Wellgistics Health raises $16.9M via convertible notes at 20% OID; majority shareholders lock up shares

Wellgistics Health, Inc.

Notes aggregate principal $21.1M for $16.9M cash (20% OID); zero interest; mature in 12 months.
Conversion price initially lower of $6.00 or 100% of closing price, floor $1.00; later reset to $50 or 100% of closing price.
Warrants to purchase shares at $7.50; expire May 27, 2031; potential cash proceeds ~$39.6M if exercised in full.
Portion of proceeds used to repay ~$1.77M Marco Capital loan.
Holders of 1,333,930 common shares (majority) entered 90-day lock-up; co-CEO cites restructuring confidence.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Wellgistics Health, Inc. issued in the aggregate principal amount of $21,132,812.50 of convertible note to certain accredited investors for aggregate cash purchase price of $16,906,250.

Security: convertible note
Shares: in the aggregate principal amount of $21,132,812.50
Purchaser: certain accredited investors
Consideration: aggregate cash purchase price of $16,906,250

Exact text from the filing

shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “PIPE Warrants”). The Notes are being issued for an aggregate cash purchase price of $16,906,250, reflecting a 20% original issue discount, before deducting placement agent fees and offering expenses. The closing of the offering occurred on May 27, 2026 (the “Closing”).

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Wellgistics Health, Inc. issued warrants to purchase shares of the Company’s common stock of warrant to certain accredited investors for $7.50 per share.

Security: warrant
Shares: warrants to purchase shares of the Company’s common stock
Purchaser: certain accredited investors
Consideration: $7.50 per share

Exact text from the filing

The PIPE Warrants are exercisable for shares of Common Stock at an exercise price of $7.50 per share

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Wellgistics Health, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at $21,132,812.50 (effective 2026-05-27).

Action: entry
Agreement: equity purchase
Counterparty: certain accredited investors
Value: $21,132,812.50
Effective: 2026-05-27

Exact text from the filing

On May 27, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers convertible promissory notes in the aggregate principal amount of $21,132,812.50

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Wellgistics Health, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-026452

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