{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-024723","form_type":"8-K","ticker":"WGRX","cik":"0002030763","company_name":"Wellgistics Health, Inc.","filed_at":"2026-05-21T10:51:51+00:00","discovered_at":"2026-05-21T10:55:00.270501+00:00","generated_at":"2026-05-21T10:58:55.403206+00:00","sec_items":["1.01","2.03","3.02","3.03","5.03","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"medium","headline":"Wellgistics Health enters binding term sheet for DelivMeds AI; announces 1-for-50 reverse stock split","bullets":["Binding term sheet with Datavault AI (DVLT), Scilex (SCLX) and others to form DelivMeds AI; combined asset value expected $4B (subject to fairness opinion).","Existing public stockholders projected to retain ~10.4% of common post-conversion; new parties to own ~89.6% via convertible preferred.","Wellgistics to acquire QOLPOM biometric IP from EOS/SCLX, expand PharmacyChain license to HaaS, and acquire controlling stake in Tollo Health (Health Lives Here).","1-for-50 reverse stock split effective May 26, 2026 to regain Nasdaq minimum bid compliance; shares reduce from ~125.7M to ~2.5M.","Note purchase agreement amended: principal increased to $1.5M with additional $200K funding; Gerald Commissiong appointed Interim Co-CEO."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-024723","json":"https://secwatch.observer/filing/0001493152-26-024723.json","markdown":"https://secwatch.observer/filing/0001493152-26-024723.md","text":"https://secwatch.observer/filing/0001493152-26-024723.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-21T10:58:55.403206+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":"0595960505","claim":"Gerald Commissiong was appointed as Interim Co-Chief Executive Officer at Wellgistics Health, Inc..","evidence_excerpt":"On May 20, 2026, in connection with the Term Sheet described in Item 1.01 of this Current Report on Form 8-K, the Board of Directors of Wellgistics Health, Inc. (the “Company”) appointed Gerald Commissiong as Interim Co-Chief Executive Officer of the Company, effective immediately.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","confidence":1.0},{"claim_id":"f492c9abc600ba21be09bc0ff8e9d6be79f751a9","claim":"Wellgistics Health, Inc.: Certificate of Amendment to effect a 1-for-50 reverse stock split of common stock (effective 2025-05-26).","evidence_excerpt":"On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-069515","ticker":"XRN","company_name":"Chiron Real Estate Inc.","filed_at":"2026-06-02T20:30:45+00:00","headline":"Chiron Real Estate closes $249M acquisition of two senior housing communities; issues $100M Series C preferred","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","3.02","3.03","5.03","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 2.03, 3.02, 3.03, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069515","json":"https://secwatch.observer/filing/0001104659-26-069515.json","markdown":"https://secwatch.observer/filing/0001104659-26-069515.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/tm2616685d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","comparable_excerpt":"On May 28, 2026, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 1,000,000 shares of the Company’s authorized preferred stock as shares of Series C Convertible Preferred Stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: executive_change","same SEC item: 1.01, 2.03, 3.02, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"On May 20, 2026, in connection with the Term Sheet described in Item 1.01 of this Current Report on Form 8-K, the Board of Directors of Wellgistics Health, Inc. 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(the “Company”) appointed Gerald Commissiong as Interim Co-Chief Executive Officer of the Company, effective immediately.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","comparable_excerpt":"and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/0001193125-26-249151-index.htm"}},{"accession":"0001213900-26-062961","ticker":null,"company_name":"Matternet, Inc.","filed_at":"2026-05-29T21:21:17+00:00","headline":"Matternet goes public via reverse merger with Los Altos Ventures, $27.6M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","4.01","5.01","5.02","5.03","5.06","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062961","json":"https://secwatch.observer/filing/0001213900-26-062961.json","markdown":"https://secwatch.observer/filing/0001213900-26-062961.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/ea0292214-8k_matternet.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","comparable_excerpt":"At the Effective Time, we amended and restated our certificate of incorporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: executive_change, governance_change","same SEC item: 2.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"On May 20, 2026, in connection with the Term Sheet described in Item 1.01 of this Current Report on Form 8-K, the Board of Directors of Wellgistics Health, Inc. (the “Company”) appointed Gerald Commissiong as Interim Co-Chief Executive Officer of the Company, effective immediately.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","comparable_excerpt":"the Board appointed Todd Gleason, CECO’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 2.03, 3.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","comparable_excerpt":"On May 26, 2026, in connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series D Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 3.03, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2030763/000149315226024723/0001493152-26-024723-index.htm","comparable_excerpt":"On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}