Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 16, 2026, Wellgistics Health, Inc. (the "Company"), entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors (the "Investors") whereby the Company agreed to issue and sell to the Investors in a private offering up to $8,125,000 in aggregate principal amount (the "Aggregate Principal Amount") of secured convertible promissory notes (the "Notes") (the "Offering"). The aggregate purchase price payable by all Investors for the Notes is $6,500,000, reflecting a 20% original issue discount.

All principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable on (a) the six (6) month anniversary of the date of issuance of the Notes, or (b) the date of closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors (a "Qualified Financing"). The Notes shall accrue interest at a rate of 0% except in the event of an event of default, in which case, the default interest rate shall be 18% per annum.

If not sooner repaid, all outstanding amounts payable pursuant to each Note shall be convertible, at the election of the holder of such Note, into shares common stock of the Company equal to the number of shares calculated by dividing (X) the Note balance by (Y) $0.4057.

The Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative and restrictive covenants by the Company.

The Purchase Agreement includes standard representations, warranties, and conditions precedent for both parties. It further provides that, for the longer of (i) one year from date the Note is issued or (ii) so long as any Notes remain outstanding, if the Company proposes to offer and sell its securities, whether through an Equity Financing (as defined in the Purchase Agreement) or any other transaction (each, a "Future Offering"), the Investors have the right, but not the obligation, to participate in the Future Offering by purchasing securities in an amount up to 100% of their purchased Note principal. Additionally, the Company has agreed that while the Aggregate Principal Amount remains outstanding, the Company will not (i) incur, create, assume, guarantee, or otherwise become liable for any borrowed money or issue debt securities, and (ii) grant, create, incur, assume, or permit any new lien, pledge, mortgage, security interest, or other encumbrance on its assets or properties, whether currently owned or later acquired, except that it may encumber its Intellectual Property (as defined in the Purchase Agreement). All amounts payable by the Company pursuant to the Notes shall be fully guaranteed by a subsidiary of the Company pursuant to a Global Guaranty Agreement by and between such subsidiary and the creditor party thereto and shall be secured by the assets of the Company and its wholly-owned subsidiaries pursuant to (i) a Security Agreement by and among the Company, the wholly-owned subsidiaries, and the creditor party thereto (the "Security Agreement") and (ii) an Intellectual Property Security Agreement by and between the Company and the creditor party thereto (the "IP Security Agreement").