Wellgistics Health, Inc. 8-K

What Happened
Wellgistics Health, Inc. (WGRX) filed an 8‑K reporting that on May 20, 2026 it entered a Fully Binding Letter of Intent (Term Sheet) with EOS Technology Holdings, Inc., Scilex Holding Company/Scilex Holdings, Inc., Datavault AI, Inc., HealthBridge Advisors, LLC and Fortitude Advisors, LLC for a proposed transaction involving acquisitions and exclusive licenses of intellectual property and related assets, an expansion of its PharmacyChain license to include Datavault AI Health, and acquisition of a controlling interest in Tollo Health, LLC (d/b/a Health Lives Here). The Term Sheet contemplates issuing convertible “Acquisition Preferred” shares that, upon conversion and subject to conditions and approvals, would result in the listed counterparties owning approximately 89.6% of the company’s common stock (public pre‑conversion holders ~10.4%). The filing also discloses a 1‑for‑50 reverse stock split approved by the board and stockholders, and an amendment to a note purchase agreement (May 19, 2026) increasing the amended promissory note principal to $1,500,000.

Key Details

• Term Sheet date: May 20, 2026; counterparties include EOS, SCLX, Datavault, HBA and Fortitude.
• Post‑conversion ownership (per Term Sheet): counterparties expected to hold ~89.6%; public pre‑conversion shareholders ~10.4% (subject to adjustment).
• Financing and conditions: target concurrent minimum $2.0M investment from Dawson James–associated investors, plan to file an at‑the‑market (ATM) facility within 14 days, use of liability‑reduction/financing transactions, and additional financing tied to conversion and closing.
• Valuation claim: parties expect combined value of $4.0 billion as memorialized by a fairness opinion (subject to due diligence and board/stockholder/financing/Nasdaq approvals).
• Note amendment (May 19, 2026): investor Robert Forster funded an additional $200,000 (cash purchase price to $1,200,000); Amended & Restated Promissory Note principal = $1,500,000 (reflecting a 20% original issue discount).
• Reverse Stock Split: 1‑for‑50 approved by the board and by written consent of stockholders; Certificate of Amendment filed with Delaware. (The filing states the Reverse Split will be effective as of May 26; the 8‑K contains an inconsistent year reference—see filing—so shareholders should review company communications or the SEC filing for the exact effective date.)

Why It Matters
This 8‑K signals a potential transformational deal that could dramatically change ownership and the business mix of Wellgistics if definitive agreements are signed and required approvals and financing are obtained. The proposed issuance and conversion of Acquisition Preferred would substantially dilute existing public shareholders (public holders could be left with roughly ~10% post‑closing/pre‑conversion per the Term Sheet). The company’s reverse 1‑for‑50 stock split is aimed at regaining Nasdaq compliance by raising the per‑share price above $1.00. Separately, the amended note provides near‑term cash ($200K additional) but increases the company’s indebtedness. All material aspects of the proposed transaction — valuation, financing, board/management changes and timing — remain subject to due diligence, a fairness opinion, definitive agreements, stockholder approvals and Nasdaq requirements; there is no assurance the transaction will close as proposed.