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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 | ||
Exhibit 99.1
DataVault AI and Wellgistics Health Announce Plans for PharmacyChain™ to Implement Manufacturer-to-Patient Blockchain-enabled Smart Contracts for the Prescription Drug Industry to Improve Efficiency and Patient Outcomes
Strategic Alliance Targets Digital Transformation of the $634.32 Billion (1) US Prescription Drug Market Through Blockchain-Enabled Data Monetization and AI-Driven Efficiency Gains
BEAVERTON, OR, October 22, 2025 – DataVault AI, Inc. (“DataVault”) (NASDAQ: DVLT), leading the way in AI data experience, valuation, and monetization, and Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ: WGRX), a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment, today announced the two companies have entered into a non-binding letter of intent to implement manufacturer-to-patient blockchain-enabled smart contracts (“PharmaChain™”) into Wellgistics proprietary Technology and Physical infrastructure for the prescription drug industry. The goal of the partnership will be to seek to fully digitize tracking of prescription drugs from script to fulfillment in order to ensure the right drug gets to the right patient at the right time, with the right recommendations for safe and effective use. The companies currently contemplate a revenue-sharing arrangement from fees derived from the use of the PharmacyChain by pharmacies.
“Over the past decade, DataVault AI has built a portfolio of patented technologies that position us at the forefront of data monetization and blockchain innovation across multiple industries,” said Nathaniel Bradley, CEO and Co founder of DataVault AI. “The $639 billion U.S. prescription drug market is entering a new era of digital transformation, and our PharmacyChain™ platform represents a scalable opportunity to drive measurable value for every stakeholder—from manufacturers and physicians to pharmacies, payers, and patients. By integrating blockchain-enabled smart contracts, we’re creating a more efficient, transparent, and accountable prescription ecosystem that aligns financial incentives with improved patient outcomes.”
Wellgistics recently announced the introduction of HubRx AI, a fully customizable artificial intelligence agent (AI Agents) engine designed to streamline the implementation of AI Agents for pharmacies. The AI Agents will help optimize prescription drug services, reduce pharmacist costs and improve patient outcomes while adhering to strict healthcare privacy, security and compliance controls. HubRx is being integrated with Wellgistics’ other technology tools Einstein Rx AI clinical decision support and safety optimization and Wellgistics Hub (formerly DelivMeds®) digital prescription routing infrastructure to pair with Wellgistics’ physical infrastructure to help meet patients where they are. Wellgistics physical infrastructure includes its distribution network (3PL and warehouse), trusted network of over 6500 independent pharmacies nationwide and in-house pharmacy (physical and online).
“Improving patient access to prescription medicines by minimizing administrative burden through blockchain-enabled smart contracts is the next logical step to help pharmacists ensure that patients get their medicines on time and on budget,” said Prashant Patel, RPh, President & Interim-CEO of Wellgistics. “Compliance with treatment regimens, improving patient safety by reducing drug-drug interactions due to manual evaluation, eliminating waste, fraud & abuse and maximizing reimbursement for pharmacies while reducing administrative burden for insurance companies are central pillars of what Wellgistics is bringing forward with PharmacyChain. By leveraging the key enabling blockchain-based intellectual property developed by DataVault that covers our vertical, we are ensuring that we will have the ability to conduct business over the long-term and build our ecosystem in a way that will allow us to increase our market share and margins as we expand into new markets.”
Any implementation of the PharmacyChain solution and any revenue-sharing arrangement will be subject to the negotiation and execution of definitive agreements and the satisfaction of applicable conditions, and there can be no assurance that such agreements will be entered into, that the contemplated collaboration will be consummated, or that any revenues will be generated.
About Datavault 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 Beaverton, OR. Learn more about Datavault AI at www.dvlt.ai.
About Wellgistics Health, Inc.
Wellgistics Health (NASDAQ:WGRX) delivers medications from manufacturer to patient-faster, smarter, and more affordably. 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. As a PBM-agnostic alternative, 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-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. Words such as “expect,” “will,” “anticipates,” “continues” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Such forward-looking statements, including statements herein regarding our business opportunities and prospects, strategy, future revenue expectations, licensing initiatives, patent initiatives as well as the successful implementation of the patented technologies, are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Readers are cautioned not to place undue reliance on these forward-looking statements. 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: our ability to successfully utilize all intellectual property that has been issued and granted Notices of Allowance; risks regarding our ability to utilize the assets we acquire to successfully grow our market share; risks regarding our ability to open up new revenue streams as a result of the various patents mentioned in this press release; our current liquidity position and the need to obtain additional financing to support ongoing operations; general market, economic and other conditions; our ability to continue as a going concern; our ability to maintain the listing of our common stock on Nasdaq; our ability to manage costs and execute on our operational and budget plans; our ability to achieve our financial goals; the degree to which our licensees implement our technologies into their products, if at all; the timeline to any such implementation; risks related to technology innovation and intellectual property, and other risks as more fully described in our filings with the U.S. Securities and Exchange Commission. The information in this press release is provided only as of the date of this press release, and we undertake no obligation to update any forward-looking statements contained in this communication based on new information, future events, or otherwise, except as required by law.
This press release may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When Wellgistics Health uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, statements regarding Wellgistics Health’s strategy and descriptions of its future operations, prospects, and plans. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially. 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.
1.https://www.grandviewresearch.com/industry-analysis/us-pharmaceuticals-market-report
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