Wellgistics Health, Inc. 8-K

What Happened
Wellgistics Health, Inc. (WGRX) announced that a Florida court approved a Settlement Agreement under Section 3(a)(10) of the Securities Act, allowing the company to issue shares of its common stock to Silverback Capital Corporation (SCC) to satisfy certain liabilities. The Settlement Agreement (entered Jan 28, 2026) covers an aggregate Claim Amount of $10,712,734.16; the court approval was entered Feb 4, 2026. An amendment dated Feb 9, 2026 fixed the price for the first $2,250,000 tranche at $0.25 per share. The company also issued a press release (furnished Feb 11, 2026) and filed the related agreements as exhibits to the 8-K.

Key Details

• Claim Amount to be satisfied by stock: $10,712,734.16.
• Share price range in the Settlement: $0.25 to $2.25 per share; the first $2,250,000 tranche is fixed at $0.25/share (equal to 9,000,000 shares for that tranche).
• Additional shares to be issued: 100,000 shares as a settlement fee and 300,000 shares to cover legal fees/expenses.
• Corporate appointment: On Feb 6, 2026 the Company engaged Fortitude Advisors, LLC (owned by Gerald Commissiong) and appointed Mr. Commissiong as consulting Chief Business Officer.

Why It Matters
This transaction converts roughly $10.7 million of liabilities into equity, which reduces cash obligations but increases outstanding shares — potentially diluting existing shareholders. The court-approved Section 3(a)(10) process means the share issuance is exempt from registration because the court found the terms fair. Investors should watch for the company’s updated share count and any subsequent tranches or amendments (prices vary by tranche), as those will affect dilution and per-share metrics. The new consulting Chief Business Officer appointment is a company-level change that may influence business development efforts going forward.