Form 8-K

8-K — Wellgistics Health, Inc.

Accession: 0001493152-26-021718

Filed: 2026-05-07

Period: 2026-05-01

CIK: 0002030763

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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0002030763

2026-05-01

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 1,

2026

WELLGISTICS

HEALTH, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42530

93-3264234

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3000

Bayport Drive

Suite

950

Tampa,

FL 33607

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (844)

203-6092

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

WGRX

The

Nasdaq Capital Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

May 1, 2026, Wellgistics, LLC (“Wellgistics”), a wholly owned subsidiary of Wellgistics Health, Inc. (the “Company”),

entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement (the “Forbearance Agreement”) with Marco

Capital, Inc. (“MCI”). The Company, together with certain members of management, also entered into the Forbearance Agreement

for purposes of reaffirming certain guaranty and related obligations.

Under

the Forbearance Agreement, Wellgistics acknowledged approximately $1.77 million in outstanding obligations owed to MCI under that certain

Loan and Security Agreement, dated November 22, 2024, between Wellgistics and MCI. Pursuant to the Forbearance Agreement, MCI agreed

to temporarily forbear from exercising certain rights and remedies arising under the existing loan documents through June 15, 2026, subject

to the terms and conditions set forth therein.

The

Forbearance Agreement provides for bi-weekly payments of $50,000 beginning May 5, 2026. In addition, the agreement provides that a portion

of net proceeds received from future financing transactions by the Company or its affiliates during the forbearance period may be required

to be applied toward repayment of the outstanding obligations, subject to specified percentage thresholds set forth in the agreement.

The

outstanding obligations accrue interest at a rate equal to Term SOFR plus 11.5% per annum beginning May 5, 2026.

The

Forbearance Agreement also contains customary acknowledgments, representations and warranties, reaffirmations of existing guaranties,

covenants, events of default and reservation of rights provisions customary for agreements of this nature.

The

foregoing description of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Forbearance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by

reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit

No.

Description

10.1

Acknowledgement of Indebtedness, Forbearance and Repayment Agreement dated as of May 1, 2026, by and among Marco Capital, Inc., Wellgistics, LLC, Wellgistics Health, Inc., Prashant Patel and Eric Sherb

104*

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SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May 7, 2026

WELLGISTICS

HEALTH, INC.

By:

/s/

Prashant Patel

Prashant

Patel, President

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

ACKNOWLEDGMENT

OF INDEBTEDNESS, FORBEARANCE AND REPAYMENT AGREEMENT

This

ACKNOWLEDGMENT OF INDEBTEDNESS, FORBEARANCE AND REPAYMENT AGREEMENT (this “Agreement”) is made as of May 1, 2026 (the

“Effective Date”), by and among Marco Capital, Inc., a Delaware corporation (“MCI”), Wellgistics,

LLC, a Florida limited liability company (“Borrower”), Wellgistics Health, Inc., a Delaware corporation (“Parent

Guarantor”), and Prashant Patel and Eric Sherb (each, a “Management Guarantor” and collectively, the “Management

Guarantors”). Borrower, Parent Guarantor and Management Guarantors are sometimes referred to herein collectively as the “Obligors”,

and MCI, Borrower, Parent Guarantor and Management Guarantors are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS,

MCI and Borrower are parties to that certain Loan and Security Agreement dated as of November 22, 2024 (as amended, restated, supplemented

or otherwise modified from time to time, the “Loan Agreement”);

WHEREAS,

Parent Guarantor executed and delivered to MCI that certain Guaranty Agreement (the “Parent Guaranty”), pursuant to

which Parent Guarantor absolutely and unconditionally guaranteed the payment and performance of all Obligations;

WHEREAS,

as of May 5, 2026, the aggregate outstanding amount of all Obligations owed by Borrower to MCI equals USD 1,766,131.54 (the “Outstanding

Amount”);

WHEREAS,

certain circumstances exist under the Loan Agreement and the other Loan Documents that entitle MCI to exercise rights and remedies thereunder

and under applicable law, including acceleration of the Obligations and enforcement against the Collateral;

WHEREAS,

Borrower has requested that MCI temporarily forbear from exercising such rights and remedies, and MCI is willing to do so solely on the

terms and conditions set forth herein;

Capitalized

terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement, and all references

in this Agreement to the Loan Agreement and the other Loan Documents shall mean the same as amended, restated, supplemented or otherwise

modified from time to time, except as expressly provided herein.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ACKNOWLEDGMENT

OF OBLIGATIONS

1.1. Borrower

hereby irrevocably and unconditionally acknowledges, confirms and agrees that (i) the Outstanding

Amount is due and owing to MCI without dispute, deduction or offset of any kind, (ii) such

amount constitutes valid, binding and enforceable Obligations under the Loan Agreement and

the other Loan Documents, (iii) all Obligations are absolute and presently due (whether or

not accelerated), and (iv) Borrower has no defenses, counterclaims, rights of setoff or other

claims of any nature whatsoever against MCI with respect to the Obligations or otherwise.

Borrower further ratifies and reaffirms all of its obligations, liabilities and duties under

the Loan Agreement and the other Loan Documents, each of which shall remain in full force

and effect.

2. CONDITIONAL

FORBEARANCE

2.1. Subject

strictly to the terms and conditions of this Agreement, MCI hereby agrees, for a limited

period, to forbear from exercising its rights and remedies arising in connection with the

Obligations and the Loan Agreement. Such forbearance is expressly conditioned upon the full

and timely performance by Borrower and the other Obligors of each and every covenant, agreement

and obligation set forth in this Agreement.

2.2. The

parties expressly agree that this Agreement constitutes a limited forbearance agreement only,

and nothing contained herein shall be deemed or construed as (i) a waiver of any Event of

Default, (ii) a waiver of any rights or remedies of MCI, (iii) a reinstatement of the credit

facility, or (iv) a modification of the Loan Agreement or any other Loan Document, except

as expressly set forth herein. Upon the occurrence of any default under this Agreement, MCI’s

agreement to forbear shall automatically and immediately terminate without notice.

2.3 The

period during which MCI agrees to forbear pursuant to this Agreement (the “Forbearance

Period”) shall commence on the Effective Date and shall continue until June 15th, 2026,

unless earlier terminated in accordance with the terms of this Agreement.

3. REPAYMENT

OF OBLIGATIONS

3.1. In

consideration of MCI’s agreement to forbear, Borrower hereby agrees to repay the Outstanding

Amount in accordance with the following terms.

3.2. Borrower

shall make payments to MCI in the amount of Fifty Thousand Dollars (USD 50,000), with the

first such payment due and payable on May 5, 2026, and subsequent payments due every fourteen

(14) days thereafter. All payments shall be made in immediately available funds, without

deduction, setoff or counterclaim, to such account as MCI may designate from time to time.

3.3. Borrower

acknowledges and agrees that all collections and proceeds of Collateral received in any deposit

account subject to MCI’s control shall be automatically applied by MCI to the Obligations,

in such order and manner as MCI may determine in its sole discretion, and shall reduce the

Outstanding Amount.

3.4. Notwithstanding

the foregoing, the entire unpaid balance of the Obligations, after giving effect to all payments

made pursuant to Section 3.2 and all applications of collections pursuant to Section 3.3,

shall become due and payable in full upon the earlier to occur of (i) June 15, 2026, or (ii)

the date that is five (5) Business Days following the receipt by Borrower or any of its affiliates

of net proceeds actually received by Borrower from any equity financing, debt financing,

capital raise or similar transaction, regardless of the form or structure of such transaction;

provided, however, that Borrower shall only be required to apply to the Obligations an amount

equal to (A) ten percent (10%) of the portion of such net proceeds up to $2,500,000, (B)

twenty percent (20%) of the portion of such net proceeds in excess of $2,500,000 and up to

$5,000,000, and (C) thirty percent (30%) of the portion of such net proceeds in excess of

$5,000,000. Borrower shall provide prompt written notice to MCI upon receipt of any such

proceeds.

4. INTEREST

4.1. Commencing

on May 5, 2026, the outstanding Obligations shall accrue interest at an annual rate equal

to Term SOFR (as defined in the Loan Agreement) plus 11.5%, calculated and prorated daily

on the Daily Balance. Such interest shall be payable on demand or, if not sooner paid, upon

repayment in full of the Obligations.

5. COLLATERAL

AND CASH MANAGEMENT

5.1. Borrower

acknowledges and agrees that MCI holds a valid, perfected and first-priority security interest

in and to all Collateral, and that such security interest remains in full force and effect.

Borrower further acknowledges that all proceeds of Collateral are subject to MCI’s

control pursuant to one or more control agreements, including any Deposit Account Control

Agreement.

5.2. Borrower

covenants and agrees that all collections and proceeds of Collateral shall continue to be

deposited directly into accounts subject to MCI’s control, and that Borrower shall

not open, maintain or use any deposit account, nor direct any Account Debtor to remit payment

to any account, except as expressly permitted by MCI in writing. Borrower shall not take

any action that would impair MCI’s control over such accounts or the proceeds therein.

6. CURRENT

REPRESENTATIONS AND WARRANTIES

6.1. Each

Obligor hereby represents and warrants to MCI, as of the Effective Date that: (i) such Obligor

is duly organized or formed, validly existing and in good standing under the laws of its

jurisdiction of organization or formation, as applicable, and has all requisite power and

authority to execute, deliver and perform this Agreement; (ii) the execution, delivery and

performance of this Agreement have been duly authorized by all necessary action on the part

of such Obligor, and this Agreement constitutes the legal, valid and binding obligation of

such Obligor, enforceable against such Obligor in accordance with its terms, subject only

to applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors’

rights generally and to general principles of equity; (iii) no Insolvency Proceeding has

been commenced by or, to such Obligor’s knowledge, against such Obligor, and such Obligor

has not taken any corporate, limited liability company or other organizational action in

contemplation of any Insolvency Proceeding; (iv) except as previously disclosed to MCI in

writing, no action, suit, arbitration, investigation or other proceeding is pending or, to

such Obligor’s knowledge, threatened against such Obligor or any of its assets that

could reasonably be expected to result in a Material Adverse Change; (v) all financial, operational

and other information delivered by or on behalf of any Obligor to MCI in connection with

the Loan Agreement, this Agreement, the Obligations, the Collateral or any request for forbearance

or accommodation from MCI is true, correct and complete in all material respects and does

not omit to state any material fact necessary to make such information, in light of the circumstances

in which it was furnished, not materially misleading; and (vi) except as expressly disclosed

in this Agreement or in writing to MCI prior to the Effective Date, there exists no fact,

event, condition or circumstance affecting any Obligor, the Obligations, the Collateral or

the enforceability of any Loan Document that has not been disclosed to MCI and that could

reasonably be expected to result in a Material Adverse Change.

6.2. Each

Obligor acknowledges and agrees that MCI is entering into this Agreement, and is agreeing

to the limited forbearance provided herein, in express reliance upon the representations

and warranties set forth in this Section. The representations and warranties contained in

this Section shall survive the execution and delivery of this Agreement and any investigation

by MCI or any of its representatives.

7. AFFIRMATIVE

AND NEGATIVE COVENANTS

7.1. Until

the Obligations have been indefeasibly paid in full, Borrower agrees that it shall not create,

incur, assume or permit to exist any lien on any Collateral without MCI’s prior written

consent, and shall not permit any financing statement or other filing to be made against

the Collateral other than in favor of MCI or as otherwise expressly permitted under the Loan

Agreement.

7.2. Borrower

further agrees that it shall not effect any change in its management, ownership or control

without prior written notice to MCI, and shall promptly provide such financial statements,

reports and other information as MCI may reasonably request. Borrower shall comply in all

respects with the Loan Agreement and all related control account arrangements.

8. REAFFIRMATION

OF GUARANTIES

8.1. Parent

Guarantor hereby absolutely and unconditionally reaffirms, ratifies and confirms all of its

obligations under the Parent Guaranty and agrees that such Parent Guaranty remains in full

force and effect and is not impaired, reduced or discharged in any respect by this Agreement

or any of the transactions contemplated hereby. Without limiting the foregoing, Parent Guarantor

acknowledges and agrees that the Parent Guaranty secures and applies to all Obligations,

including, without limitation, the Obligations as acknowledged, reaffirmed or otherwise referenced

in this Agreement. Parent Guarantor further consents to this Agreement and agrees that its

obligations under the Parent Guaranty are continuing, absolute and unconditional, and shall

not be affected, impaired or released by any forbearance, accommodation, amendment, waiver

or other action or inaction by MCI in connection with the Obligations, this Agreement or

any of the other Loan Documents, and Parent Guarantor hereby waives any defense based on

any such forbearance, accommodation, amendment or other action or inaction.

9. WAIVER

OF DEFENSES BY PARENT GUARANTOR AND MANAGEMENT GUARANTORS

9.1. Parent

Guarantor and each Management Guarantor hereby absolutely, unconditionally and irrevocably

waive any and all defenses, claims, counterclaims, offsets and rights of discharge of any

nature whatsoever that Parent Guarantor or such Management Guarantor may now or hereafter

have in connection with the enforcement of its obligations under this Agreement, the Parent

Guaranty or any of the other Loan Documents, including, without limitation, any defense arising

by reason of: (i) any modification, amendment, supplement, extension, renewal, compromise,

settlement, restructuring or restatement of the Loan Agreement, this Agreement, the Parent

Guaranty or any other Loan Document; (ii) any failure by MCI to give notice of any default

or Event of Default, presentment, demand, protest or notice of protest, notice of dishonor,

notice of acceptance, notice of intent to accelerate, notice of acceleration, or any other

notice or formal demand of any kind; (iii) any failure by MCI to proceed first against Borrower,

any other Obligor, any guarantor or any Collateral before proceeding against Parent Guarantor

or either Management Guarantor; (iv) any impairment, loss, release, substitution, exchange,

surrender, compromise or failure to perfect or continue the perfection of any Collateral

or any guaranty or other credit support; (v) any application, misapplication or reapplication

of payments, proceeds or recoveries by MCI in any manner; (vi) any invalidity, irregularity

or unenforceability, in whole or in part, of any Loan Document; or (vii) any other circumstance

that might otherwise constitute a legal or equitable defense available to a guarantor, surety

or accommodation party.

9.2. Parent

Guarantor and each Management Guarantor further acknowledge and agree that their respective

obligations under this Agreement are independent, continuing, absolute and unconditional,

and shall not be affected, impaired or released by any act or omission of MCI, whether or

not such act or omission might otherwise operate as a legal or equitable discharge of a guarantor

or surety. Parent Guarantor and each Management Guarantor expressly agree that MCI may enforce

its rights against any one or more of them without first seeking to enforce any rights against

Borrower, any other Obligor or any Collateral, and without first exhausting any other remedy

available to MCI.

10. MANAGEMENT

REPRESENTATIONS AND LIMITED GUARANTY

10.1. Each

Management Guarantor hereby represents and warrants, to such Management Guarantor’s

actual knowledge, as of the Effective Date and after reasonable inquiry, that:

a) no

information delivered by or on behalf of Borrower to MCI prior to or as of the Effective

Date in connection with the Loan Agreement, this Agreement or the Obligations contains any

material misstatement of fact or omits to state any material fact necessary to make such

information not materially misleading; and

b) such

Management Guarantor has no knowledge of any fraud, misrepresentation or material omission

in connection with the Loan Documents or the Obligations.

10.2. Each

Management Guarantor acknowledges and agrees that MCI is entering into this Agreement in

express reliance on the foregoing representations.

10.3. Each

Management Guarantor further agrees that, in the event of any breach of the foregoing representations,

such Management Guarantor shall be liable to MCI for all losses, damages, costs and expenses

(including attorneys’ fees) incurred by MCI as a result thereof. The obligations of

each Management Guarantor under this Section are independent and may be enforced directly

by MCI.

10.4 Notwithstanding

anything to the contrary contained in this Agreement, the Loan Agreement, the Parent Guaranty

or any other Loan Document, no Management Guarantor shall have any personal liability for

the payment or performance of the Obligations, and MCI hereby agrees that it shall not seek

to enforce the Obligations against any Management Guarantor in such Person’s individual

capacity; provided, however, that nothing herein shall limit or restrict the liability of

any Management Guarantor arising under this Section 10 with respect to breaches of the representations

and warranties expressly set forth herein.

11. EVENTS

OF DEFAULT; REMEDIES

11.1. The

occurrence of (i) any failure by Borrower or any other Obligor to comply with any provision

of this Agreement, or (ii) any Event of Default under the Loan Agreement or any other Loan

Document, shall constitute an immediate Event of Default hereunder. Upon the occurrence of

any such Event of Default, all Obligations shall, at MCI’s option, become immediately

due and payable, and MCI may exercise any and all rights and remedies available under the

Loan Agreement, the other Loan Documents and applicable law, without further notice or demand.

11.2. Notwithstanding

the foregoing, with respect to a monetary default arising solely from Borrower’s failure

to make a scheduled payment pursuant to Section 3.2, MCI shall provide Borrower with two

(2) Business Days’ written notice of such failure prior to exercising remedies solely

on account of such monetary default. Notice delivered by email to Borrower shall constitute

valid and sufficient written notice for purposes of this Section. For the avoidance of doubt,

this limited cure period shall not apply to any other Event of Default under this Agreement

or the Loan Agreement.

12. INDEMNIFICATION

AND EXPENSES

12.1. Borrower

hereby agrees to pay, reimburse, indemnify, defend and hold harmless MCI and its affiliates,

and each of their respective officers, directors, managers, employees, attorneys, advisors,

agents, representatives, successors and assigns (collectively, the “Indemnified Parties”),

from and against any and all losses, claims, damages, liabilities, penalties, judgments,

costs and expenses, including, without limitation, reasonable and documented attorneys’

fees and disbursements, incurred by any Indemnified Party in connection with or arising out

of: (i) the negotiation, preparation, execution, delivery, administration, enforcement or

performance of this Agreement; (ii) any workout, restructuring, collection effort, enforcement

action, litigation, dispute, motion, appeal, bankruptcy matter or other proceeding arising

out of or relating to the Obligations, the Collateral, this Agreement, the Loan Agreement

or any of the other Loan Documents; or (iii) any failure by Borrower or any other Obligor

to comply with any provision of this Agreement or any of the other Loan Documents.

12.2. All

amounts payable under this Section shall be payable by Borrower to MCI on demand, shall constitute

Obligations for all purposes under the Loan Agreement and this Agreement, shall be secured

by the Collateral to the fullest extent provided in the Loan Documents, and shall accrue

interest in accordance with the terms of the Loan Agreement from the date incurred or paid

by MCI until reimbursed in full by Borrower. The obligations of Borrower under this Section

shall survive the termination of this Agreement and the repayment of the Obligations.

12.3. Upon

the indefeasible payment in full of all Obligations, MCI shall promptly (and in any event

within five (5) Business Days) execute and deliver such documents and take such actions as

are reasonably necessary to release its liens and security interests in the Collateral and

terminate any related control agreements and financing statements, in each case to the extent

within MCI’s control.

13. RESERVATION

OF RIGHTS

13.1. MCI

hereby expressly reserves all of its rights and remedies under the Loan Agreement, the other

Loan Documents and applicable law. No delay or failure by MCI to exercise any right or remedy

shall constitute a waiver thereof, and no waiver shall be effective unless set forth in a

writing executed by MCI.

14. MISCELLANEOUS

14.1. This

Agreement shall be governed by and construed in accordance with the laws of the State of

New York, without giving effect to any conflicts of law principles that would require the

application of the laws of any other jurisdiction.

14.2. Each

Obligor hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding

arising out of or relating to this Agreement, the Loan Agreement, any other Loan Document

or the transactions contemplated hereby or thereby may be brought in the federal courts of

the United States of America located in Miami-Dade County, Florida, and, to the extent such

courts do not have jurisdiction, in the state courts of the State of Florida located in Miami-Dade

County, and each Obligor hereby irrevocably submits to the jurisdiction of such courts and

agrees that it will not assert, by way of motion or otherwise, any claim that it is not subject

to the jurisdiction of such courts, that the venue of any such proceeding is improper or

that any such proceeding is brought in an inconvenient forum. Notwithstanding the foregoing,

nothing herein shall limit the right of MCI to bring any action or proceeding against any

Obligor or its property in any other jurisdiction.

14.3. EACH

OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A

TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS

AGREEMENT, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

OR THEREBY, AND AGREES THAT ANY SUCH LITIGATION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE

A JURY.

14.4. This

Agreement constitutes the entire agreement among the parties with respect to the subject

matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,

whether oral or written, relating thereto; provided, however, that nothing contained herein

shall be deemed to amend, modify, waive or otherwise affect any provision of the Loan Agreement

or any other Loan Document, except as expressly set forth herein, and each of the Loan Documents

is hereby ratified and confirmed in all respects.

14.5. This

Agreement may not be amended, modified or supplemented except by a written instrument executed

by MCI. No waiver by MCI of any provision of this Agreement or any other Loan Document, or

of any Event of Default, shall be effective unless in writing and signed by MCI, and no such

waiver shall be deemed to be a waiver of any other or subsequent breach or default. No failure

or delay by MCI in exercising any right, power or remedy shall operate as a waiver thereof,

nor shall any single or partial exercise thereof preclude any other or further exercise thereof

or the exercise of any other right, power or remedy.

14.6. This

Agreement shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns; provided, however, that Borrower and the other Obligors

may not assign or transfer any of their rights or obligations hereunder without the prior

written consent of MCI, and any attempted assignment in violation of the foregoing shall

be null and void. MCI may assign, transfer or participate its rights and obligations under

this Agreement in accordance with the Loan Agreement without the consent of any Obligor.

14.7. If

any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect

under any applicable law, such invalidity, illegality or unenforceability shall not affect

any other provision of this Agreement, and this Agreement shall be construed as if such invalid,

illegal or unenforceable provision had never been contained herein, to the fullest extent

permitted by law.

14.8. This

Agreement may be executed in any number of counterparts, each of which shall be deemed an

original and all of which taken together shall constitute one and the same instrument. Delivery

of an executed counterpart of a signature page of this Agreement by electronic transmission

in portable document format (PDF), by electronic mail or by any other electronic means shall

be effective as delivery of a manually executed counterpart hereof.

14.9. The

obligations of the Obligors under this Agreement shall be joint and several, and each Obligor

acknowledges and agrees that MCI may proceed against any one or more Obligors without being

required to proceed against any other Obligor or to exhaust any remedy against Borrower,

any guarantor or any Collateral.

14.10. Time

is of the essence with respect to all obligations of Borrower and the other Obligors under

this Agreement.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

WITNESS WHEREOF, the parties hereto have executed this ACKNOWLEDGMENT OF INDEBTEDNESS, FORBEARANCE AND REPAYMENT AGREEMENT as of

the Effective Date first written above.

BORROWER:

PARENT GUARANTOR:

WELLGISTICS, LLC,

WELLGISTICS

HEALTH, INC.

a Florida limited liability company

(formerly DANAM HEALTH, INC.), a

Delaware corporation.

By:

WELLGISTICS HEALTH, INC.

a Delaware corporation.

By:

/s/ Prashant Patel

Its:

Sole Member

Name:

Prashant Patel

Title:

CEO

By:

/s/ Prashant Patel

Name:

Prashant Patel

MANAGEMENT GUARANTOR:

Title:

CEO

By:

/s/ Prashant Patel

MCI:

Name:

Prashant Patel

Title:

CEO

MARCO CAPITAL, INC.,

a Delaware corporation

MANAGEMENT GUARANTOR:

By:

/s/ Peter D. Spradling

By:

/s/ Eric Sherb

Name:

Peter D. Spradling

Name:

Eric Sherb

Title:

CEO

Title:

CFO

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Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 01, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 01, 2026

Entity File Number

001-42530

Entity Registrant Name

WELLGISTICS

HEALTH, INC.

Entity Central Index Key

0002030763

Entity Tax Identification Number

93-3264234

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3000

Bayport Drive

Entity Address, Address Line Two

Suite

950

Entity Address, City or Town

Tampa

Entity Address, State or Province

Entity Address, Postal Zip Code

33607

City Area Code

(844)

Local Phone Number

203-6092

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.0001 par value per share

Trading Symbol

WGRX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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