---
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"
generated_at: "2026-05-16T09:38:00.191440+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Wellgistics Health issues up to $8.125M secured convertible notes at 20% OID

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-002690
- JSON: https://secwatch.observer/filing/0001493152-26-002690.json
- Plain text: https://secwatch.observer/filing/0001493152-26-002690.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/2030763/000149315226002690/0001493152-26-002690-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.