{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-002690","form_type":"8-K","ticker":"WGRX","cik":"0002030763","company_name":"Wellgistics Health, Inc.","filed_at":"2026-01-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.047500+00:00","generated_at":"2026-05-16T09:38:00.191440+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Wellgistics Health issues up to $8.125M secured convertible notes at 20% OID","bullets":["Issued $8.125M aggregate principal of secured convertible notes; purchase price $6.5M (20% OID).","Notes bear 0% interest (18% default), mature 6 months or at qualified financing.","Conversion price $0.4057 per share, at holder's election.","Placement agent Dawson James gets 6.5% commission and warrants for 5% of gross proceeds.","Notes secured by assets of Company and subsidiaries; guaranteed by Wood Sage LLC."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-002690","json":"https://secwatch.observer/filing/0001493152-26-002690.json","markdown":"https://secwatch.observer/filing/0001493152-26-002690.md","text":"https://secwatch.observer/filing/0001493152-26-002690.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T09:38:00.191440+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"87b95f9ed80458f489a716acf22aefd0946ee454","claim":"Wellgistics Health, Inc. incurred convertible notes of up to $8,125,000 in aggregate principal amount with certain investors at 0% except in the event of an event of default, in which case, the default intere maturing the six (6) month anniversary of the date of issuance of the Notes, or the date of closing of the next issuance and sale of capital stock of the Company.","evidence_excerpt":"On January 16, 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 $8,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of secured convertible promissory notes (the “Notes”) (the “Offering”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"up to $8,125,000 in aggregate principal amount"},{"label":"Counterparty","value":"certain investors"},{"label":"Rate","value":"0% except in the event of an event of default, in which case, the default intere"},{"label":"Maturity","value":"the six (6) month anniversary of the date of issuance of the Notes, or the date of closing of the next issuance and sale of capital stock of the Company"},{"label":"Event","value":"incurrence"}]},{"claim_id":"3512e0c024f35a892100f5304e06c193312d936e","claim":"Wellgistics Health, Inc. entered into Placement Agency Agreement with Dawson James Securities, Inc. (effective 2026-01-16).","evidence_excerpt":"On January 16, 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Dawson James Securities, Inc."},{"label":"Effective","value":"2026-01-16"}]},{"claim_id":"e1f24db45748c897a0ba19f7183db5a3cac9b56b","claim":"Wellgistics Health, Inc. entered into Note Purchase Agreement with certain investors valued at up to $8,125,000 in aggregate principal amount (effective 2026-01-16).","evidence_excerpt":"On January 16, 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 $8,125,000 in aggregate principal amount (the “Aggregate Principal Amount”) of secured convertible promissory notes (the “Notes”) (the “Offering”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"certain investors"},{"label":"Value","value":"up to $8,125,000 in aggregate principal amount"},{"label":"Effective","value":"2026-01-16"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}