Wellgistics Health, Inc. 8-K

What Happened

• Wellgistics Health, Inc. announced on Jan 5, 2026 that it entered a Note Purchase Agreement to sell convertible promissory notes in a private offering with up to $3,125,000 in aggregate principal and an aggregate purchase price of $2,500,000 (20% original issue discount). The Notes mature six months after issuance or upon closing of a Qualified Financing of at least $2.0M in gross proceeds. Interest is 0% (18% per annum upon default). Outstanding amounts are convertible, at the holder’s election, into the securities sold in a Qualified Financing, with a conversion floor price of $0.08 per share. The Notes are guaranteed by a subsidiary under a Global Guaranty Agreement. A placement-agent agreement with Dawson James Securities, Inc. was also executed.

Key Details

• Aggregate principal available: up to $3,125,000; aggregate purchase price received: $2,500,000 (20% OID).
• Maturity: 6 months after issuance or on closing of a Qualified Financing raising ≥ $2.0M; interest: 0% (18% on default).
• Conversion: holders may convert into securities sold in Qualified Financing; conversion floor for common stock = $0.08/share (adjusted for splits, etc.).
• Placement agent fees: 6.5% selling commissions ($162,500) plus warrants equal to 5% of gross proceeds (exercise price = closing stock price on last trading day before closing).
• Company covenants while aggregate principal outstanding: no new debt and no new liens on assets (except IP); investors have pro rata participation rights in future offerings for the longer of one year or until notes are repaid.

Why It Matters

• The deal provides near-term capital ($2.5M net proceeds) but carries potential dilution if notes convert (floor price $0.08 and conversion mechanics may issue up to ~20% of the company’s capitalization by design).
• The short six‑month maturity means the company may need to refinance, convert, or complete a qualifying equity raise soon; failure to comply could trigger default terms including an 18% default rate.
• Placement-agent warrants and commissions add further dilution and cost. The subsidiary guaranty and restrictions on new debt/liens affect the company’s financing flexibility while the notes remain outstanding.