Wellgistics Health issues $3.125M convertible notes at 20% OID; sets 2026 target of 500 pharmacy onboardings/month

This filing

On January 5, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private offering up to $3,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of convertible promissory notes (the “Notes”) (the “Offering”).

Comparable filing

PubCo will issue Notes in an aggregate principal amount of $27,500,000. The Notes mature fifteen (15) months from the date of issuance.

This filing

On January 5, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private offering up to $3,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of convertible promissory notes (the “Notes”) (the “Offering”).

Comparable filing

The Amendment provides for, among other things, (a) an increase in the aggregate commitments to $2.65 billion (which may further be increased on a permanent or a temporary basis up to an amount agreed by each Joint Lead Arranger and the increasing lenders), (b) an extension of the scheduled maturity date to May 25, 2029 (subject to two further one-year extension options upon the payment of fees and satisfaction of certain customary conditions), (c) updates to interest rates (borrowings denominated in U.S. dollars bearing interest as of the date of the Amendment, at the Borrower’s discretion, at a rate of the (i) one-month term Secured Overnight Financing Rate (“SOFR”) plus a spread of 3.00% per annum, (ii) daily simple SOFR plus a spread of 3.00% per annum or (iii) Base Rate (as defined in the Credit Agreement) plus a spread of 2.00%)

This filing

On January 5, 2026, in connection with the Offering, the Company entered into a placement agency agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s placement agent in connection with the Offering.

Comparable filing

In connection with the Private Placement, the Company entered into Registration Rights Agreements with the Investors, dated as of June 1, 2026 (the “PIPE Registration Rights Agreement”), pursuant to which the Company has agreed to (i) prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Common Stock sold in the Private Placement within 45 days of the closing of the Private Placement, (ii) use commercially reasonable efforts to have such registration statement declared effective within the time period set forth in the PIPE Registration Rights Agreement, and to keep such registration statement effective until the date that all registrable securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for 1 the Company to be in compliance with the current public i

This filing

On January 5, 2026, in connection with the Offering, the Company entered into a placement agency agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s placement agent in connection with the Offering.

Comparable filing

On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”).

This filing

On January 5, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private offering up to $3,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of convertible promissory notes (the “Notes”) (the “Offering”).

Comparable filing

Agent and Collateral Agent, the “Agent”) and Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, each as Joint Lead Arranger, providing the Company with up to $400 million in borrowing capacity (the loans thereunder, the “Revolving Loans”), including a $65.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for

This filing

On January 5, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private offering up to $3,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of convertible promissory notes (the “Notes”) (the “Offering”).

Comparable filing

Simultaneously, the Second Note (as reduced by the converted amounts described above) was amended effective as of the Closing Date (as so amended, the “Amended Note”). Under the Amended Note, 3i will be subject to a nine (9)-month conversion moratorium during which it may not exercise any conversion right. Commencing on the date that is nine (9) months after the Closing Date, the Company will be obligated to repay the Amended Note in nine (9) equal consecutive monthly installments of combined principal, interest and Make-Whole Amounts (as defined in the Amended Note), with the final installment due eighteen (18) months after the Closing Date.

This filing

On January 5, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private offering up to $3,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of convertible promissory notes (the “Notes”) (the “Offering”).

Comparable filing

On May 26, 2026, Buyer entered into a term loan with Seller in the original principal amount of US$49.0 million (the “Seller Note”). The Seller Note is evidenced by a promissory note and is secured by a first-priority mortgage, assignment of leases and rents, security agreement, financing statement and fixture filing encumbering the Property and related collateral (collectively, the “Seller Mortgage”). Under the Seller Note and related loan documents: · The original principal amount is US$49.0 million. · The Seller Note bears interest at 15% per annum on the outstanding principal balance, payable in monthly installments of interest only. · The initial maturity date of the Seller Note is May 25, 2027. · Buyer has the right, subject to the satisfaction of specified conditions, to extend the maturity date of the Seller Note for up to two additional one-year periods, each upon payment of an extension fee equal to 1.0% of the then-outstanding principal balance and the absence of any uncured

This filing

On January 5, 2026, in connection with the Offering, the Company entered into a placement agency agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s placement agent in connection with the Offering.

Comparable filing

On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).