Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

WELLGISTICS HEALTH, INC.

Wellgistics Health, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify as of May 20, 2026:

FIRST: That, pursuant to a written consent of the Board of Directors of the Corporation adopted in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment (the “Amendment”) to the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate”).

SECOND: Article IV of the Certificate is hereby amended by adding the following new paragraph to effectuate the Reverse Stock Split (as defined below):

“Reverse Stock Split. Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Corporation, each fifty (50) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, plus any additional fraction of a share of Common Stock to round up to the next whole share.”

THIRD: That thereafter, pursuant to a written consent of the stockholders of the Corporation adopted in accordance with Section 228 of the General Corporation Law of the State of Delaware, the stockholders unanimously approved the amendment.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: That said amendment will have an Effective Time of 12:01 A.M., Eastern Time, on May 26, 2026.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on the date first set forth above.

Exhibit 10.1

FULLY BINDING TERM SHEET

May 20, 2026

This Fully Binding Term Sheet (this “Binding Term Sheet”) sets forth our current proposal with regard to the proposed combination (the “Transaction”) of Wellgistics Health, Inc., a reporting public company incorporated in Delaware (“WGRX”) that has entered into a definitive license agreement for the license of pharmaceutical distribution-related blockchain-enabled technology with Datavault AI, Inc. (“DVLT”), a public company that is the owner of intellectual property enabling data monetization, credentialing, digital engagement and tokenization of real-world assets, with healthcare utilization technology enablement being referred to as Datavault AI Health (“DVLH,” which excludes all intellectual property already licensed to Vivasor, Inc. and Scilex Holdings Company, as defined further below), EOS Technology Holdings, Inc. (“EOS”), a private company that owns intellectual property related to the biometric verification of delivery and/or use of pharmaceutical drugs originally developed under QOLPOM LLC for the development and deployment of drones to complete ‘last mile’ delivery of biopharmaceuticals from pharmacies to patients’ homes leveraging biometric data to ensure secure personalized delivery (“QLPM”) that is the owner of the first half of the QLPM intellectual property portfolio (“QLPMIP1”), Scilex Holding Company, a public holding company (“SCLX”) that is the owner of the second half of the QLPM intellectual property portfolio (“QLPMIP2”), HealthBridge Advisors LLC (“HBA”) that is the controlling shareholder of Tollo Health, LLC (d/b/a Health Lives Here, “HLH”) and Fortitude Advisors, LLC (“Fortitude”). WGRX, EOS, HBA, SCLX, DVLT and Fortitude are each sometimes referred herein as a “Party” and severally or collectively, as the “Parties.”

This Binding Term Sheet is an expression of intent and does not express the final agreement of the Parties. It is meant to be used as a guide for the Parties in preparing the definitive written agreement providing for consummation of the Transaction (the “Definitive Agreement”).

Notwithstanding the foregoing, the obligations of WGRX, EOS, SCLX and DVLT as set forth in the paragraphs below pertaining to “Immediate Capital,” “Fees and Expenses,” “Confidentiality,” “Governing Law,” “Counterparts”, “Exclusivity,” “Signing of this Binding Term Sheet and new Interim-CEO,” and “Access to Information,” are intended to be legally binding and enforceable obligations of WGRX, EOS, SCLX, DVLT and HBA.

[Signature Page on next page]

Accepted and Agreed to on the date set forth above:

Exhibit 10.2

AMENDMENT TO NOTE PURCHASE AGREEMENT

This Amendment No. 1 to Note Purchase Agreement this “Amendment” is entered into as of Apri l, 2026, by and between Wellgistics Health, Inc., a Delaware corporation the “Company”, and Robert Forster, the investor named on the signature page hereto the “Investor”.

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Note Purchase Agreement, dated as of April 1, 2026 the “Purchase Agreement”, pursuant to which the Company issued and sold to the Investor a promissory note in the original principal amount of $1,250,000.00 the “Original Note”;

WHEREAS, pursuant to the Purchase Agreement, the Original Note was issued for a cash purchase price of $1,000,000.00, reflecting a 20% original issue discount;

WHEREAS, the Company and the Investor desire to amend the Purchase Agreement to increase the aggregate purchase price payable to the Company by $200,000.00, from $1,000,000.00 to $1,200,000.00, and, after giving effect to the 20% original issue discount applicable to the Notes, to increase the aggregate principal amount of the Notes by $250,000.00, from $1,250,000.00 to $1,500,000.00;

WHEREAS, concurrently with the execution and delivery of this Amendment, the Company and the Investor are entering into an Amended and Restated Promissory Note in the principal amount of $1,500,000.00 the “Amended and Restated Note”, which amends, restates, supersedes and replaces the Original Note in its entirety; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment to Recitals.

The first recital of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, the Company is undertaking a private offering the “Offering” of up to $1,500,000 in aggregate principal amount the “Aggregate Principal Amount” of promissory notes in the form attached hereto as Exhibit A the “Notes”;”

2. Amendment to Definition of Aggregate Principal Amount.

Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“1.1. ‘Aggregate Principal Amount’ means the maximum total principal amount of Notes offered in the Offering, which is $1,500,000.”

3. Amendment to Definition of Aggregate Purchase Price.

Section 1.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“1.2. ‘Aggregate Purchase Price’ means the total purchase price payable by all investors for the Notes issued in the Offering, which is $1,200,000.”

4. Amendment to Transaction Documents.

Section 1.15 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“1.15. ‘Transaction Documents’ means collectively, this Agreement, the Notes, including the Amended and Restated Note, and any amendments, restatements, supplements or other modifications to any of the foregoing.”

5. Amendment to Investor Principal Amount and Purchase Price.

The Investor’s signature page to the Purchase Agreement is hereby amended to provide that the Investor’s Principal Amount is $1,500,000.00 and the Investor’s Purchase Price is $1,200,000.00.

For the avoidance of doubt, the parties acknowledge and agree that the Investor previously funded $1,000,000.00 to the Company in respect of the Original Note and, promptly following execution and delivery of this Amendment, shall fund an additional purchase price of $200,000.00 to the Company by wire transfer of immediately available funds in accordance with the Company’s wire instructions.

6. Amendment and Restatement of Exhibit A.

Exhibit A to the Purchase Agreement is hereby amended and restated in its entirety to be the form of Amended and Restated Promissory Note attached hereto as Exhibit A.

7. Issuance of Amended and Restated Note.

Upon execution and delivery of this Amendment and receipt by the Company of the additional purchase price of $200,000.00, the Company shall issue and deliver to the Investor the Amended and Restated Note in the principal amount of $1,500,000.00, reflecting an aggregate cash purchase price of $1,200,000.00 and a 20% original issue discount.

The Amended and Restated Note shall amend, restate, supersede and replace the Original Note in its entirety. The amendment and restatement of the Original Note shall not constitute a novation, repayment, reissuance or satisfaction of the indebtedness evidenced thereby, which indebtedness shall remain outstanding as amended and restated pursuant to the Amended and Restated Note.

8. Participation Right.

For the avoidance of doubt, the parties acknowledge and agree that the Participation Right set forth in Section 9.1 of the Purchase Agreement shall apply to the Investor based on the Investor’s Principal Amount of $1,500,000.00, as amended hereby, unless otherwise agreed by the Company and the Investor in writing.

9. Consent and Waiver.

The Investor hereby consents to the amendment of the Purchase Agreement and the Original Note as set forth herein and in the Amended and Restated Note. To the extent any consent, approval or waiver is required under Section 10.7 of the Purchase Agreement or Section 11 of the Original Note to give effect to this Amendment and the Amended and Restated Note, the Investor hereby provides such consent, approval and waiver.

10. Reaffirmation of Representations and Warranties.

Each of the Company and the Investor hereby reaffirms, as of the date hereof, the representations and warranties made by such party in the Purchase Agreement, except to the extent such representations and warranties expressly speak as of a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date.

11. No Default.

The Company represents that, immediately before and immediately after giving effect to this Amendment and the issuance of the Amended and Restated Note, no Event of Default has occurred and is continuing under the Original Note, the Amended and Restated Note or the Purchase Agreement.

12. Ratification.

Except as expressly amended by this Amendment, the Purchase Agreement shall remain unchanged and in full force and effect. The parties hereby ratify and confirm the Purchase Agreement, as amended hereby.

13. References.

From and after the date hereof, each reference in the Purchase Agreement to the “Agreement” shall mean the Purchase Agreement as amended by this Amendment, and each reference to the “Note” or “Notes” shall include the Amended and Restated Note.

14. Governing Law.

This Amendment shall be construed and governed by the laws of the State of Delaware, without giving effect to its conflicts of law principles.

15. Counterparts; Electronic Signatures.

This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. Counterparts may be delivered via email, PDF, DocuSign or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

[Signature page follows.]

IN WITNESS WHEREOF

the parties hereto have executed this Amendment to Note Purchase Agreement as of the date first written above.

EXHIBIT A

FORM OF AMENDED AND RESTATED PROMISSORY NOTE

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE “ACT”, OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

Amount: $1,500,000.00

Original Issuance Date: April 1, 2026

Amendment and Restatement Date: [●], 2026

For value received, Wellgistics Health, Inc., a Delaware corporation the “Company”, promises to pay to Robert Forster or his successors or assigns “Holder” the principal sum of US $1,500,000.00, with simple interest on the outstanding principal amount at the rate of zero percent 0% per annum. Interest will commence on the Original Issuance Date and will continue on the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein.

This Amended and Restated Promissory Note this “Note” amends, restates, supersedes and replaces in its entirety that certain Promissory Note issued by the Company to Holder as of April 1, 2026 in the original principal amount of $1,250,000.00 the “Original Note”. This Note reflects an increase in the principal amount of the Original Note by $250,000.00, from $1,250,000.00 to $1,500,000.00, in consideration of an additional cash purchase price of $200,000.00 funded by Holder to the Company. This Note does not constitute a novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the Original Note, which indebtedness remains outstanding as amended and restated hereby.

All principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable on the earlier of (a) April 1, 2027, or (b) the date of closing of a Qualified Financing, as defined herein the “Maturity Date”. Interest will be computed on the basis of a 365-day year.

This Note is being issued as a series of promissory notes collectively, the “Notes”, and such other promissory notes, the “Other Notes” under that certain Note Purchase Agreement dated as of April 1, 2026, as amended by that certain Amendment to Note Purchase Agreement dated as of [     ], 2026, and as may be further amended, restated, supplemented or otherwise modified from time to time the “Purchase Agreement”.

1. Cash Purchase Price.

This Note is being purchased for an aggregate cash purchase price of $1,200,000, reflecting a 20% original issue discount, of which $1,000,000.00 was funded in connection with the issuance of the Original Note and $200,000.00 is being funded in connection with the issuance of this Note.

2. Definitions.

(a) “Common Stock” means the Company’s common stock, par value $0.0001 per share.

(b) “Note Balance” means at any particular time the then outstanding principal balance and any accrued but unpaid interest on this Note.

(c) “Securities Act” means the Securities Act of 1933, as amended.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

3. Prepayment; Financing Repayment; Application of Payments.

(a) Optional Prepayment. The Company may, at its option, upon not less than five 5 Trading Days’ prior written notice to the Holder, prepay all or any portion of the outstanding Note Balance; provided that any such prepayment shall be made at a price equal to 110% of the portion of the Note Balance being prepaid the “Prepayment Amount”. Any such prepayment shall be applied first to accrued and unpaid interest, if any, and then to principal. Upon payment in full of the Note Balance, including the applicable Prepayment Amount, this Note shall be surrendered to the Company for cancellation.

(b) Financing Proceeds. Subject to the provisions of this Section, in the event the Company consummates any equity or equity-linked financing each, a “Qualified Financing”, the Company shall apply a portion of the net proceeds after payment of placement agent fees and reasonable transaction expenses received by the Company from such Qualified Financing toward repayment of the outstanding Note Balance, on a pro rata basis among the holders of all outstanding Notes.

The Company shall apply (i) 50% of such net proceeds from each Qualified Financing until the Company has received aggregate gross proceeds of $5,000,000 from one or more Qualified Financings the “Threshold Amount”, and (ii) 100% of such net proceeds from any Qualified Financing or portion thereof to the extent that aggregate gross proceeds from all Qualified Financings exceed the Threshold Amount.

For the avoidance of doubt, if a Qualified Financing causes the aggregate gross proceeds from all Qualified Financings to exceed the Threshold Amount, then 50% of the portion of such financing up to the Threshold Amount and 100% of the portion in excess of the Threshold Amount shall be applied toward repayment of the outstanding Note Balance.

Notwithstanding the foregoing, no repayment shall be required from the proceeds of (i) any at-the-market offering program, (ii) issuances under any equity incentive plan approved by the Board of Directors, (iii) any equity line of credit or similar committed equity facility, (iv) any Strategic Financing as defined in the Purchase Agreement, or (v) any issuance of securities as consideration in a bona fide acquisition, merger or other strategic commercial transaction.

All repayments made pursuant to this Section shall be applied first to accrued and unpaid interest, if any, and thereafter to the outstanding Note Balance.

4. Reserved.

5. Events of Default.

5.1 Events of Default.

“Event of Default”, wherever used herein, means any one of the following events whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body:

(i) any default in the payment of the principal of this Note or any other amount due hereunder, as and when the same shall become due and payable;

(ii) the Company shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach shall not have been remedied within fifteen 15 calendar days after the date on which notice of such failure or breach shall have been delivered;

(iii) the Company or any of its subsidiaries shall commence, or there shall be commenced against the Company or any subsidiary, a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or any subsidiary, or there is commenced against the Company or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Company or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company or any subsidiary makes a general assignment for the benefit of creditors; or the Company or any subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary for the purpose of effecting any of the foregoing;

(iv) the Company or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued in excess of $500,000, or by which there may be or evidenced any indebtedness for borrowed money or money due under any long-term leasing or factoring arrangement of the Company or any subsidiary, whether such indebtedness now exists or shall hereafter be created, and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(v) the Company shall (a) be a party to any Change of Control Transaction as defined below, (b) agree to sell or dispose all or substantially all of its assets in one or more transactions whether or not such sale would constitute a Change of Control Transaction, (c) redeem or repurchase more than a de minimis number of shares of Common Stock or other equity securities of the Company, or (d) make any distribution or declare or pay any dividends in cash or other property, other than common stock to purchase, acquire, redeem, or retire any of the Company’s capital stock, of any class, whether now or hereafter outstanding;

“Change of Control Transaction” means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group” as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, of effective control whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise of in excess of 50% of the voting securities of the Company, (ii) a replacement at one time or over time of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof, (iii) the merger of the Company with or into another entity that is not wholly owned by the Company, consolidation or sale of 50% or more of the assets of the Company in one or a series of related transactions, or (iv) the execution by the Company of a binding agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii);

(vi) the Chief Executive Officer of the Company ceases to serve in such capacity and is not replaced within sixty 60 days by a successor reasonably acceptable to the Holder;

(vii) the Company shall be in breach of any covenant in the Purchase Agreement, or it becomes known that any representation or warranty of the Company in the Purchase Agreement was untrue or incorrect on the date made; or

(viii) the Common Stock is suspended from trading on Nasdaq for a period of ten 10 consecutive Trading Days other than due to general market conditions or is delisted from Nasdaq and not relisted on Nasdaq or another national securities exchange within fifteen 15 Trading Days thereafter.

5.2 Remedies.

If any Event of Default occurs, the full principal amount of this Note shall become, at the Holder’s election, immediately due and payable in cash. Commencing three 3 days after the occurrence of any Event of Default that results in the acceleration of this Note, the interest rate on this Note shall accrue at the rate of 15% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

The Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

6. Governing Law.

The terms of this Note are governed by and construed in accordance with the laws of the State of Delaware.

7. Time of Essence.

Time is of the essence with respect to all of the Company’s obligations and agreements under this Note.

8. Successors and Assigns.

This Note and all provisions, conditions, promises and covenants hereof are binding in accordance with the terms hereof upon the Company, its successors and assigns. The obligations of the Company set forth herein will not be assignable by the Company without Holder’s prior written consent.

9. Collection Expenses.

The Company further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the Holder in endeavoring to collect any amounts payable hereunder which are not paid when due.

10. Waiver.

The Company hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note.

11. Amendment.

This Note may be amended with the written consent of the holders of a majority of the outstanding indebtedness under the Notes and the Company, which consent will be binding upon the Holder hereof.

12. Entire Agreement.

This Note, together with the Purchase Agreement, contains the entire understanding of the Company and the Holder with respect to the subject matter hereof and expressly supersedes any and all prior agreements and understandings among them with respect to such subject matter, including the Original Note, which is amended, restated, superseded and replaced in its entirety by this Note. All pronouns contained herein, and any variations thereof, are deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

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IN WITNESS WHEREOF the Company and the Holder have caused this Amended and Restated Promissory Note to be executed and issued as a sealed instrument as of the Amendment and Restatement Date first written above.

Exhibit 10.3

AMENDED AND RESTATED PROMISSORY NOTE

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE “ACT”, OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

Amount: $1,500,000.00

Original Issuance Date: April 1, 2026

Amendment and Restatement Date: May 19, 2026

For value received, Wellgistics Health, Inc., a Delaware corporation the “Company”, promises to pay to Robert Forster or his successors or assigns “Holder” the principal sum of US $1,500,000.00, with simple interest on the outstanding principal amount at the rate of zero percent 0% per annum. Interest will commence on the Original Issuance Date and will continue on the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein.

This Amended and Restated Promissory Note this “Note” amends, restates, supersedes and replaces in its entirety that certain Promissory Note issued by the Company to Holder as of April 1, 2026 in the original principal amount of $1,250,000.00 the “Original Note”. This Note reflects an increase in the principal amount of the Original Note by $250,000.00, from $1,250,000.00 to $1,500,000.00, in consideration of an additional cash purchase price of $200,000.00 funded by Holder to the Company. This Note does not constitute a novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the Original Note, which indebtedness remains outstanding as amended and restated hereby.

All principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable on the earlier of (a) April 1, 2027, or (b) the date of closing of a Qualified Financing, as defined herein the “Maturity Date”. Interest will be computed on the basis of a 365-day year.

This Note is being issued as a series of promissory notes collectively, the “Notes”, and such other promissory notes, the “Other Notes” under that certain Note Purchase Agreement dated as of April 1, 2026, as amended by that certain Amendment to Note Purchase Agreement dated as of May 19, 2026, and as may be further amended, restated, supplemented or otherwise modified from time to time the “Purchase Agreement”.

1. Cash Purchase Price.

This Note is being purchased for an aggregate cash purchase price of $1,200,000, reflecting a 20% original issue discount, of which $1,000,000.00 was funded in connection with the issuance of the Original Note and $200,000.00 is being funded in connection with the issuance of this Note.

2. Definitions.

(a) “Common Stock” means the Company’s common stock, par value $0.0001 per share.

(b) “Note Balance” means at any particular time the then outstanding principal balance and any accrued but unpaid interest on this Note.

(c) “Securities Act” means the Securities Act of 1933, as amended.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

3. Prepayment; Financing Repayment; Application of Payments.

(a) Optional Prepayment. The Company may, at its option, upon not less than five 5 Trading Days’ prior written notice to the Holder, prepay all or any portion of the outstanding Note Balance; provided that any such prepayment shall be made at a price equal to 110% of the portion of the Note Balance being prepaid the “Prepayment Amount”. Any such prepayment shall be applied first to accrued and unpaid interest, if any, and then to principal. Upon payment in full of the Note Balance, including the applicable Prepayment Amount, this Note shall be surrendered to the Company for cancellation.

(b) Financing Proceeds. Subject to the provisions of this Section, in the event the Company consummates any equity or equity-linked financing each, a “Qualified Financing”, the Company shall apply a portion of the net proceeds after payment of placement agent fees and reasonable transaction expenses received by the Company from such Qualified Financing toward repayment of the outstanding Note Balance, on a pro rata basis among the holders of all outstanding Notes.

The Company shall apply (i) 50% of such net proceeds from each Qualified Financing until the Company has received aggregate gross proceeds of $5,000,000 from one or more Qualified Financings the “Threshold Amount”, and (ii) 100% of such net proceeds from any Qualified Financing or portion thereof to the extent that aggregate gross proceeds from all Qualified Financings exceed the Threshold Amount.

For the avoidance of doubt, if a Qualified Financing causes the aggregate gross proceeds from all Qualified Financings to exceed the Threshold Amount, then 50% of the portion of such financing up to the Threshold Amount and 100% of the portion in excess of the Threshold Amount shall be applied toward repayment of the outstanding Note Balance.

Notwithstanding the foregoing, no repayment shall be required from the proceeds of (i) any at-the-market offering program, (ii) issuances under any equity incentive plan approved by the Board of Directors, (iii) any equity line of credit or similar committed equity facility, (iv) any Strategic Financing as defined in the Purchase Agreement, or (v) any issuance of securities as consideration in a bona fide acquisition, merger or other strategic commercial transaction.

All repayments made pursuant to this Section shall be applied first to accrued and unpaid interest, if any, and thereafter to the outstanding Note Balance.

4. Reserved.

5. Events of Default.

5.1 Events of Default.

“Event of Default”, wherever used herein, means any one of the following events whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body:

(i) any default in the payment of the principal of this Note or any other amount due hereunder, as and when the same shall become due and payable;

(ii) the Company shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach shall not have been remedied within fifteen 15 calendar days after the date on which notice of such failure or breach shall have been delivered;

(iii) the Company or any of its subsidiaries shall commence, or there shall be commenced against the Company or any subsidiary, a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or any subsidiary, or there is commenced against the Company or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Company or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company or any subsidiary makes a general assignment for the benefit of creditors; or the Company or any subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary for the purpose of effecting any of the foregoing;

(iv) the Company or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued in excess of $500,000, or by which there may be or evidenced any indebtedness for borrowed money or money due under any long-term leasing or factoring arrangement of the Company or any subsidiary, whether such indebtedness now exists or shall hereafter be created, and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(v) the Company shall (a) be a party to any Change of Control Transaction as defined below, (b) agree to sell or dispose all or substantially all of its assets in one or more transactions whether or not such sale would constitute a Change of Control Transaction, (c) redeem or repurchase more than a de minimis number of shares of Common Stock or other equity securities of the Company, or (d) make any distribution or declare or pay any dividends in cash or other property, other than common stock to purchase, acquire, redeem, or retire any of the Company’s capital stock, of any class, whether now or hereafter outstanding;

“Change of Control Transaction” means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group” as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, of effective control whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise of in excess of 50% of the voting securities of the Company, (ii) a replacement at one time or over time of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof, (iii) the merger of the Company with or into another entity that is not wholly owned by the Company, consolidation or sale of 50% or more of the assets of the Company in one or a series of related transactions, or (iv) the execution by the Company of a binding agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii);

(vi) the Chief Executive Officer of the Company ceases to serve in such capacity and is not replaced within sixty 60 days by a successor reasonably acceptable to the Holder;

(vii) the Company shall be in breach of any covenant in the Purchase Agreement, or it becomes known that any representation or warranty of the Company in the Purchase Agreement was untrue or incorrect on the date made; or

(viii) the Common Stock is suspended from trading on Nasdaq for a period of ten 10 consecutive Trading Days other than due to general market conditions or is delisted from Nasdaq and not relisted on Nasdaq or another national securities exchange within fifteen 15 Trading Days thereafter.

5.2 Remedies.

If any Event of Default occurs, the full principal amount of this Note shall become, at the Holder’s election, immediately due and payable in cash. Commencing three 3 days after the occurrence of any Event of Default that results in the acceleration of this Note, the interest rate on this Note shall accrue at the rate of 15% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

The Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

6. Governing Law.

The terms of this Note are governed by and construed in accordance with the laws of the State of Delaware.

7. Time of Essence.

Time is of the essence with respect to all of the Company’s obligations and agreements under this Note.

8. Successors and Assigns.

This Note and all provisions, conditions, promises and covenants hereof are binding in accordance with the terms hereof upon the Company, its successors and assigns. The obligations of the Company set forth herein will not be assignable by the Company without Holder’s prior written consent.

9. Collection Expenses.

The Company further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the Holder in endeavoring to collect any amounts payable hereunder which are not paid when due.

10. Waiver.

The Company hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note.

11. Amendment.

This Note may be amended with the written consent of the holders of a majority of the outstanding indebtedness under the Notes and the Company, which consent will be binding upon the Holder hereof.

12. Entire Agreement.

This Note, together with the Purchase Agreement, contains the entire understanding of the Company and the Holder with respect to the subject matter hereof and expressly supersedes any and all prior agreements and understandings among them with respect to such subject matter, including the Original Note, which is amended, restated, superseded and replaced in its entirety by this Note. All pronouns contained herein, and any variations thereof, are deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Company and the Holder have caused this Amended and Restated Promissory Note to be executed and issued as a sealed instrument as of the Amendment and Restatement Date first written above.

WELLGISTICS HEALTH, INC.

HOLDER:

ROBERT FORSTER

Exhibit 99.1

Wellgistics Health Announces Reverse Stock Split

TAMPA, FL – May 20, 2026 (Newswire.com) – Wellgistics Health, Inc. (NASDAQ: WGRX) (“Wellgistics” or the “Company”), a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence (AI) platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™, today that its board of directors approved the Company’s 1-for-50 reverse stock split (the “Reverse Split”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) . The Reverse Split was approved by a majority of the stockholders of the Company on April 2, 2026. Post-split, the common stock security will trade under a new CUSIP number.

The Reverse Split will legally take effect at 12:01 a.m. Eastern Time, on May 26, 2026. The Reverse Split is intended to increase the per share trading price of the Common Stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

The 1-for-50 Reverse Split will automatically convert every 50 current shares of the Company’s Common Stock into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Any fractional share of Common Stock that would otherwise result from the Reverse Split will be rounded up to the nearest whole share.

The Reverse Split will reduce the number of shares of outstanding Common Stock from approximately 125,671,251 to approximately 2,513,425 shares of Common Stock. The total authorized number of shares will not be reduced. Proportional adjustments will also be made to the exercise and conversion prices of the Company’s outstanding stock options, warrants, and convertible securities, and to the number of shares issued and issuable under the Company’s stock incentive plans.

Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split.

Additional information regarding the Reverse Split is available in the Company’s definitive information statement originally filed with the U.S. Securities and Exchange Commission (SEC) on April 3, 2026.

About Wellgistics Health, Inc.

Wellgistics Health (NASDAQ:WGRX) is a health information technology leader integrating its proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx™ into its blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispensing journey. Its integrated platform connects more than 6,500 pharmacies and 200+ manufacturers, offering wholesale distribution, digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility verification, onboarding, adherence support, prior authorization, and cash-pay fulfillment designed to improve patient access and transparency across the prescription ecosystem.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. Forward-looking statements include, without limitation, statements regarding the proposed acquisition of WellCare Today, LLC; the anticipated structure, valuation, consideration, preferred-stock terms and potential timing of any transaction; the Company’s ability to complete due diligence, negotiate and enter into definitive agreements, obtain board approvals, secure financing, satisfy closing conditions and complete the proposed transaction; the potential integration of WellCare Today’s platform, technology, personnel, programs and workflows with the Company’s MSO, pharmacy network, provider and healthcare technology initiatives; the potential use of HealthAssist® and connected wearable technologies in RPM, RTM, CCM, medication adherence, patient engagement and care-coordination programs; the potential participation of pharmacies, providers, patients and payors; the potential availability of reimbursement for RPM, RTM, CCM or related services; the potential creation of revenue opportunities; and the Company’s growth strategy, business plans and future performance.

Forward-looking statements may be identified by words such as “may,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “project,” “estimate,” “potential,” “opportunity,” “target,” “forecast,” “continue,” “will” and similar expressions. These statements are based on current expectations, assumptions and estimates and are subject to risks and uncertainties, many of which are beyond the Company’s control. Important factors that could cause actual results to differ materially include, but are not limited to: the risk that the parties do not enter into definitive agreements; the risk that the letter of intent is terminated or does not result in a completed transaction; the risk that the proposed valuation, consideration, preferred-stock terms or other transaction terms change materially; the risk that required financing, board approvals, third-party approvals or regulatory approvals are not obtained on acceptable terms or at all; the risk that Nasdaq shareholder approval or other Nasdaq requirements may apply depending on the final transaction terms; the risk that acquired technologies, programs or operations are not successfully integrated; the risk that anticipated benefits, synergies, provider adoption, pharmacy participation, patient engagement, reimbursement or revenue opportunities are not realized; risks associated with healthcare regulation, Medicare and payor requirements, fraud and abuse laws, privacy and data-security requirements, professional practice rules, device performance, third-party technology dependencies and changes in reimbursement policy; and other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.

Wellgistics Media & Investor Contact

Media: [email protected]

Investor Relations: [email protected]

SOURCE: Wellgistics Health, Inc.

Exhibit 99.2

Wellgistics Health and Datavault AI to Form DelivMeds AI via PharmacyChain™ License Expansion and Acquisitions of QOLPOM Biometric Health Data and Drone Logistics IP and Majority of Tollo Health
 

Formation of DelivMeds AI, Inc. (ticker reserved: NASDAQ:MEDS), with an expected approximate combined asset value of $4 billion, is subject to an independent fairness opinion.

PHILADELPHIA, Pa.—(BUSINESS WIRE)—May 20, 2026— Datavault AI Inc. (“Datavault AI” or the “Company”) (NASDAQ:DVLT), a provider of data monetization, credentialing, digital engagement, and real-world asset (‘RWA’) tokenization technologies, today entered into a fully binding term sheet (the “Binding Term Sheet”) with Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ:WGRX), a health information technology leader, integrating proprietary pharmacy dispensing optimization artificial intelligence (AI) platform EinsteinRx™ into its patented blockchain-enabled smart contracts platform PharmacyChain™, to build Wellgistics into DelivMeds AI, a healthcare company that will focus on improving data driven outcomes following the completion of three concurrent transactions: 1) the expansion of Datavault AI’s previously disclosed PharmacyChain™ license (“License”) to include Healthcare-as-a-Service (“HaaS”)-related intellectual property; 2) the acquisition of the QOLPOM intellectual property from EOS Technology Holdings, Inc. (EOS Holdings) and Scilex Holding Company (“Scilex”) (NASDAQ:SCLX) that enables wearables-driven biometric confirmation of pharmacodynamic drug effect and biometric confirmation named-patient to receive home drug delivery; and 3) the acquisition of a controlling stake in Tollo Health, LLC which manufactures unique medical foods and dietary supplements for GLP-1 muscle loss, acute viral infections and chronic viral infection syndromes, proprietary consumer engagement technology, and proprietary marketing channels. Gerald Commissiong has concurrently been appointed Interim Co-CEO of Wellgistics. Together, the three transactions forming DelivMeds carry an expected approximate combined asset value of $4 billion, subject to an independent fairness opinion.

“There is a tremendous opportunity to transition this highly valuable portfolio of assets into a robust business centered on quantifying and improving patient outcomes using DelivMeds’ unique access to a proprietary healthcare data stack,” said Gerald Commissiong, Interim Co-CEO of Wellgistics Health. “By combining proprietary pharmaceutical-adjunct nutraceutical solutions with AI-personalized behavioral health technology into patient engagement workflows, we have a unique approach to drive digital health adoption and improve compliance.”

DelivMeds AI will bring national pharmacy scale to “Health Lives Here”, the consumer health program that was featured by NFL Alumni Health (NFL-AH) and Tollo Health during NFL Draft Week in Pittsburgh in April 2026. Health Lives Here’s national rollout through the Wellgistics Pharmacy Network will pilot in North Carolina beginning in July 2026, leading up to the formal launch as part of 2026 Pro Football Hall of Fame Game NFL-AH activities in August.

“DelivMeds AI brings together the infrastructure we have been building - blockchain-enabled pharmacy delivery, AI-driven logistics, and biometric verification - into a single direct-to-consumer platform that serves patients where they live. This is data infrastructure meeting real-world healthcare delivery at scale,” said Nathaniel T. Bradley, CEO of Datavault AI.

Expansion of PharmacyChain™ license to include Healthcare-as-a-Service (HaaS)

The pharmacy infrastructure of DelivMeds AI is anchored by the PharmacyChain™ License, expanded to include Healthcare-as-a-Service (HaaS)-related intellectual property, giving the platform reach across the complete prescription drug dispensing process through Wellgistics Pharmacy Network’s more than 6,500 pharmacies and 200+ manufacturers. Wellgistics’ proprietary EinsteinRx™ AI handles eligibility verification, onboarding, adherence support, prior authorization, and cash-pay fulfillment at scale, while PharmacyChain™ provides the underlying blockchain-enabled smart contracts infrastructure. According to SNS Insider, the U.S. blockchain in healthcare market was valued at $7.13 billion in 2023 and is projected to reach $595.31 billion by 2032, at a compounded annual growth rate (CAGR) of 63.5%. See Datavault AI’s November 25, 2025 PharmacyChain™ license announcement.

Quality of Life Peace of Mind (QOLPOM™) Intellectual Property Acquisition

The QOLPOM patent portfolio acquired from EOS Technology Holdings, Inc. and Scilex Holding Company (NASDAQ:SCLX) extends DelivMeds AI’s reach beyond the pharmacy counter. The IP combines wearables-enabled biometric pharmacodynamic drug effect confirmation and biometric confirmation for named-patient delivery by Data Driven Drones™ delivering medical supplies, diagnostic sample collection kits and biopharmaceutical drugs that will substantially improve last-mile fulfillment and sample collection in rural America and other underserved markets. The QOLPOM technology’s contactless identity confirmation addresses a compliance and fraud-prevention gap critical to pharmaceutical distribution. According to Market Research Future, the global drone-enabled medical supplies pickup and delivery market was valued at $430 million in 2023 and is projected to reach $2.49 billion by 2032, at a CAGR of 21.20%.

Acquisition of controlling interest in Tollo Health

The clinical layer of DelivMeds AI is built through the acquisition of a controlling stake in Tollo Health, LLC. Tollo adds telemedicine and AI-enabled mental health coaching and regimen compliance management, along with a portfolio of proprietary medical foods and dietary supplements targeting three fast-growing indications: 1) Weight loss therapy-associated muscle loss, 2) Long COVID and 3) Acute viral infections. The NFL Alumni Health marketing partnership will connect DelivMeds AI directly to patients managing chronic pain, orthopedic injury, and muscle-loss side effects that accompany GLP-1 agonist use and provides national brand reach tied to the “Health Lives Here” August launch. According to Grand View Research, the GLP-1 receptor agonist market is expected to grow from $66 billion in 2025 to $185 billion in 2033, at a CAGR of 12.4%, with skeletal muscle loss documented as a key side effect of GLP-1 therapies and a primary target indication for Tollo Health’s proprietary supplement portfolio.

The consummation of the transactions contemplated by the Binding Term Sheet remains subject to customary due diligence, a fairness opinion, execution of definitive agreements, board approvals, financing considerations, and other customary closing conditions.

About Datavault AI

Datavault AI™ (NASDAQ:DVLT) is leading the way in AI-driven data experiences, valuation, and monetization of assets in the Web 3.0 environment. The Company’s cloud-based platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences and Data Sciences divisions.

Datavault AI’s Acoustic Sciences division features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational spatial and multichannel wireless, high-definition sound transmission technologies with intellectual property covering audio timing, synchronization, and multi-channel interference cancellation. The Data Science division leverages the power of Web 3.0 and high-performance computing to provide solutions for experiential data perception, valuation, and secure monetization.

Datavault AI’s platform serves multiple industries, including high-performance computing software licensing for sports & entertainment, events & venues, biotech, education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® enables Digital Twins and the licensing of name, image, and likeness by securely attaching physical real-world objects to immutable metadata, fostering responsible AI with integrity. The Company’s technology suite is fully customizable and offers AI- and machine-learning-based automation, third-party integration, detailed analytics and data, marketing automation, and advertising monitoring.

The Company is headquartered in Philadelphia, PA. Learn more about Datavault AI at www.dvlt.ai.

About Wellgistics Health, Inc.

Wellgistics Health (NASDAQ:WGRX) is a health information technology leader integrating its proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx™ into its blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription drug dispensing journey. Its integrated platform connects more than 6,500 pharmacies and 200+ manufacturers, offering wholesale distribution, digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility verification, onboarding, adherence support, prior authorization, and cash-pay fulfillment designed to improve patient access and transparency across the prescription ecosystem.

About Tollo Health, LLC

Tollo Health, LLC is a medical foods and precision nutraceutical company seeking to bring to market proprietary formulations for the dietary management of GLP-1 treatment-related side effects and chronic viral conditions, including Long COVID. Tollo intends to bring to market a full suite of products that provide patients with prescription medication-enabling benefits in areas with approved drugs and functional relief in conditions for which there are no approved drugs, but mechanistic understanding of the disease is improving. By using tailored natural product formulation that deliver the cGMP-manufactured ingredients with the right formulation at the right dose, Tollo aims to fill a key gap in the delivery of prescription drugs that have side effects and chronic conditions for which there are no approved treatments. For more information, please visit Tollo’s website at www.tollohealth.com.

About Scilex Holding Company

Scilex is an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido^® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB^®, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba^®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults.

In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA” or “SP-102”), which is owned by Semnur Pharmaceuticals, Inc. (“Semnur”) (a majority owned subsidiary of Scilex) and is a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain and for which Scilex has recently completed a Phase 2 trial in acute low back pain. SP-103 has been granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia.

Scilex is headquartered in Palo Alto, California.

Forward-Looking Statements

This press release contains “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about Datavault AI Inc. (“Datavault AI,” the “Company,” “us,” “our,” or “we”) and our industry that involve risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words, such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements, including, but not limited to, statements regarding: the anticipated conversion of the Binding Term Sheet with Wellgistics Health, Inc. into definitive agreements; the planned expansion of the PharmacyChain™ license scope to cover all healthcare as a service (HaaS)-related intellectual property; the planned formation, launch, and commercial development of DelivMeds AI, Inc. and its proposed listing on NASDAQ under the ticker symbol MEDS; the anticipated acquisition of QOLPOM patents from EOS Technology Holdings, Inc. and Scilex Holding Company (NASDAQ:SCLX) and the expected contribution of biometric verification and AI drone-enabled medical delivery capabilities; the anticipated acquisition of a controlling stake in Tollo Health, LLC and the expected addition of telemedicine, mental health coaching, and proprietary medical food and dietary supplement products; the expected approximate combined asset value of $4 billion of DelivMeds AI; the planned national rollout of the “Health Lives Here” program through the DelivMeds AI pharmacy network beginning around the 2026 Pro Football Hall of Fame Game; and the expected operational, technical, and commercial outcomes of these transactions and Datavault AI’s commercial strategy, are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.

Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein.

Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties including, but not limited to, the following: risks that the Binding Term Sheet may not convert to definitive agreements due to the failure to complete required due diligence, obtain a satisfactory fairness opinion, receive board approvals, or secure necessary financing; risks that the independent fairness opinion with respect to the expected approximate asset value of $4 billion may not support such valuation or may result in material adjustments to the terms of the transactions; risks associated with the integration of acquired intellectual property, businesses, and technologies, including QOLPOM patents and Tollo Health; regulatory risks applicable to pharmaceutical distribution, AI drone-enabled medical delivery (including FAA and FDA oversight), and digital health applications; commercial risks associated with the launch and adoption of a new direct-to-consumer health application; risks that the QOLPOM patent acquisition or Tollo Health controlling-stake acquisition may not close on the anticipated terms or timeline; reimbursement and commercialization risks for pharmaceutical and medical supply delivery services; changes in market demand for Datavault AI’s services and products; changes in economic, market, or regulatory conditions; risks relating to evolving regulatory frameworks applicable to tokenized assets and blockchain-enabled healthcare commerce; risks associated with technological development and integration; and other risks and uncertainties as more fully described in Datavault AI’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that Datavault AI makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov, and could cause actual results to vary from expectations.

The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Datavault AI undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Datavault AI may not actually achieve the plans, intentions, or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking statements. Datavault AI’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments it may make.

Industry and Market Data

Within this press release, we reference information and statistics regarding the markets for healthcare blockchain technology, medical drone delivery, and GLP-1 receptor agonists. We have obtained this information from various independent third-party sources, including independent industry publications and reports by market research firms. Some data and other information contained in this press release are also based on management’s estimates and calculations, which are derived from our review and interpretation of internal surveys and independent sources. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking, and other similar industry data included in this press release, and estimates and beliefs based on that data, may not be reliable.

Trademarks, Trade Names, Service Marks, and Copyrights

We own or have rights to use various trademarks, tradenames, service marks, and copyrights, which are protected under applicable intellectual property laws. This press release also contains trademarks, tradenames, service marks, and copyrights of other companies, which are, to our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this press release may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks and copyrights. We do not intend our use or display of other parties’ trademarks, tradenames, service marks, or copyrights to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

Media Contact:

[email protected]

Investor Contact:

Edward Barger

VP, Investor Relations

[email protected] | [email protected]

Wellgistics Media Contact:

[email protected]

Wellgistics Investor Relations Contact:

[email protected]