UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 25, 2025, Wellgistics Health, Inc. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”). Pursuant to the Consulting Agreement, Hudson agreed, for a period of thirty (30) days, to provide the Company with business advisory services, guidance on growth strategies, and networking opportunities for general business purposes. As consideration with Hudson’s services, the Company agreed to (i) pay Hudson a fee of $250,000 and (ii) cause the issuance in restricted book entry form of 52,000 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”). If the Company proposes to file any registration statement covering any of its securities, the Company agreed to provide Hudson with notice of such registration statement and to effect the registration of any portion of Hudson’s shares of Common Stock, as directed by Hudson, to the extent required to permit the resale and disposition of its shares of Common Stock.
The Consulting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the terms of the Consulting Agreement set forth above are qualified in their entirety by reference to such exhibit.
Item 7.01. Regulation FD Disclosure.
On February 26, 2025, the Company issued a press release announcing the expansion of its healthcare ecosystem with Tollo Health, LLC. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The corporate press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section 18. The information in this Item 8.01, as well as Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
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 February 14, 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 Number | Description | |
| 1.1 | Consulting Agreement dated February 25, 2025, by and between Wellgistics Health, Inc. and Hudson Global Ventures, LLC | |
| 99.1 | Press Release by Wellgistics Health, Inc., dated February 26, 2025 | |
| 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.
| Wellgistics Health, Inc. | ||
| Dated: February 28, 2025 | By: | /s/ Vishnu Balu |
| Vishnu Balu | ||
| Chief Financial Officer | ||