Wellgistics Health, Inc. 8-K

What Happened
Wellgistics Health, Inc. announced on April 1, 2026 that it entered into a Note Purchase Agreement to sell promissory notes in a private offering of up to $1,250,000 aggregate principal. The investors will pay $1,000,000 in cash for the notes, reflecting a 20% original issue discount. Principal and interest accrue and, unless converted earlier under the Note’s terms, are due on the earlier of the 12-month anniversary of issuance or the closing of a Qualified Financing.

Key Details

• Aggregate principal: up to $1,250,000; aggregate purchase price to investors: $1,000,000 (20% original issue discount).
• Interest: 0% per annum unless an event of default occurs, then default interest is 15% per annum.
• Maturity/repayment: due at 12 months or upon closing of a Qualified Financing, unless converted earlier as provided in the Note.
• Investor protections/limits: investors have participation rights to buy up to 100% of their purchased note principal in future offerings for the longer of one year from issuance or while notes remain outstanding; while the aggregate principal remains outstanding, the Company agreed not to incur other debt or grant new liens on its assets.
• The filing creates a direct financial obligation and the notes are being sold in a private (unregistered) offering. Forms of the Note and Note Purchase Agreement are filed as exhibits to the 8-K.

Why It Matters
This transaction provides Wellgistics with near-term cash (the $1.0M proceeds) while giving investors short-term debt with possible conversion features tied to a future equity financing. The terms restrict the company from taking additional debt or encumbering assets while the notes are outstanding, which may preserve capital structure flexibility for a potential future financing. Retail investors should note the company has added a financial obligation that matures within a year and that the securities are issued in a private placement (unregistered).