scope of the PharmacyChain™ license to include Health-as-a-Service (HaaS) capabilities

● Company

has terminated previously announced non-binding letters of intent with Neuritek and WellCare

and does not intend to proceed with those transactions

TAMPA,

FL – May 19, 2026 (Newswire.com) – Wellgistics Health, Inc. (NASDAQ: WGRX), a health information technology company,

integrating proprietary pharmacy dispensing optimization artificial intelligence (AI) platform EinsteinRx™ with licensed blockchain-enabled

smart contract technology through PharmacyChain™, reported financial results for the first quarter ended March 31, 2026 and provided

a second quarter 2026 business update from its President & Interim-CEO Prashant Patel, RPh.

“The

Company’s first quarter focus on expanding direct sales from its Wellgistics Pharmacy segment led to sequential quarter over quarter

growth that is now beginning to reach critical mass in the second quarter,” said Prashant Patel, RPh, President & Interim-CEO

Prashant Patel. “We believe the sequential growth in Wellgistics Pharmacy revenue, together with our Kare Pharmtech joint venture,

provides a foundation for continued expansion of our direct-to-patient initiatives. As we work to onboard patient lives available through

the joint venture and prepare for the targeted August 2026 launch of the Health Lives Here initiative with Tollo Health and NFL Alumni

Health, we are also continuing to advance the integration of PharmacyChain™ functionality with our EinsteinRx™ pharmacy dispensing

AI hub.As we onboard an increasing percentage of the 200,000+ patient lives through the joint venture, we are preparing to support a

significant ramp up in prescription dispending through our direct-to-consumer initiatives with Tollo Health coming from that planned

August 2026 launch through the partnership with NFL Alumni Health of the “Health Lives Here initiative” that was revealed

at the 2026 NFL Draft in Pittsburgh.”

Mr.

Patel continued, “As we engage with stakeholders in the pharmaceutical distribution space, we believe the GLP-1 market remains

in an early stage of development and that products such as the Forzet™ medical food product, which is intended to support

the dietary management of muscle loss associated with weight-loss therapies may represent an important adjunct opportunity,” We

intend to increasingly focus on the GLP-1 segment and consolidate the capabilities required to provide what we believe to be a seamless

end-to-end user experience that will likely lead to strong customer satisfaction and retention”

“We

believe the cost reduction and operating discipline implemented by management have better aligned the Company’s expense structure

with its near-term revenue opportunities,”noted Mr. Patel.

First

Quarter 2026 Corporate Highlights

● Sequential

quarter over quarter revenue growth:

○ Q4-2025:

$0.486 million

○ Q1-2026:

$0.929 million

○ Q2-2026:

The Company expects revenue of $1.775 million (projected, $0.86M already recognized through

May 18, 2026)

● Added

quantum key encryption functionality to the Datavault AI PharmacyChain™ license to

enhance security features for the Company’s emerging pharmaceutical distribution-focused

blockchain platform Tollo Health partnership expansion adds telehealth, mental health AI

coaching & regimen compliance tools via proprietary app, proprietary medical food Forzet™

for the dietary management of muscle loss associated with weight loss therapies, and NFL

Alumni Health’s “Health Lives Here” marketing partnership to Wellgistics

capabilities

● Insurance

Eligibility and benefits verification (EBV) services added to EinsteinRx offering

● Continued

strategic shift focusing on direct-to-consumer market

Second

Quarter 2026 Corporate Highlights to Date and Upcoming Milestones

Progress

to date

·● Completed

joint venture with KareRx to add KareRx technology hub and operations to EinsteinEx, gaining

telepharmacy capabilities and operations in order to position for increasing Wellgistics

Pharmacy dispensing activities, onboarding of new manufacturer relationships and execution

of the pending “Health Lives Here” app launch targeted for August 2026 in partnership

with NFL Alumni Health

Pending

milestones

Continue

discussions with Datavault AI regarding an expansion of the PharmacyChain™ license to include Health-as-a-Service capabilitiesEstablish

initial HIPAA-compliant data transfer functionality designed to support smart contract-enabled prescription drug transactions through

Wellgistics Pharmacy

Loss from Operations:

The

Company recorded a net operating loss of $7.742 million in the quarter ended March 30, 2026 compared with a net operating loss of $32.430

million for the quarter ended March 31, 2025. The decrease was largely due to a decrease in general and administrative expenses resulting

from the implementation of cost cutting and other strategic measures by new management. Net operating loss per share for the quarter

ended March 31, 2026 was $0.07 on 104.6 million weighted average shares outstanding compared to the quarter ended March 31, 2025 where

the Company delivered a loss of $0.62 per share on 51.916 million weighted average shares outstanding.

This

press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any

securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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, 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

SOURCE:

Wellgistics Health, Inc.

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