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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 21, 2025
WELLGISTICS
HEALTH, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42530 |
|
93-3264234 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3000
Bayport Drive
Suite
950
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
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
Stock, $0.0001 par value per share |
|
WGRX |
|
The
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.
Item
7.01 Regulation FD Disclosure.
On
October 22, 2025, Wellgistics Health, Inc. (the “Registrant”) 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.
Item
8.01 Other Events
On
October 21, 2025, DataVault and Wellgistics entered into a non-binding letter of intent (the “LOI”) to pursue a potential
collaboration to integrate a manufacturer-to-patient blockchain-enabled smart contract solution, referred to as PharmaChain, into Wellgistics’
technology and physical infrastructure for the prescription drug industry. The contemplated collaboration is expected to focus on digitizing
prescription fulfillment workflows and related operations. The parties currently contemplate a revenue-sharing arrangement in connection
with any future commercialization; however, the economic and other material terms of any potential collaboration remain subject to negotiation.
The
LOI does not create any binding obligation on either party to consummate a transaction or to enter into any definitive agreements, and
there can be no assurance that the parties will negotiate and execute definitive agreements, that any contemplated collaboration will
be consummated, or that any revenues or other benefits will result. Any implementation of the contemplated solution would be subject
to, among other things, the negotiation and execution of definitive agreements and the satisfaction of customary conditions. The contemplated
solution does not involve the issuance of tokens or digital assets.
A
copy of the joint press release announcing the execution of the LOI is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This
Current Report on Form 8-K 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 from those expressed or implied by the forward-looking statements, including risks
related to the parties’ ability to negotiate and enter into definitive agreements on acceptable terms or at all; regulatory, privacy
and compliance considerations; technology development, integration and scalability; market adoption by manufacturers, pharmacies, payors
and other stakeholders; intellectual property matters; competitive developments; dependence on third parties; cybersecurity and data
integrity; cost, timing and funding requirements; and other risks described in each company’s filings with the Securities and Exchange
Commission. Forward-looking statements speak only as of the date of this report, and neither company undertakes any obligation to update
any forward-looking statements, except as required by law.
This
Current Report on Form 8-K 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release Dated October 22, 2025 |
| 104* |
|
Cover
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:
October 22, 2025 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
