8-K/A
Wellgistics Health, Inc. (WGRX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(AmendmentNo. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 24, 2025
WELLGISTICS
HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42530 | 93-3264234 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
3000Bayport Drive
Suite950
Tampa,FL 33607
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (844) 203-6092
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value per share | WGRX | The<br> Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ExplanatoryNote
This Current Report on Form 8-K/A (this “Amendment”) is being filed to correct a Current Report on Form 8-K filed by Wellgistics Health, Inc. on November 25, 2025, to amend and restate the press release attached as Exhibit 99.1 to properly reflect the press release released by the Company The sole purpose of this Amendment is to amend and restate the press release attached as Exhibit 99.1. No other changes have been made to the original report.
Item1.01. Entry into a Material Definitive Agreement.
On November 24, 2025, Wellgistics Health, Inc. (the “Company”), entered into a license agreement (the “LicenseAgreement”) with DataVault AI Inc. (“DataVault”) pursuant to which DataVault shall license certain intellectual property to the Company which the Company intends to use for purposes of developing manufacturer-to-patient blockchain-enabled smart contracts designed to optimize the Company’s proprietary technology and physical infrastructure for the prescription drug industry (“PharmacyChain™”). The term of the License Agreement shall last for the life of DataVault’s patents underlying the proprietary materials, unless earlier terminated by the parties.
In exchange for the license, the Company shall pay DataVault a non-refundable license fee equal to Two Million Five Hundred Thousand Dollars ($2,500,000.00) to be paid by December 31, 2025.
The Company will pay DataVault a royalty fee equal to thirteen percent (13%) on all net profit received by the Company from use of the license. The Company agrees to pay DataVault monthly for all royalties due for the previous calendar month’s payments processed by the Company. The minimum annual royalty shall be One Million Dollars ($1,000,000) for the calendar year 2028 and each calendar year thereafter; provided that provided that, for the calendar years 2028 and 2029, the Company shall only be required to meet such minimum annual royalty for such years if the Company achieves annual net profit from PharmacyChain™ of at least Two Million Dollars ($2,000,000) for the applicable calendar year.
The Company shall have the right to sublicense the licensed materials and the Company agrees to remit to DataVault ninety percent (90%) of all net revenue received from any sublicenses granted under the License Agreement. The Company agrees to pay DataVault quarterly for all amounts due in connection with any sublicenses granted; provided that such amounts shall be calculated based on net revenue from such sublicenses actually received by the Company from third parties in the applicable quarter.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item7.01 Regulation FD Disclosure.
On November 25, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1.
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 Securities and Exchange Commission (“SEC”), including an extensive discussion of these risks in the Company’s Registration Statement on Form S-1, declared effective by the SEC on September 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 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.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit No. | Description |
|---|---|
| 10.1 | License Agreement dated as of November 24, 2025 by and between Datavault AI Inc. and Wellgistics Health, Inc. |
| 99.1 | Press Release Dated November 25, 2025 |
| 104* | Cover<br> Page Interactive Data File (formatted as Inline XBRL) |
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.
| Date:<br> November 26, 2025 | WELLGISTICS HEALTH, INC. | |
|---|---|---|
| By: | /s/ Prashant Patel | |
| Prashant<br> Patel, President |
Exhibit10.1
Exhibit 99.1
DatavaultAI Licenses Patents Covering Digital Ledger-enabled Smart Contracts for Commercial Prescription Drug Distribution Industry to WellgisticsHealth
§ Exclusive licensing arrangement positions Wellgistics to become the Web 3.0 Health Information Data Transfer Leader in the $634billion Prescription Drug Industry[1]
§ Implementation of Wellgistics’ proprietary EinsteinRx AI hub anticipated to facilitate automated prescription fulfillmentoptimization for manufacturers, pharmacies, physicians, patients, and payers
§ Datavault’s enabling IP provides smart contracts barrier to entry in the $4.9 trillion US healthcare market[2]
§ Wellgistics PharmacyChain ‘Health Data Railroad’ is the culmination of its revolutionary, Web 3.0 integrated smartcontracts distribution infrastructure
§ PwC estimates $1 trillion opportunity to shift healthcare spending towards a digital-first, proactive, and personalized system[3]of care that minimizes administrative burden
Philadelphia,PA — November 25, 2025 – DataVault AI, Inc. (Nasdaq: DVLT) (“Datavault” or the “Company”), leading the way in AI data experience, valuation, and monetization**,** today announced it has exclusively licensed its proprietary smart contracts intellectual property to Wellgistics Health, Inc. for integration into its PharmacyChain™ smart contract and EinsteinRx™ initiatives.
Tampa, Florida-based Wellgistics Health (NASDAQ: WGRX) is a physical and technology pharmacy-enabling health IT company that specializes in optimizing the delivery of medications from manufacturers to patients. The objective of its PharmacyChain is to fully digitize the tracking of prescription drugs from script to fulfillment, inclusive of all electronic medical records, diagnostic, and health information needed to make healthcare decisions. This is designed to ensure the right drug gets to the right patient at the right time, with the right recommendations for safe and effective use.
With the recent completion of Wellgistics Health’s ‘EinsteinRx’ artificial intelligence-enabled hub that integrates all of its IT infrastructure with its physical infrastructure that includes over 6,500 independent pharmacies nationwide and its own in-house pharmacy (physical/online), Wellgistics is poised to be able to integrate PharmacyChain smart contracts to close the loop, which otherwise forces drug manufacturers to pay significant rebates to pharmacy benefits managers (PBMs) associated with national insurance companies.
For years, those rebates have been commonly cited by industry experts as a primary reason US prescription drug prices are amongst the highest in the world. By enabling payers with greater visibility, transparency, and efficiency, Wellgistics intends to revolutionize the pharmaceutical industry’s distribution and expects to attract employers, HMOs, and other payers to fulfill prescriptions through its pharmacy network.
“Licensing DataVault AI’s proprietary smart contracts intellectual property enables Wellgistics Health to integrate its EinsteinRx artificial intelligence hub platform into Web 3.0 systems to disrupt and revolutionize the $634 billion US prescription drug industry,” said Nathaniel Bradley, President & CEO of DataVault AI. “Web 3.0 smart contracts are the future of secure data transfer that allow for the automation of key functions to more quickly close loops that slow down the conduct of the business in the $4.9 trillion healthcare industry^2^. We’re thrilled about the prospect of significantly improving the cost and efficiency of prescription filling, reducing costs for payers while helping lower retail drug prices, improving patient outcomes, and providing better data to the manufacturer. Wellgistics’ PharmacyChain is a better way to achieve these important goals for the various stakeholders in the prescription drug and healthcare ecosystems.”
“Now that we have completed EinsteinRx, we are poised to put it on the PharmacyChain™ digitally-enabled smart contract platform and intend to become the US’ leading smart contract-enabled pharmaceutical distribution platform,” said Prashant Patel, RPh, President & Interim CEO of Wellgistics. “With defensible IP now backing our go-to-market strategy, we will accelerate our efforts to integrate EinsteinRx into our customers’ workflow. That strategy includes implementing the various steps to ensure the creation of an optimal digital protocol that we expect to become the standard in the commercial prescription drug distribution industry.”
“By minimizing or eliminating PBM rebates for pharmacies and manufacturers while reducing administrative burden for payers, Wellgistics intends to disrupt and revolutionize the path through which prescription drugs are dispensed in the United States,” Mr. Patel added. “Further, given our CTO Srini Kalla’s background at OptumRX, we possess all the ingredients necessary to develop new ways to reduce patients’ out-of-pocket costs by empowering them with the ability to monetize their data to manufacturers or other stakeholders within the healthcare system.”
^1^https://www.grandviewresearch.com/industry-analysis/us-pharmaceuticals-market-report
^2^ https://www.cms.gov/data-research/statistics-trends-and-reports/national-health-expenditure-data/nhe-fact-
sheet#:~:text=Historical%20NHE%2C%202023:,the%207.8%25%20growth%20in%202022.
^3^https://www.pwc.com/us/en/industries/health-industries/library/future-of-health.html
AboutDatavault AI Inc.
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 Science and Data Science Divisions. Datavault AI’s Acoustic Science Division features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational spatial and multichannel wireless HD sound transmission technologies with IP 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 cloud-based platform provides comprehensive solutions serving multiple industries, including HPC software licensing for sports & entertainment, events & venues, biotech, education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® (IDE) enables Digital Twins, licensing of name, image, and likeness (NIL) by securely attaching physical real-world objects to immutable metadata objects, fostering responsible AI with integrity. Datavault AI’s technology suite is completely customizable and offers AI and Machine Learning (ML) 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.
AboutWellgistics Health, Inc.
Wellgistics Health (NASDAQ: WGRX) is a physical and technology pharmacy-enabling health IT company that specializes in optimizing the delivery of medications from manufacturers to patients. Its integrated platform connects 6,500+ pharmacies and 200+ manufacturers, offering wholesale distribution, digital prescription routing, direct-to-patient delivery, and AI-powered hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment. Wellgistics provides end-to-end solutions designed to restore access, transparency, and trust in U.S. healthcare.
For more information, visit www.wellgisticshealth.com.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the parties’ plans to negotiate definitive agreements, potential implementation, adoption, performance, revenue sharing, and other anticipated benefits of the contemplated collaboration. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in DataVault AI, Inc.’s and Wellgistics Health, Inc.’s filings with the SEC. Forward-looking statements speak only as of the date hereof, and neither company undertakes any obligation to update them except as required by law. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, and there shall be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Media& Investor Contact
Media:
media@wellgisticshealth.com
Investor Relations:
IR@wellgisticshealth.com