WGRX signs DataVault AI deal with 13% royalty, $1M minimums

Rhea-AI Filing Summary

Wellgistics Health, Inc. entered into a long-term license agreement with DataVault AI Inc. to use certain intellectual property for its PharmacyChain™ platform, which aims to create manufacturer-to-patient blockchain-enabled smart contracts for the prescription drug industry.

Wellgistics will pay DataVault a non-refundable license fee of $2,500,000 by December 31, 2025. The company will also pay a 13% royalty on all net profit generated from use of the licensed technology, with payments due monthly.

Beginning in the 2028 calendar year, the agreement includes a minimum annual royalty of $1,000,000, with the 2028 and 2029 minimums applying only if PharmacyChain™ achieves at least $2,000,000 in annual net profit in the respective year. Wellgistics may sublicense the technology but must remit 90% of net revenue from any sublicenses to DataVault, paid quarterly.

Insights

Equity Analyst

Wellgistics commits to a sizeable IP license and profit-based royalties to build out PharmacyChain™.

Wellgistics Health is locking in access to DataVault AI intellectual property that underpins its PharmacyChain™ initiative. The structure combines a non-refundable upfront license fee of $2,500,000 with ongoing royalties, signaling a meaningful financial commitment to this technology strategy.

The agreement ties ongoing economics to performance. Wellgistics will pay a 13% royalty on net profit from use of the license, aligning DataVault’s upside with PharmacyChain™ profitability. From the 2028 calendar year onward, there is a minimum annual royalty of $1,000,000, with 2028 and 2029 subject to PharmacyChain™ reaching at least $2,000,000 in net profit in each respective year.

The sublicensing terms add another layer: Wellgistics can sublicense the technology but must remit 90% of net revenue from sublicenses to DataVault, paid quarterly based on amounts actually received. The overall impact will depend on how quickly and profitably PharmacyChain™ scales under these cost and royalty obligations.

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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

FAQ

What agreement did Wellgistics Health (WGRX) announce with DataVault AI?

Wellgistics Health entered into a license agreement with DataVault AI Inc. that grants Wellgistics rights to use certain intellectual property to develop its PharmacyChain™ blockchain-enabled smart contract platform for the prescription drug industry.

How much will Wellgistics Health pay upfront under the DataVault license?

Wellgistics will pay DataVault a non-refundable license fee of $2,500,000, which must be paid by December 31, 2025.

What royalty terms apply to Wellgistics Healths PharmacyChain profits?

Wellgistics will pay DataVault a 13% royalty on all net profit it receives from use of the licensed technology in PharmacyChain™, with royalty payments due on a monthly basis for the prior calendar month.

What minimum royalty obligations does Wellgistics have starting in 2028?

Beginning with the 2028 calendar year, the agreement sets a minimum annual royalty of $1,000,000 for 2028 and each year thereafter. For 2028 and 2029, this minimum applies only if PharmacyChain™ generates at least $2,000,000 in net profit in the applicable year.

Can Wellgistics Health sublicense the DataVault technology and how are those revenues shared?

Yes. Wellgistics may sublicense the licensed materials, but must remit 90% of all net revenue from such sublicenses to DataVault. These sublicensing payments are made on a quarterly basis, calculated on net revenue actually received in the applicable quarter.

Does the 8-K filing for WGRX include any press release disclosure?

Yes. Wellgistics stated that on November 25, 2025 it issued a press release, furnished as Exhibit 99.1. The company noted that this information is furnished rather than filed and is not incorporated by reference into its Securities Act or Exchange Act filings.