{"url_path":"/sec/wgrx/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/2030763/0001493152-26-024723-index.html","accession_number":"0001493152-26-024723","cik":"0002030763","ticker":"WGRX","issuer_name":"Wellgistics Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2030763/0001493152-26-024723-index.html","primary_entity_key":"0002030763","primary_entity_name":"Wellgistics Health, Inc."},"word_count":956,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 20, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Fully Binding Letter of Intent, dated May 20, 2026\n(the “Term Sheet”), with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company / Scilex Holdings, Inc. (“SCLX”),\nDatavault AI, Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC (“Fortitude”).\nThe Term Sheet sets forth the parties’ current proposal with respect to a proposed transaction involving the Company, certain intellectual\nproperty and related business assets of EOS and SCLX, an expansion of the Company’s existing license arrangement with Datavault,\nand the acquisition of a controlling interest in Tollo Health, LLC, d/b/a Health Lives Here, from HBA.\n\n \n\nPursuant\nto the Term Sheet, subject to the negotiation and execution of definitive agreements, the Company would acquire or exclusively license certain\nQOLPOM / QLPM-related intellectual property assets from EOS and SCLX, expand its existing PharmacyChain license with Datavault to include\nDatavault AI Health, and acquire a controlling interest in Health Lives Here. The LOI contemplates that the Company would issue shares\nof preferred stock, or “Acquisition Preferred,” to EOS, SCLX, Datavault, Fortitude and HBA, which would be convertible into\nshares of the Company’s common stock following satisfaction of specified conditions, including applicable stockholder approval\nor written consent and information statement procedures, satisfaction of agreed liability reduction thresholds, and achievement of specified\nbusiness milestones.\n\n \n\nThe\nTerm Sheet provides that, upon conversion of the Acquisition Preferred, EOS, SCLX, Datavault, Fortitude and HBA are expected to own, in the\naggregate, approximately 89.6% of the Company’s common stock, with the Company’s post-closing / pre-conversion public common\nstockholders expected to retain approximately 10.4% of the Company’s common stock, in each case subject to adjustment and the terms\nof definitive agreements. The Term Sheet also contemplates a target concurrent minimum investment of $2.0 million from investors associated\nwith 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\nor financing transactions to address outstanding Company liabilities, and additional financing support in connection with the proposed\ntransaction and conversion of the Acquisition Preferred.\n\n \n\nThe\nTerm Sheet states that the parties expect the value of the combined parties to be $4.0 billion, as memorialized by a fairness opinion. Such\nvaluation, and the proposed transaction generally, remain subject to due diligence, negotiation and execution of definitive agreements,\nreceipt of a fairness opinion, approval by the Company’s board of directors, applicable stockholder approvals, financing availability,\nNasdaq requirements, and other customary conditions. No assurance can be given that definitive agreements will be entered into, that\nany fairness opinion will support such valuation, that required financing or approvals will be obtained, that the Company will maintain\nits Nasdaq listing, or that the proposed transaction will be consummated on the terms described in the Term Sheet or at all.\n\n \n\nThe\nTerm Sheet contemplates certain post-closing management and board changes, including the appointment of two new management team members and\nfour board designees mutually agreed upon by the parties, as well as a potential corporate name change to DelivMeds AI, Inc., in each\ncase subject to applicable approvals and the terms of definitive agreements.\n\n \n\n \n\n \n\n \n\nCertain\nprovisions of the Term Sheet are intended by the parties to be legally binding, including provisions relating to fees and\nexpenses, confidentiality, governing law, counterparts, exclusivity, appointment of a new interim Co-Chief Executive Officer, and access\nto information. The Term Sheet otherwise is intended to serve as a guide for the parties in preparing definitive agreements and does not constitute\nthe final agreement of the parties with respect to the proposed transaction. The Term Sheet also contains exclusivity provisions pursuant to\nwhich, subject to the terms and conditions set forth therein, the parties have agreed to negotiate exclusively with one another for a\nspecified period.\n\n \n\nThe\nforegoing 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\nTerm Sheet, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n*Amendment\nto Note*\n\n* *\n\nOn\nMay 19, 2026, Wellgistics Health, Inc. (the “Company”) entered into an Amendment No. 1 to Note Purchase Agreement (the “Amendment”)\nwith Robert Forster (the “Investor”), which amended that certain Note Purchase Agreement, dated as of April 1, 2026, by and\nbetween the Company and the Investor. In connection with the Amendment, the Company issued to the Investor an Amended and Restated Promissory\nNote, dated May 19, 2026, in the principal amount of $1,500,000 (the “Amended Note”).\n\n \n\nPursuant\nto the Amendment, the Investor agreed to fund an additional $200,000 to the Company, increasing the aggregate cash purchase price paid\nby 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\nprincipal amount of the note was increased from $1,250,000 to $1,500,000. The Amended Note amends, restates, supersedes and replaces\nthe original promissory note issued by the Company to the Investor as of April 1, 2026, and the amendment and restatement does not constitute\na novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the original note.\n\n \n\nExcept\nas amended by the Amendment and reflected in the Amended Note, the material terms of the Note Purchase Agreement and the note remain\nunchanged and in full force and effect. The foregoing descriptions of the Amendment and the Amended Note do not purport to be complete\nand are qualified in their entirety by reference to the full text of the Amendment and the Amended Note, copies of which are filed as\nExhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}