{"url_path":"/sec/wgrx/8-k/2026-05-21/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/2030763/0001493152-26-024723-index.html","accession_number":"0001493152-26-024723","cik":"0002030763","ticker":"WGRX","issuer_name":"Wellgistics Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2030763/0001493152-26-024723-index.html","primary_entity_key":"0002030763","primary_entity_name":"Wellgistics Health, Inc."},"word_count":676,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nWellgistics\nHealth, Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding\nshares of common stock (“Common Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock\nSplit was duly approved on April 2, 2026 by the Board of Directors and by stockholders holding at least a majority of the issues and\noutstanding shares of our voting stock, each by written consent in lieu of a special meeting. On May 20, 2025, the Company filed with\nthe Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation\n(the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01\na.m., Eastern Time, on May 26, 2025, and the Company’s Common Stock will begin trading on the Nasdaq Stock Market on a split-adjusted\nbasis when the market opens on May 26, 2025.\n\n \n\n \n\n \n\n \n\n**Reasons\nfor the Reverse Stock Split**\n\n \n\nThe\nCompany is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per\nshare and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once\nthe Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide\nthe Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve\nthe desired effects or that, if achieved, such desired effects will be sustained.\n\n \n\n**Effects\nof the Reverse Stock Split**\n\n \n\n*Effective\nDate; Symbol*\n\n \n\nThe\nReverse Stock Split will become effective on May 26, 2025 (the “Effective Date”). The Common Stock will begin trading on\na split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “WGRX.”\n\n \n\n*Split\nAdjustment; Treatment of Fractional Shares*\n\n \n\nOn\nthe Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number\nof shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately\nprior to the Reverse Stock Split, divided by fifty (50). Any fractional share of Common Stock that would otherwise result from the Reverse\nStock Split will be rounded up to the nearest whole share.\n\n \n\n*Certificated\nand Non-Certificated Shares*\n\n \n\nEach\ncertificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the\nReverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate\nor book entry have been combined, subject to the treatment of fractional shares as described above.\n\n \n\nStockholders\nwho hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split\nwill automatically be reflected in their brokerage accounts.\n\n \n\n*Delaware\nState Filing*\n\n \n\nThe\nReverse Stock Split was effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State of\nthe State of Delaware. A copy of the form of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K\nand is incorporated herein by reference.\n\n \n\n*Capitalization*\n\n \n\nThe\nCompany is authorized to issue 500,000,000 shares of Common Stock. There will be no change to the number of authorized capital stock\nof the Company. The Reverse Stock Split will have no effect on the par value of the Common Stock.\n\n \n\nImmediately\nafter the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and\nproportional voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will\nresult from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected\nby the Reverse Stock Split."}