MEDS 8-K
DataMeds AI, Inc. (MEDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Amendment to a Material Definitive Agreement.
As disclosed in the Annual Report on Form 10-K filed by Wellgistics Health, Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on March 25, 2025, the Company previously entered into that certain Membership Interest Purchase Agreement dated May 11, 2023, as amended, by and among the Company, Wellgistics LLC, Strategix Global LLC (“Strategix”), Nomad Capital LLC (“Nomad”), Jouska Holdings LLC (“Jouska” and together with Strategix and Nomad, the “Sellers”), and Brian Norton, as representative of the Sellers, governing the acquisition by the Company of Wellgistics, LLC (the “Wellgistics MIPA”). The acquisition was completed in August 2024.
On July 24, 2025, the Company and the Sellers further amended the Wellgistics MIPA (the “Eighth Amendment”) to modify the remaining payments owed by the Company to the Sellers as follows:
| ● | The remaining closing cash payment of $8,139,259.97 owed to the Sellers converted into 7,606,785 shares of the Company’s common stock, par value $0.0001 per share; and | |
| ● | The aggregate principal amount of $15 million owed by the Company in the form of promissory notes payable to the Sellers increased to $17.5 million, with $5 million of the principal amount being due on the first anniversary of the effective date of the promissory notes (the “Effective Date”), $5 million due on the second anniversary of the Effective Date, and the remaining $7.5 million due on the third anniversary of the Effective Date. The Company agreed to issue the promissory notes within 5 business days of receiving a schedule setting forth each Seller’s pro rata portion of the aggregate $17.5 million principal amount. The remaining terms of the promissory notes did not change. |
The Company previously agreed to issue 333,333 shares of the Company’s common stock (the “Converted Shares”) to Strategix in connection with the conversion by Strategix of a $1.5 million closing cash payment owed by the Company that was previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 18, 2025. Strategix is controlled by Brian Norton, the Company’s Chief Executive Officer.
Also in connection with the Eighth Amendment, the Company agreed to pay $12,000 by July 31, 2025, as reimbursement of certain fees incurred by the Sellers in connection with various amendments to the Wellgistics MIPA.
The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the Eighth Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 25, 2025, the Company issued a press release announcing the Eighth Amendment. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section 18. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing.
The press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in the press releases include forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements include, among others, statements regarding the Company’s projects, potential financial performance, and growth opportunities. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions are intended to identify certain of these forward-looking statements. These statements are based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in the Company’s filings with the SEC, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K filed on March 25, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 2.1 | Eighth Amendment to Membership Interest Purchase Agreement dated May 11, 2023, by and among Wellgistics Health, Inc. (f/k/a Danam Health, Inc.), Wellgistics, LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton as Seller Representative, as amended. | |
| 99.1 | Press Release by Wellgistics Health, Inc., dated July 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Wellgistics Health, Inc. | ||
| Dated: July 29, 2025 | By: | /s/ Mark DiSiena |
| Mark DiSiena | ||
| Chief Financial Officer | ||
Exhibit 2.1
Exhibit 99.1
Wellgistics Health Converts $8.1M Debt to Equity
TAMPA, FLORIDA / ACCESS Newswire / July 25, 2025 / Wellgistics Health, Inc. (NASDAQ:WGRX) (“Wellgistics Health” or the “Company”), a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment, today announced that its Board of Directors has approved an $8.1 million debt-to-equity conversion.
Led by CEO Brian Norton and former minority partners of Wellgistics, LLC, which was acquired by Wellgistics Health in 2024, the transaction strengthens the Company’s balance sheet by materially reducing the Company’s short-term debt.
The transaction is also expected to:
| ● | Accelerate the Company’s cash flow by unlocking more favorable terms and capital access; | |
| ● | Improve Wellgistics Health’s ability to acquire high-demand pharmaceutical products at competitive prices; | |
| ● | Expand the Company’s national footprint by growing its network of independent pharmacies; and | |
| ● | Strengthen the Company’s proprietary technology platform, including AI-powered hub services and digital prescription routing |
“This conversion will make a significant contribution in enabling us to accelerate our business plan and accomplish the goals we believe will help transform the prescription drug marketplace and drive long-term value for our shareholders,” said Wellgistics Health CFO Mark DiSiena.
“We look forward to sharing additional positive developments in the near future.”
About Wellgistics Health
Wellgistics Health (NASDAQ: WGRX) delivers medications from manufacturer to patient-faster, smarter, and more affordably. Its integrated platform connects 6,500+ independent pharmacies and 200+ U.S. manufacturers, offering wholesale distribution, digital script routing, and AI-driven hub services like eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment. As a PBM-agnostic alternative, Wellgistics Health delivers seamless, compliant, end-to-end solutions designed to restore access, transparency, and trust in U.S. healthcare.
Forward-Looking Statements
This press release may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When Wellgistics Health uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, Wellgistics Health’s statements regarding Wellgistics Health’s strategy and descriptions of its future operations, prospects, and plans. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from Wellgistics Health’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other risks detailed in our reports and statements filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in Wellgistics Health’s filings with the SEC, which are available for review at www.sec.gov.
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Scott Powell, President
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Email: [email protected]
SOURCE: Wellgistics Health, Inc.