エドガーで原本を確認する
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): December 4, 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 December 4, 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 | |
| 99.1 | Press Release Dated December 4, 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: December 5, 2025 | WELLGISTICS HEALTH, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
Exhibit 99.1
Wellgistics Health Announces that it will Distribute a Dream Bowl 2026 Meme Coin to Wellgistics Health Stockholders
TAMPA, FL, December 3, 2025 – Wellgistics Health, Inc. (“Wellgistics”) (NASDAQ: WGRX), a health information technology leader implementing EinsteinRx™ artificial intelligence prescription drug routing into blockchain-enabled smart contracts platform PharmacyChain™ to optimize the prescription medicines reimbursement and dispensing journey, today announced that it set a record date of December 19, 2025 for determining stockholders entitled to receive the Dream Bowl 2026 Meme Coin. Shareholders will receive one (1) Dream Bowl 2026 Meme Coin from every one (1) share of Wellgistics Health owned upon the record date.
The ex-dividend date to acquire Wellgistics common stock is December 20, 2025. Holders of Wellgistics common as of the record date of December 19, 2025 will be entitled to receive one Dream Bowl 2026 Meme Coin for each share of Wellgistics common stock, as applicable, that they hold.
This digital collectible of Dream Bowl Draft Meme Coin is intended to provide for immutable recognition of ownership and utility with ticketing information and embed exclusive details on invited athletes, game highlights, accepted invitations and event insights, serving as a unique token of participation in this groundbreaking spectacle. Handcrafted digital coins will be airdropped directly to wallets for Wellgistics shareholders prior to the payment date. Wellgistics will distribute (or coordinate with Wellgistics’s transfer agent to distribute) any necessary notices and forms to the Wellgistics stockholders to obtain each holder’s digital wallet information to allow such holders to receive their Dream Bowl 2026 Meme Coins on or after December 20, 2025. Wellgistics’ shareholders will receive detailed information about how to register, set up wallets and instructions on how to trade these meme coins upon setting up the distribution date of these meme coins. The distribution date (the “Distribution Date”) will be determined by subsequent resolution in coordination with DataVault AI, Inc. (NASDAQ: DVLT), which will be within 30 days following the Record Date.
This marquee Dream Bowl event will culminate on January 11, 2026, at AT&T Stadium in Dallas, Texas, where elite athletes will compete for the Dream Bowl Championship. Building on this excitement, Datavault AI will also host the professional Drone Racing and E-Sports Championships, crowning the World Champion of Madden Football 2026 alongside two thrilling team e-sports titles. The first-of-its-kind collegiate bowl and e-sports event will feature reigning world championship teams from around the world in team e-sports and North American champion of Madden 2026 to face #1 contender for prize money and championship.
About Wellgistics Health, Inc.
Wellgistics Health (NASDAQ: WGRX) is a physical and technology pharmacy-enabling health IT company that specializes in optimizing the delivery medications from manufacturers to patients. 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. Wellgistics provides end-to-end solutions designed to restore access, transparency, and trust in U.S. healthcare.
For more information, visit www.wellgisticshealth.com.
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 Philadelphia, PA.
Learn more about Datavault AI at www.dvlt.ai.
About Dream Bowl 2026 Meme Coin
The Dream Bowl 2026 Meme Coin is a digital collectible intended solely for personal, non-commercial use in connection with the Dream Bowl 2026 event. The Meme Coin does not: (i) represent or confer any equity, voting, dividend, profit-sharing, or ownership rights in Wellgistics or any other entity; (ii) provide any right to receive monetary payments, distributions, or appreciation; or (iii) create any expectation of profit or reliance on the managerial or entrepreneurial efforts of Wellgistics or others. The Meme Coin is not designed or intended to function as an investment, currency, or financial product, and it is not being offered, sold, or distributed for fundraising or capital-raising purposes. The Meme Coin is not intended to be a ‘security’ as that term is defined under the Securities Act of 1933, the Securities Exchange Act of 1934, or any applicable state securities laws. Use of the Meme Coin is limited to entertainment, event-access, and digital-collectible functions. Any transferability features are provided solely to support personal digital item portability and not to facilitate or imply investment or speculative use.
Forward-Looking Statements
This press release 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, including those described in DataVault AI, Inc.’s and Wellgistics Health, Inc.’s filings with the SEC. Forward-looking statements speak only as of the date hereof, and neither company undertakes any obligation to update them except as required by law. 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.
Wellgistics Media & Investor Contact
Media:
media@wellgisticshealth.com
Investor Relations:
IR@wellgisticshealth.com
Wellgistics Investor Relations Contact
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Office: (646) 893-5835
Email: info@skylineccg.com
DataVault Corporate Communications
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com
Media Inquiries:
marketing@dvlt.ai