SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | Note 14. SUBSEQUENT EVENTS
Financing Activity
On April 1, 2026, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company issued promissory notes in an aggregate principal amount of up to $1,250,000 for aggregate gross proceeds of $1,000,000, reflecting a 20% original issue discount. The notes bear interest at 0% per annum, except upon the occurrence of an event of default, in which case interest accrues at 15% per annum. The notes mature on the earlier of twelve months from the date of issuance or the closing of a qualified financing transaction.
Reverse Stock Split Authorization
On April 2, 2026, the holders of a majority of the Company’s outstanding shares of common stock approved by written consent, in lieu of a special meeting, one or more amendments to the Company’s Certificate of Incorporation to authorize the Board of Directors to effect one or more reverse splits of the Company’s outstanding common stock at a ratio of not less than 1-for-25 and not more than 1-for-200, as determined by the Board of Directors in its sole discretion. The authorization is valid for a period of twelve months from the date of the written consent. The Board of Directors has not yet determined whether to effect a reverse stock split or, if so, the specific ratio to be applied. The reverse stock split, if effected, would become effective upon the filing of a Certificate of Amendment with the Office of the Secretary of State of the State of Delaware.
Silverback Capital Corporation
On April 3, 2026, the Company terminated its previously disclosed settlement agreement with Silverback Capital Corporation. Prior to termination, the Company had issued an aggregate of shares of common stock pursuant to the settlement agreement during the three months ended March 31, 2026. Subsequent to termination, on April 8, 2026 and April 10, 2026, the Company issued an aggregate of additional shares of its common stock to Silverback Capital Corporation at a settlement price of $ per share, for an aggregate settlement value of $636,736, representing share issuances in connection with the settlement arrangement.
On May 18, 2026, the Company and Silverback entered into an Agreement Rescinding Termination and Reinstating Settlement Agreement, pursuant to which the parties agreed to rescind and withdraw the April 3, 2026 termination letter, reinstate the Settlement Agreement in its entirety, and continue performance thereunder. The reinstatement acknowledges that certain creditor claims remain outstanding and shall continue to be processed pursuant to the terms of the Settlement Agreement. The administrative close-out process contemplated following the termination was not completed.
Collaboration Agreement
On April 13, 2026, the Company entered into a collaboration agreement with Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC related to the formation of a new limited liability company in which the Company is expected to hold a 51% ownership interest. As consideration in connection with the transaction, the Company agreed to issue $2.0 million of unregistered shares of its common stock, the number of which will be determined based on the market price of the Company’s common stock at the time of issuance.
Nasdaq Compliance
On April 13, 2026, the Company received a deficiency notice from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies on the Nasdaq Capital Market to maintain a minimum stockholders’ equity of $2.5 million. The notice does not result in the immediate delisting of the Company’s common stock. The Company intends to submit a plan of compliance within the timeframe specified by Nasdaq. There can be no assurance that Nasdaq will accept the Company’s compliance plan or that the Company will be able to regain compliance within any extension period that may be granted.
Forbearance Agreement
On May 1, 2026, Wellgistics, LLC entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement with Marco Capital, Inc. pursuant to which Marco Capital, Inc. agreed to forbear from exercising its rights and remedies with respect to approximately $1,770,000 of outstanding obligations owed by Wellgistics, LLC through June 15, 2026, subject to the terms and conditions of the agreement.
Definitive Proxy Statement
On May 4, 2026, the Company filed a definitive proxy statement with the SEC relating to a special meeting of stockholders. The matters to be considered at the special meeting include, among others, a proposed corporate name change to Vantix Health, Inc., the authorization of a class of preferred stock, and an increase in the number of shares reserved for issuance under the Company’s equity incentive plan.
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