M&A - Wellgistics Health, Inc.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000164117225003835

Filing Summary: On April 8, 2025, Wellgistics Health, Inc. entered into a Merger Agreement with Wellpeek Merger Sub 1, Inc., Wellpeek Merger Sub 2, LLC, and Peek Healthcare Technologies, Inc. The agreement outlines that Merger Sub 1 will merge with Peek, forming a wholly owned subsidiary of Wellgistics, followed by a second merger where Peek merges with Merger Sub 2. This integrated plan aims for tax reorganization under U.S. federal law. The transaction includes the issuance of $2 million in cash and a $6 million promissory note to Peek's stockholders, alongside the conversion of Peek's common stock into Wellgistics' common stock at the effective time. The agreement has customary conditions including stockholder approvals and may involve significant financial commitments from Wellgistics. Additionally, on April 9, 2025, Wellgistics executed an equity purchase agreement allowing up to $50 million in shares to be purchased under certain conditions. The documentation around these significant financial moves also led to board changes and a director's resignation. An accompanying press release was issued on April 10, 2025, noting the execution of the merger agreement.

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Form Type: CORRESP

Filing Date: 2024-12-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224050512

Filing Summary: Wellgistics Health, Inc. submitted a Response to the SEC regarding comments received on Amendment No. 5 to their Registration Statement on Form S-1 filed on December 6, 2024. The Response outlines amendments addressing SEC comments, including disclosure of financial metrics related to earn-out shares and clarification on compensation for employees from Wellgistics, LLC post-acquisition. The Company responds that the acquisition does not tie compensation to future services of key employees, despite retaining them. The consideration consists of cash and potential earn-out payments distributed based on ownership. The document explains differing vesting criteria for restricted shares due to negotiation outcomes in the Membership Interest Purchase Agreement amendments. The Corporate Attorney, Kate Bechen, confirms ongoing communication with SEC representatives, underscoring their commitment to transparency.

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Form Type: CORRESP

Filing Date: 2024-12-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224049101

Filing Summary: Wellgistics Health, Inc. submitted a response letter to the SEC regarding the comments received from the Division of Corporation Finance on their Amendment No. 4 to the Registration Statement on Form S-1. This letter, dated December 6, 2024, outlines responses to the SEC's comments about the company's acquisition of Wellgistics LLC. The company is concurrently filing Amendment No. 5 to address these comments. The responses clarify adjustments made in the pro forma financial statements in relation to the acquisition, including detailed explanations of consideration components, contingent and non-contingent earn-out considerations, and clarifications regarding the roles of its directors and officers. The letter emphasizes the evaluations being conducted in accordance with the relevant accounting standards for combinations and compensations.

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Form Type: CORRESP

Filing Date: 2024-10-18

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224041642

Filing Summary: Wellgistics Health, Inc. (previously known as Danam Health, Inc.) submitted a response letter to the SEC regarding comments received from the staff on their Amendment No. 2 to Registration Statement on Form S-1. The correspondence includes revisions to pro forma financial data and the effects of a probable acquisition on the financial statements. The letter outlines specific amendments addressing prior comments, including the removal of certain pro forma amounts, updates to the Wellgistics Membership Interest Purchase Agreement, and affirmation of the accuracy of financial statements involving acquisitions. The updates encompass various financial disclosures required by SEC regulations, including the presentation of audited financials for acquired companies.

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