Wellgistics Health (NASDAQ: WGRX) outlines DelivMeds AI deal, $4B valuation target and reverse split
Rhea-AI Filing Summary
Wellgistics Health, Inc. entered into a fully binding letter of intent with Datavault AI, EOS, Scilex, HealthBridge Advisors and Fortitude Advisors for a multi‑step transaction that would contribute healthcare data, drone logistics and consumer health assets into the company. The parties target an approximate combined asset value of $4.0 billion, subject to an independent fairness opinion and numerous approvals and financing conditions.
The structure would use new preferred stock convertible into common shares so that these counterparties are expected to own about 89.6% of the common stock after conversion, with existing public stockholders retaining about 10.4%, subject to adjustment. Wellgistics also amended a note purchase agreement, increasing the investor’s cash funding to $1.2 million and the related note’s principal to $1.5 million. Separately, the board and stockholders approved a 1‑for‑50 reverse stock split, reducing outstanding shares from roughly 125.7 million to about 2.5 million to help regain Nasdaq minimum bid‑price compliance.
Positive
- None.
Negative
- Substantial dilution for existing stockholders: upon conversion of new Acquisition Preferred stock, transaction counterparties are expected to own about 89.6% of common shares, leaving current public holders with roughly 10.4%, subject to adjustment.
- Reverse stock split to address listing deficiency: a 1‑for‑50 reverse split will reduce outstanding common shares from approximately 125.7 million to about 2.5 million to help regain compliance with Nasdaq’s minimum bid‑price requirement.
Insights
Highly dilutive recapitalization and strategic roll‑up, with major execution and approval risks.
The binding term sheet would recapitalize Wellgistics around DelivMeds AI by issuing convertible preferred stock so new partners ultimately hold about 89.6% of common equity. Existing public holders would fall to roughly 10.4%, a transformative ownership shift contingent on definitive agreements, board and stockholder approvals, financing and a fairness opinion supporting the targeted $4.0 billion combined asset value.
Alongside, the company increased a promissory note to $1.5 million principal, adding $200,000 of cash funding under a 20% original‑issue discount, and implemented a 1‑for‑50 reverse stock split to address Nasdaq bid‑price rules by cutting outstanding shares from about 125.7 million to 2.5 million. These steps highlight reliance on external capital and corporate actions to stabilize listing status while pursuing an ambitious healthcare data and delivery platform strategy whose impact will depend on closing the transactions and integrating multiple assets.
8-K Event Classification
Key Figures
Key Terms
Fully Binding Letter of Intent regulatory
Acquisition Preferred financial
reverse stock split financial
original issue discount financial
Healthcare-as-a-Service (HaaS) technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On May 20, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Fully Binding Letter of Intent, dated May 20, 2026 (the “Term Sheet”), with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company / Scilex Holdings, Inc. (“SCLX”), Datavault AI, Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC (“Fortitude”). The Term Sheet sets forth the parties’ current proposal with respect to a proposed transaction involving the Company, certain intellectual property and related business assets of EOS and SCLX, an expansion of the Company’s existing license arrangement with Datavault, and the acquisition of a controlling interest in Tollo Health, LLC, d/b/a Health Lives Here, from HBA.
Pursuant to the Term Sheet, subject to the negotiation and execution of definitive agreements, the Company would acquire or exclusively license certain QOLPOM / QLPM-related intellectual property assets from EOS and SCLX, expand its existing PharmacyChain license with Datavault to include Datavault AI Health, and acquire a controlling interest in Health Lives Here. The LOI contemplates that the Company would issue shares of preferred stock, or “Acquisition Preferred,” to EOS, SCLX, Datavault, Fortitude and HBA, which would be convertible into shares of the Company’s common stock following satisfaction of specified conditions, including applicable stockholder approval or written consent and information statement procedures, satisfaction of agreed liability reduction thresholds, and achievement of specified business milestones.
The Term Sheet provides that, upon conversion of the Acquisition Preferred, EOS, SCLX, Datavault, Fortitude and HBA are expected to own, in the aggregate, approximately 89.6% of the Company’s common stock, with the Company’s post-closing / pre-conversion public common stockholders expected to retain approximately 10.4% of the Company’s common stock, in each case subject to adjustment and the terms of definitive agreements. The Term Sheet also contemplates a target concurrent minimum investment of $2.0 million from investors associated with Dawson James, the filing by the Company for an at-the-market funding facility within 14 days, the use of one or more liability reduction or financing transactions to address outstanding Company liabilities, and additional financing support in connection with the proposed transaction and conversion of the Acquisition Preferred.
The Term Sheet states that the parties expect the value of the combined parties to be $4.0 billion, as memorialized by a fairness opinion. Such valuation, and the proposed transaction generally, remain subject to due diligence, negotiation and execution of definitive agreements, receipt of a fairness opinion, approval by the Company’s board of directors, applicable stockholder approvals, financing availability, Nasdaq requirements, and other customary conditions. No assurance can be given that definitive agreements will be entered into, that any fairness opinion will support such valuation, that required financing or approvals will be obtained, that the Company will maintain its Nasdaq listing, or that the proposed transaction will be consummated on the terms described in the Term Sheet or at all.
The Term Sheet contemplates certain post-closing management and board changes, including the appointment of two new management team members and four board designees mutually agreed upon by the parties, as well as a potential corporate name change to DelivMeds AI, Inc., in each case subject to applicable approvals and the terms of definitive agreements.
Certain provisions of the Term Sheet are intended by the parties to be legally binding, including provisions relating to fees and expenses, confidentiality, governing law, counterparts, exclusivity, appointment of a new interim Co-Chief Executive Officer, and access to information. The Term Sheet otherwise is intended to serve as a guide for the parties in preparing definitive agreements and does not constitute the final agreement of the parties with respect to the proposed transaction. The Term Sheet also contains exclusivity provisions pursuant to which, subject to the terms and conditions set forth therein, the parties have agreed to negotiate exclusively with one another for a specified period.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Note
On May 19, 2026, Wellgistics Health, Inc. (the “Company”) entered into an Amendment No. 1 to Note Purchase Agreement (the “Amendment”) with Robert Forster (the “Investor”), which amended that certain Note Purchase Agreement, dated as of April 1, 2026, by and between the Company and the Investor. In connection with the Amendment, the Company issued to the Investor an Amended and Restated Promissory Note, dated May 19, 2026, in the principal amount of $1,500,000 (the “Amended Note”).
Pursuant to the Amendment, the Investor agreed to fund an additional $200,000 to the Company, increasing the aggregate cash purchase price paid by the Investor from $1,000,000 to $1,200,000. After giving effect to the 20% original issue discount applicable to the note, the aggregate principal amount of the note was increased from $1,250,000 to $1,500,000. The Amended Note amends, restates, supersedes and replaces the original promissory note issued by the Company to the Investor as of April 1, 2026, and the amendment and restatement does not constitute a novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the original note.
Except as amended by the Amendment and reflected in the Amended Note, the material terms of the Note Purchase Agreement and the note remain unchanged and in full force and effect. The foregoing descriptions of the Amendment and the Amended Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment and the Amended Note, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment and the Amended Note is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment and the Amended Note is incorporated herein by reference.
The Amended Note was issued in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Investor represented that it acquired the Amended Note for investment purposes and not with a view to distribution, and the Amended Note and any securities issuable thereunder have not been registered under the Securities Act or applicable state securities laws.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2026, in connection with the Term Sheet described in Item 1.01 of this Current Report on Form 8-K, the Board of Directors of Wellgistics Health, Inc. (the “Company”) appointed Gerald Commissiong as Interim Co-Chief Executive Officer of the Company, effective immediately. Mr. Commissiong will serve alongside the Company’s current President and Interim Co-Chief Executive Officer.
Mr. Commissiong has served as our Chief Business Officer since February 2026 and currently serves as Managing Partner of Fortitude Advisors, LLC and as Chief Executive Officer of Tollo Health, LLC, d/b/a Health Lives Here. Mr. Commissiong has extensive experience in healthcare, biotechnology, life sciences and strategic advisory services, including leadership positions involving public and private companies, business development, strategic partnerships and capital markets transactions. For more than 15 years, Mr. Commissiong has been a senior executive officer of publicly held, emerging growth healthcare companies. He served as the Chief Executive Officer and director of Todos Medical Ltd., an in vitro diagnostics company focused on the development of novel blood tests for the early detection
Mr. Commissiong’s appointment as Interim Co-Chief Executive Officer was made pursuant to the Binding Letter of Intent and is expected to be memorialized through an addendum to Fortitude Advisors LLC’s existing consulting agreement with the Company relating to consulting Chief Business Officer services. The material terms of any such addendum have not yet been finalized as of the date of this Current Report on Form 8-K.
Fortitude Advisors, LLC is a party to the Term Sheet described in Item 1.01 of this Current Report on Form 8-K and, pursuant to the contemplated transaction described therein, Fortitude Advisors, LLC is expected to receive Acquisition Preferred that would be convertible, subject to the terms and conditions of the definitive agreements, into shares representing approximately 5.0% of the Company’s common stock following conversion of such preferred stock. Mr. Commissiong’s relationship with Fortitude Advisors, LLC and HealthBridge Advisors, LLC, and their participation in the proposed transaction, constitute arrangements or understandings pursuant to which Mr. Commissiong was appointed as Interim Co-Chief Executive Officer of the Company.
There are no family relationships between Mr. Commissiong and any director or executive officer of the Company. Except as described above and in Item 1.01 of this Current Report on Form 8-K, there are no transactions involving Mr. Commissiong requiring disclosure under Item 404(a) of Regulation S-K.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K relating to the Term Sheet is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Wellgistics Health, Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding shares of common stock (“Common Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock Split was duly approved on April 2, 2026 by the Board of Directors and by stockholders holding at least a majority of the issues and outstanding shares of our voting stock, each by written consent in lieu of a special meeting. On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m., Eastern Time, on May 26, 2025, and the Company’s Common Stock will begin trading on the Nasdaq Stock Market on a split-adjusted basis when the market opens on May 26, 2025.
Reasons for the Reverse Stock Split
The Company is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve the desired effects or that, if achieved, such desired effects will be sustained.
Effects of the Reverse Stock Split
Effective Date; Symbol
The Reverse Stock Split will become effective on May 26, 2025 (the “Effective Date”). The Common Stock will begin trading on a split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “WGRX.”
Split Adjustment; Treatment of Fractional Shares
On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by fifty (50). Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share.
Certificated and Non-Certificated Shares
Each certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry have been combined, subject to the treatment of fractional shares as described above.
Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Delaware State Filing
The Reverse Stock Split was effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State of the State of Delaware. A copy of the form of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Capitalization
The Company is authorized to issue 500,000,000 shares of Common Stock. There will be no change to the number of authorized capital stock of the Company. The Reverse Stock Split will have no effect on the par value of the Common Stock.
Immediately after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and proportional voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected by the Reverse Stock Split.
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 | |
| 3.1 | Form of Certificate of Amendment | |
| 10.1 | Fully Binding Term Sheet, dated May 20, 2026 | |
| 10.2 | Amendment to Note Purchase Agreement, dated May 19, 2026 | |
| 10.3 | Amended and Restated Promissory Note, dated May 19, 2026 | |
| 99.1 | Press Release (Reverse Stock Split), dated May 20, 2026 | |
| 99.2 | Press Release (Term Sheet), dated May 20, 2026 | |
| 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: May 20, 2026 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
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.
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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: media@wellgisticshealth.com
Investor Relations: IR@wellgisticshealth.com
SOURCE: Wellgistics Health, Inc.
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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.
| ● | Fully binding term sheet between Datavault AI (NASDAQ:DVLT) and Wellgistics Health (NASDAQ:WGRX) expands PharmacyChain™ to Healthcare-as-a-Service (“HaaS”) IP, connecting DelivMeds AI to Wellgistics’ 6,500+ pharmacies and 200+ manufacturers, uniting blockchain-enabled healthcare data management & pharmaceuticals delivery | |
| ● | QOLPOM patent portfolio acquisition adds technology-enabled biometric verification of pharmacodynamic response intellectual property, AI-enabled medical drones for diagnostic sample collection and pharmacy delivery with biometric patient verification at the point of delivery, vastly improving the connection between rural communities and their local pharmacies | |
| ● | Acquisition of controlling stake in Tollo Health pharmaceuticals adjacent GLP-1 muscle loss and acute viral infection medical foods, and chronic viral infection-focused supplement portfolio and its AI-driven coaching and regimen compliance ‘Health Lives Here’ consumer health app in partnership with NFL Alumni Health (“NFL-AH”) developed to support the launch of Forzet™ as a medical food to help mitigate the muscle loss from weight loss therapies that was recently featured with NFL-AH during the 2026 NFL Draft in Pittsburgh | |
| ● | Pilot ‘Health Lives Here’ rollout target to begin in North Carolina in July 2026 in preparation for August 2026 Pro Football Hall of Fame Game Forzet-centered official launch | |
| ● | Gerald Commissiong appointed Interim Co-CEO of Wellgistics Health |
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.
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“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%.
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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.
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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.
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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.
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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:
marketing@dvlt.ai
Investor Contact:
Edward Barger
VP, Investor Relations
ebarger@dvlt.ai | ir@dvlt.ai
Wellgistics Media Contact:
media@wellgisticshealth.com
Wellgistics Investor Relations Contact:
IR@wellgisticshealth.com
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