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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): November 24, 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
1.01. Entry into a Material Definitive Agreement.
On
November 24, 2025, Wellgistics Health, Inc. (the “Company”), entered into a license agreement (the “License
Agreement”) 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.
Item
7.01 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.
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 |
| 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
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:
November 25, 2025 |
WELLGISTICS
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant
Patel, President |
