Wellgistics Health, Inc. 8-K

What Happened

• Wellgistics Health, Inc. filed an 8-K reporting that, effective February 4, 2026, the board (acting by written consent under Section 141(f) of the DGCL) elected Gary Herman to the board of directors and appointed him chairman of the Audit Committee. The company also furnished a press release dated February 9, 2026 (Exhibit 99.1) under Regulation FD.

Key Details

• Director: Gary Herman elected effective February 4, 2026; designated an “independent” director under NASDAQ/SEC rules and named Audit Committee chair.
• Cash compensation: non-employee directors receive an annual cash retainer of $120,000, payable quarterly in arrears, in cash or shares at the director’s election.
• Equity compensation: each non-employee director receives an annual award of 60,000 shares under the 2023 Equity Incentive Plan (issued annually in arrears) and, upon appointment, receives 200,000 restricted shares vesting in equal installments over three years.
• Other: directors are reimbursed for reasonable travel; the filing states no relationships or transactions requiring disclosure under Item 404(a) and no family relationships between Mr. Herman and the company’s other directors or executive officers.

Why It Matters

• Adding an independent director and naming him Audit Committee chair is material for governance and oversight of financial reporting and controls — items investors monitor for transparency and risk management.
• The compensation package includes significant equity grants (initial 200,000 restricted shares plus annual 60,000-share awards), which will dilute existing shareholders when issued or vested.
• The Regulation FD press release (furnished Feb 9, 2026) publicly announced the change; investors should watch for any future disclosures or proxy materials that provide more background on director qualifications or any potential impact on corporate governance.