Form 8-K

8-K — Wellgistics Health, Inc.

Accession: 0001493152-26-024723

Filed: 2026-05-21

Period: 2026-05-19

CIK: 0002030763

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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0002030763

2026-05-19

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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): May 19, 2026

WELLGISTICS

HEALTH, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42530

93-3264234

(State

or other jurisdiction

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 ☒

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.

May 20, 2026, Wellgistics Health, Inc. (the “Company”) entered into a Fully Binding Letter of Intent, dated May 20, 2026

(the “Term Sheet”), with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company / Scilex Holdings, Inc. (“SCLX”),

Datavault AI, Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC (“Fortitude”).

The Term Sheet sets forth the parties’ current proposal with respect to a proposed transaction involving the Company, certain intellectual

property and related business assets of EOS and SCLX, an expansion of the Company’s existing license arrangement with Datavault,

and the acquisition of a controlling interest in Tollo Health, LLC, d/b/a Health Lives Here, from HBA.

Pursuant

to the Term Sheet, subject to the negotiation and execution of definitive agreements, the Company would acquire or exclusively license certain

QOLPOM / QLPM-related intellectual property assets from EOS and SCLX, expand its existing PharmacyChain license with Datavault to include

Datavault AI Health, and acquire a controlling interest in Health Lives Here. The LOI contemplates that the Company would issue shares

of preferred stock, or “Acquisition Preferred,” to EOS, SCLX, Datavault, Fortitude and HBA, which would be convertible into

shares of the Company’s common stock following satisfaction of specified conditions, including applicable stockholder approval

or written consent and information statement procedures, satisfaction of agreed liability reduction thresholds, and achievement of specified

business milestones.

The

Term Sheet provides that, upon conversion of the Acquisition Preferred, EOS, SCLX, Datavault, Fortitude and HBA are expected to own, in the

aggregate, approximately 89.6% of the Company’s common stock, with the Company’s post-closing / pre-conversion public common

stockholders expected to retain approximately 10.4% of the Company’s common stock, in each case subject to adjustment and the terms

of definitive agreements. The Term Sheet also contemplates a target concurrent minimum investment of $2.0 million from investors associated

with 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

or financing transactions to address outstanding Company liabilities, and additional financing support in connection with the proposed

transaction and conversion of the Acquisition Preferred.

The

Term Sheet states that the parties expect the value of the combined parties to be $4.0 billion, as memorialized by a fairness opinion. Such

valuation, and the proposed transaction generally, remain subject to due diligence, negotiation and execution of definitive agreements,

receipt of a fairness opinion, approval by the Company’s board of directors, applicable stockholder approvals, financing availability,

Nasdaq requirements, and other customary conditions. No assurance can be given that definitive agreements will be entered into, that

any fairness opinion will support such valuation, that required financing or approvals will be obtained, that the Company will maintain

its Nasdaq listing, or that the proposed transaction will be consummated on the terms described in the Term Sheet or at all.

The

Term Sheet contemplates certain post-closing management and board changes, including the appointment of two new management team members and

four board designees mutually agreed upon by the parties, as well as a potential corporate name change to DelivMeds AI, Inc., in each

case subject to applicable approvals and the terms of definitive agreements.

Certain

provisions of the Term Sheet are intended by the parties to be legally binding, including provisions relating to fees and

expenses, confidentiality, governing law, counterparts, exclusivity, appointment of a new interim Co-Chief Executive Officer, and access

to information. The Term Sheet otherwise is intended to serve as a guide for the parties in preparing definitive agreements and does not constitute

the final agreement of the parties with respect to the proposed transaction. The Term Sheet also contains exclusivity provisions pursuant to

which, subject to the terms and conditions set forth therein, the parties have agreed to negotiate exclusively with one another for a

specified period.

The

foregoing 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

Term Sheet, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment

to Note

May 19, 2026, Wellgistics Health, Inc. (the “Company”) entered into an Amendment No. 1 to Note Purchase Agreement (the “Amendment”)

with Robert Forster (the “Investor”), which amended that certain Note Purchase Agreement, dated as of April 1, 2026, by and

between the Company and the Investor. In connection with the Amendment, the Company issued to the Investor an Amended and Restated Promissory

Note, dated May 19, 2026, in the principal amount of $1,500,000 (the “Amended Note”).

Pursuant

to the Amendment, the Investor agreed to fund an additional $200,000 to the Company, increasing the aggregate cash purchase price paid

by 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

principal amount of the note was increased from $1,250,000 to $1,500,000. The Amended Note amends, restates, supersedes and replaces

the original promissory note issued by the Company to the Investor as of April 1, 2026, and the amendment and restatement does not constitute

a novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the original note.

Except

as amended by the Amendment and reflected in the Amended Note, the material terms of the Note Purchase Agreement and the note remain

unchanged and in full force and effect. The foregoing descriptions of the Amendment and the Amended Note do not purport to be complete

and are qualified in their entirety by reference to the full text of the Amendment and the Amended Note, copies of which are filed as

Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment and the Amended Note is incorporated herein

by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment and the Amended Note is incorporated herein

by reference.

The

Amended Note was issued in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities

Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Investor represented

that it acquired the Amended Note for investment purposes and not with a view to distribution, and the Amended Note and any securities

issuable thereunder have not been registered under the Securities Act or applicable state securities laws.

Item

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

May 20, 2026, in connection with the Term Sheet described in Item 1.01 of this Current Report on Form 8-K, the Board of Directors

of Wellgistics Health, Inc. (the “Company”) appointed Gerald Commissiong as Interim Co-Chief Executive Officer of the Company,

effective immediately. Mr. Commissiong will serve alongside the Company’s current President and Interim Co-Chief Executive Officer.

Mr.

Commissiong has served as our Chief Business Officer since February 2026 and currently serves as Managing Partner of Fortitude Advisors, LLC and

as Chief Executive Officer of Tollo Health, LLC, d/b/a Health Lives Here. Mr. Commissiong has extensive experience in healthcare, biotechnology,

life sciences and strategic advisory services, including leadership positions involving public and private companies, business development,

strategic partnerships and capital markets transactions. For more than 15 years, Mr. Commissiong has been a senior executive officer

of publicly held, emerging growth healthcare companies. He served as the Chief Executive Officer and director of Todos Medical Ltd.,

an in vitro diagnostics company focused on the development of novel blood tests for the early detection

Mr.

Commissiong’s appointment as Interim Co-Chief Executive Officer was made pursuant to the Binding Letter of Intent and is expected

to be memorialized through an addendum to Fortitude Advisors LLC’s existing consulting agreement with the Company relating to consulting

Chief Business Officer services. The material terms of any such addendum have not yet been finalized as of the date of this Current Report

on Form 8-K.

Fortitude

Advisors, LLC is a party to the Term Sheet described in Item 1.01 of this Current Report on Form 8-K and, pursuant to the contemplated transaction

described therein, Fortitude Advisors, LLC is expected to receive Acquisition Preferred that would be convertible, subject to the terms

and conditions of the definitive agreements, into shares representing approximately 5.0% of the Company’s common stock following

conversion of such preferred stock. Mr. Commissiong’s relationship with Fortitude Advisors, LLC and HealthBridge Advisors, LLC,

and their participation in the proposed transaction, constitute arrangements or understandings pursuant to which Mr. Commissiong was

appointed as Interim Co-Chief Executive Officer of the Company.

There

are no family relationships between Mr. Commissiong and any director or executive officer of the Company. Except as described above and

in Item 1.01 of this Current Report on Form 8-K, there are no transactions involving Mr. Commissiong requiring disclosure under Item

404(a) of Regulation S-K.

The

disclosure contained in Item 1.01 of this Current Report on Form 8-K relating to the Term Sheet is incorporated herein by reference.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Wellgistics

Health, Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding

shares of common stock (“Common Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock

Split was duly approved on April 2, 2026 by the Board of Directors and by stockholders holding at least a majority of the issues and

outstanding shares of our voting stock, each by written consent in lieu of a special meeting. On May 20, 2025, the Company filed with

the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation

(the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01

a.m., Eastern Time, on May 26, 2025, and the Company’s Common Stock will begin trading on the Nasdaq Stock Market on a split-adjusted

basis when the market opens on May 26, 2025.

Reasons

for the Reverse Stock Split

The

Company is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per

share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once

the Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide

the Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve

the desired effects or that, if achieved, such desired effects will be sustained.

Effects

of the Reverse Stock Split

Effective

Date; Symbol

The

Reverse Stock Split will become effective on May 26, 2025 (the “Effective Date”). The Common Stock will begin trading on

a split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “WGRX.”

Split

Adjustment; Treatment of Fractional Shares

the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number

of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately

prior to the Reverse Stock Split, divided by fifty (50). Any fractional share of Common Stock that would otherwise result from the Reverse

Stock Split will be rounded up to the nearest whole share.

Certificated

and Non-Certificated Shares

Each

certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the

Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate

or book entry have been combined, subject to the treatment of fractional shares as described above.

Stockholders

who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split

will automatically be reflected in their brokerage accounts.

Delaware

State Filing

The

Reverse Stock Split was effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State of

the State of Delaware. A copy of the form of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K

and is incorporated herein by reference.

Capitalization

The

Company is authorized to issue 500,000,000 shares of Common Stock. There will be no change to the number of authorized capital stock

of the Company. The Reverse Stock Split will have no effect on the par value of the Common Stock.

Immediately

after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and

proportional voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will

result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected

by the Reverse Stock Split.

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

3.1

Form of Certificate of Amendment

10.1

Fully Binding Term Sheet, dated May 20, 2026

10.2

Amendment to Note Purchase Agreement, dated May 19, 2026

10.3

Amended and Restated Promissory Note, dated May 19, 2026

99.1

Press Release (Reverse Stock Split), dated May 20, 2026

99.2

Press Release (Term Sheet), dated May 20, 2026

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: May 20, 2026

WELLGISTICS

HEALTH, INC.

By:

/s/

Prashant Patel

Prashant Patel, President

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

STATE

OF DELAWARE

CERTIFICATE

OF AMENDMENT

THE AMENDED AND RESTATED

CERTIFICATE

OF INCORPORATION

WELLGISTICS

HEALTH, INC.

Wellgistics

Health, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)

does hereby certify as of May 20, 2026:

FIRST:

That, pursuant to a written consent of the Board of Directors of the Corporation adopted in accordance with Section 141(f) of the General

Corporation Law of the State of Delaware, the Board of Directors of the Corporation duly adopted a resolution proposing and declaring

advisable the following amendment (the “Amendment”) to the Corporation’s Amended and Restated Certificate of

Incorporation, as amended (the “Certificate”).

SECOND:

Article IV of the Certificate is hereby amended by adding the following new paragraph to effectuate the Reverse Stock Split (as defined

below):

“Reverse

Stock Split. Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of

this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Corporation, each fifty (50)

shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on

the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”).

No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Stock Split. Stockholders who otherwise would

be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock

Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole

share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”),

shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate

shall have been combined, plus any additional fraction of a share of Common Stock to round up to the next whole share.”

THIRD:

That thereafter, pursuant to a written consent of the stockholders of the Corporation adopted in accordance with Section 228 of the General

Corporation Law of the State of Delaware, the stockholders unanimously approved the amendment.

FOURTH:

That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of

Delaware.

FIFTH:

That said amendment will have an Effective Time of 12:01 A.M., Eastern Time, on May 26, 2026.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation

to be signed by its duly authorized officer on the date first set forth above.

By:

Prashant

Patel, President

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

FULLY

BINDING TERM SHEET

May

20, 2026

This

Fully Binding Term Sheet (this “Binding Term Sheet”) sets forth our current proposal with regard to the proposed combination

(the “Transaction”) of Wellgistics Health, Inc., a reporting public company incorporated in Delaware (“WGRX”)

that has entered into a definitive license agreement for the license of pharmaceutical distribution-related blockchain-enabled technology

with Datavault AI, Inc. (“DVLT”), a public company that is the owner of intellectual property enabling data monetization,

credentialing, digital engagement and tokenization of real-world assets, with healthcare utilization technology enablement being referred

to as Datavault AI Health (“DVLH,” which excludes all intellectual property already licensed to Vivasor, Inc. and Scilex

Holdings Company, as defined further below), EOS Technology Holdings, Inc. (“EOS”), a private company that owns intellectual

property related to the biometric verification of delivery and/or use of pharmaceutical drugs originally developed under QOLPOM LLC for

the development and deployment of drones to complete ‘last mile’ delivery of biopharmaceuticals from pharmacies to patients’

homes leveraging biometric data to ensure secure personalized delivery (“QLPM”) that is the owner of the first half of the

QLPM intellectual property portfolio (“QLPMIP1”), Scilex Holding Company, a public holding company (“SCLX”)

that is the owner of the second half of the QLPM intellectual property portfolio (“QLPMIP2”), HealthBridge Advisors LLC (“HBA”)

that is the controlling shareholder of Tollo Health, LLC (d/b/a Health Lives Here, “HLH”) and Fortitude Advisors, LLC (“Fortitude”).

WGRX, EOS, HBA, SCLX, DVLT and Fortitude are each sometimes referred herein as a “Party” and severally or collectively,

as the “Parties.”

This

Binding Term Sheet is an expression of intent and does not express the final agreement of the Parties. It is meant to be used as a guide

for the Parties in preparing the definitive written agreement providing for consummation of the Transaction (the “Definitive Agreement”).

Notwithstanding

the foregoing, the obligations of WGRX, EOS, SCLX and DVLT as set forth in the paragraphs below pertaining to “Immediate Capital,”

“Fees and Expenses,” “Confidentiality,” “Governing Law,” “Counterparts”, “Exclusivity,”

“Signing of this Binding Term Sheet and new Interim-CEO,” and “Access to Information,” are intended to be legally

binding and enforceable obligations of WGRX, EOS, SCLX, DVLT and HBA.

Form

of Transaction:

WGRX

will acquire intellectual property assets related to the business of QLPM from EOS and SCLX,

through an acquisition of assets (or exclusive license), and controlling interest in Tollo

Health, LLC (d/b/a

Health

Lives Here) from HBA subject to the Parties’ mutual agreement on the Definitive Agreement.

WGRX

will also expand its PharmacyChain license with DVLT to exclusively include DVLH, subject to the Parties mutual agreement on the

Definitive Agreement.

The

Parties intend for the Transaction to qualify as a tax-free reorganization.

The

Parties will work together to create a transaction structure that is most advantageous to the Parties with respect to WGRX’s

NOLs.

As part of the agreement, WGRX will:

SIGNING OF THIS BINDING TERM SHEET AND

NEW INTERIM-CEO

Sign

this binding Binding Term Sheet with a target concurrent minimum $2 million investment (the “Immediate Capital”) from

investors associated with Dawson James who have already invested a total of $6.5 million (the “Dawson James Investors”)

and within 14 days file for an At-The-Market funding facility (the “ATM”). Fortitude Managing Partner Gerald Commissiong,

currently the CEO of HLH, will be immediately appointed Interim Co-CEO of WGRX serving alongside WGRX’s current President &

Interim Co-CEO, via an addendum to Fortitude’s existing consulting agreement with WGRX for consulting Chief Business Officer

services. 1b. Dan Hirsch will be hired as interim-VP of Finance to facilitate the completion of the transaction.

SETTLEMENT OF WGRX LIABILITIES

Facilitate

the use of the Liabilities Reduction Plan with Silverback Capital (“LRP”) it has already entered into, ATM, primary share

offering, tokenization and/or debt to equity conversion (or some combination thereof) in order to extinguish outstanding liabilities

(cash and non-cash) of WGRX, inclusive of its subsidiaries and outstanding debts owed to Dawson James Investors, prior to the Closing

(the “WGRX Liabilities”, Exhibit A). Any remaining liability not settled, subject to a minimum threshold to be agreed

upon in the Definitive Agreements, shall be adjusted against preferred shares associated with the Suren Group.

CLOSING OF ACQUISITION

Complete

acquisition of QLPMIP1 and QLPMIP2 (Exhibit B) SCLX ownership of QLPM intellectual property in exchange for Preferred shares that

will be convertible into common shares following certain pre-specified milestones (the “Acquisition Preferred”).

Complete

DVLH license expansion in exchange for Acquisition Preferred.

Complete

the acquisition of controlling interest in HLH.

EOS,

SCLX, DVLT and HBA together will facilitate a minimum investment of $5 million to begin operating the go-forward business as of the

Closing (may be garnered through outside investment or use of ATM).

is expected that the value of parties together will be $4 billion, as memorialized via a fairness opinion (the “Post Acquisition

Value”).

WGRX

board shall approve definitive agreements, which such approval is not to be unreasonably withheld.

POTENTIAL ADDITIONAL TRANSACTIONS

Fortitude

Advisors LLC may recommend to the WGRX Board of Directors:

9.a.

Strategic investments

9.b.

Acquisition of additional companies, assets and/or licenses that may be important for the go-forward conduct of WGRX business (the

“Additional Acquisitions”)

9.c.

Cancellation of certain previously announced non-binding agreements (“Transaction Cancellations”)

CONVERSION OF ACQUISITION PREFERRED

10.

After

the settlement of the WGRX Liabilities according to an agreed upon schedule outlined in the Definitive Agreement and completion of

any Additional Acquisitions, holders of the Acquisition Preferred will convert into common shares of WGRX representing 89.6% of WGRX

upon the achievement pre-specified milestones (the “Preferred Milestones”):

10.a.

For EOS and SCLX: Receive regulatory clearance to test drone delivery of pharmaceuticals from pharmacies in 1 US state.

10.b.

For DVLT: Expand DVLT’s existing strategic partnership with IBM to include DVLH’s business plan via a signed Scope of

Work (“SOW”) for a minimum of 1,000 hours of development work to be used at WGRX’ discretion.

10.c.

For HBA: Enter into an agreement with a subsidiary of NFL Alumni Health, LLC for the purposes of marketing the “Health Lives

Here” initiative.

11.

the conversion of the Acquisition Preferred into common shares, together EOS, SCLX, DVLT and HBA will have facilitated a cash investment

of not less than $20 million into WGRX, which may be garnered through an outside investment or use of the ATM.

Post-Closing

Ownership Allocations and Underlying Assumptions:

the closing of the Transaction (the “Closing”), WGRX will own all of the outstanding enabling rights to execute upon

then business plan of QLPM, DVLH and HLH.

●

Acquisition

Preferred will be issued upon execution of the Definitive Agreements, and will be convertible into common shares after approval of

the merger by a majority of WGRX’s shareholders at a special meeting (the “Merger Vote”) or by Consent of the Majority

of Shareholders and an Information Statement in accordance with relevant regulations AND after the agreed upon threshold(s) for reduction

in liabilities outlined in the Definitive Agreements has been met. It is expected that Acquisition Preferred will be convertible

into common shares of WGRX after adjustment of any remaining liability associated with each respective party:

●

EOS

will own 19.9%

●

SCLX

will own 19.9%

●

DVLT

will own 19.9%

●

Fortitude

will own 5%

●

HBA

will own 24.9%

●

Remaining

10.4% of common shares will be held by WGRX’s post-Closing / pre-Acquisition Preferred conversion public common shareholders.

Prior

to conversion of the Acquisition Preferred, WGRX shall use commercially reasonable efforts to settle, restructure, convert, satisfy

or otherwise address its outstanding liabilities, including outstanding indebtedness owed to current WGRX convertible debt holders,

in accordance with the liability reduction framework to be set forth in the Definitive Agreement. In the absence of a Consent of

Majority Shareholders of the requisite WGRX stockholders, WGRX will prepare and file with the SEC a proxy statement seeking stockholder

approval of the conversion of the EOS, SCLX, DVLT, Fortitude and HBA Acquisition Preferred into shares of WGRX common stock, as contemplated

by the Definitive Agreement. The proxy statement will be subject to SEC review in accordance with Section 14(a) of the Securities

Exchange Act of 1934, as amended, and Regulation 14A promulgated thereunder.

Management/Board

Composition:

Immediately

following the Closing, WGRX will appoint two (2) new management team members mutually agreed upon by EOS, SCLX, DVLT and HBA, and

WGRX board. WGRX shall also appoint four (4) designees of EOS, SCLX, DVLT and HBA to WGRX Board of Directors including Gerald Commissiong.

The post-transaction WGRX board of directors shall comply with Nasdaq’s independence requirements.

Company

Name:

WGRX

will change its corporate name to DelivMeds AI, Inc., (“MEDS”).

Stockholder

Approval:

The

officers and directors of WGRX, together with their affiliates, will enter into customary

voting agreements, or execute a written consent, in favor of the Transaction concurrently

with the execution of the Definitive Agreement.

addition to approving the Transaction, WGRX stockholder approval in the proxy statement shall be sought at a special meeting for

any other matters as may be reasonably necessary for the consummation of the Transaction (e.g., election of directors, increase in

authorized shares and reverse stock split immediately following the merger in order to maintain WGRX’s Nasdaq listing) and

maintaining the continued listing of WGRX’s common stock listing on The Nasdaq Capital Market.

Conditions

for Execution of the Definitive Agreements:

Satisfactory

completion of due diligence by both Parties.

Satisfactory

negotiation of the Definitive Agreement, including customary provisions for a transaction of this nature and as set forth herein.

Approval

of the proposed Transaction by the Boards of WGRX, EOS, SCLX, DVLT and HBA, and delivery of a fairness opinion by a firm to be mutually

agreed upon by WGRX, EOS, SCLX, DVLT and HBA.

Securities

and Financing:

Subject

to due diligence review and compliance with applicable securities laws, the WGRX shares,

including shares underlying preferred, to be issued in the Transaction will not be registered

under the Securities Act.

Definitive

Agreements will include provisions related to registration rights and lock-up agreements.

Operation

of the Businesses:

The

Definitive Agreement will include customary interim operating covenants applicable to WGRX,

EOS, SCLX, DVLT and HBA pursuant to which each party will operate its business in the ordinary

course and consistent with past practice until the Closing and will not take specified actions

without the prior written consent of the other parties, such consent not to be unreasonably

withheld.

is the intention of the merger for the post-Closing WGRX entity to be focused on the development and commercialization of blockchain-enabled

delivery of healthcare products & services beginning with pharmacy dispensing and pharmaceutical-related distribution, including

drone delivery technology for the purposes of last mile delivery of pharmaceutical drugs to patients to add to WGRX’s existing

DelivMeds business model and patented workflow for efficient patient medication delivery.

Conditions

to Closing:

The

Closing will be subject to the satisfaction of customary conditions to closing for a transaction

of this type, including, without limitation: (i) the absence of any material adverse effect

on WGRX, EOS, SCLX, DVLT and HBA; (ii) approval of the Transaction by WGRX shareholders,

(iii) receipt of all necessary governmental and third-party consents and approvals and (iv)

a fairness opinion.

a condition to Closing, the WGRX equity shall be delivered with (i) liabilities not exceeding thresholds agreed to in the Definitive

Agreement and (ii) all transaction-related expenses paid in full or otherwise satisfied prior to Closing.

shall further be a condition to Closing that the post-Closing WGRX maintains its listing on The Nasdaq Capital Market immediately

following the Closing. Additionally, the Closing shall be contingent upon satisfactory fairness opinion by third party to be mutually

agreed upon by WGRX, EOS, SCLX, DVLT and HBA.

Representations,

Warranties and Covenants; Deal Protection:

The

Definitive Agreement will include representations, warranties and covenants customary for

a transaction of this type. Except in the case of fraud, the representations and warranties

of the parties, and covenants requiring performance at or prior to the Closing, will terminate

effective as of the Closing and will not survive the Closing for any purpose. The Definitive

Agreement will not include any escrow, holdback, post-closing purchase price adjustment or

post-closing indemnification remedy. Covenants that by their terms contemplate performance

after the Closing will survive the Closing in accordance with their terms.

The

Definitive Agreement will also include customary deal protection provisions to be negotiated in good faith, including no-shop provisions

binding each Party and fiduciary outs (and related break-up fee mechanisms) pertaining to the Parties’ respective obligations

thereunder.

Exclusivity:

consideration of the significant expense, time and resources that WGRX, EOS, SCLX, HBA and

DVLT shall incur, from the date hereof through September 30, 2026 (the “Exclusivity

Period”), WGRX agrees that neither it nor its affiliates, advisors, or other representatives

(“Representatives”) will solicit, initiate, negotiate, encourage, facilitate,

enter into, or consummate any inquiries, proposals, or agreements with any party other than

EOS, SCLX, DVLT and HBA relating to any merger, consolidation, business combination, tender

or exchange offer, management buyout, recapitalization, reorganization, restructuring, extraordinary

dividend, or similar transaction involving WGRX, without the prior written consent of EOS,

SCLX, DVLT and HBA . Notwithstanding the foregoing, WGRX shall have a period of thirty (30)

days from the date of this Binding Term Sheet to complete financial, legal and business due

diligence with respect to QLPM, DVLH, HLH and the proposed Transaction (the “Diligence

Period”). In the event WGRX reasonably determines, based upon such due diligence and/or

a fairness opinion delivered to the Board of Directors of WGRX, that the valuation of QLPM,

DVLH and/or HLH is materially inconsistent with the valuation assumptions contemplated by

this Binding Term Sheet, WGRX may terminate this upon written notice to the other Parties,

whereupon the exclusivity obligations set forth herein shall immediately terminate. Prior

to any such termination notice, WGRX is required to provide to EOS, SCLX, DVLT and HBA the

findings of their due diligence, providing EOS, SCLX, DVLT and HBA ten (10) days for an initial

response to WGRX’ findings and sixty (60) days to renegotiate the Post Acquisition

Value.

EOS,

SCLX, HBA and DVLT agree to terminate all discussions and negotiations with any party other than WGRX regarding any change of control

transaction for QLPM, DVLH or HLH, and will exclusively negotiate with WGRX through September 30, 2026.

Access

to Information:

Each

Party and its directors, officers and agents shall afford, and cause their affiliates, officers, agents and representatives to afford,

to the other Party and its representatives reasonable access to the properties, business, personnel (including outside accountants

and lawyers), and financial, legal, accounting, tax and other data and information relating to such Party and its business as reasonably

requested by the other Party and its representatives for the purposes of evaluating the Transaction proposed hereby or any similar

transaction or otherwise facilitating the due diligence investigation.

Fees

and Expenses:

Except

as otherwise expressly agreed upon by the Parties, WGRX, EOS, SCLX, DVLT and HBA shall each be responsible for and bear all of its

own costs and expenses incurred in connection with the proposed Transaction.

Confidentiality:

The

existence and terms of this Binding Term Sheet, the proposed Transaction, and all negotiations,

discussions, information and materials exchanged in connection therewith shall be deemed

confidential information and shall not be disclosed by any Party to any third party, except

to such Party’s affiliates, financing sources, attorneys, accountants, advisors and

representatives who have a need to know such information and are informed of the confidential

nature thereof, or as otherwise required by applicable law, regulation, court order or the

rules of any applicable securities exchange. In the event that any disclosure is required

by applicable law or securities regulations, the disclosing Party shall, to the extent legally

permissible, provide the other Parties with prior notice of such disclosure and reasonably

cooperate with the other Parties regarding the timing and content of such disclosure.

Governing

Law:

This

Binding Term Sheet and the relationship of the Parties shall be governed by and construed in accordance with the laws of the State

of Delaware.

Counterparts:

This

Binding Term Sheet may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument.

[Signature

Page on next page]

Accepted

and Agreed to on the date set forth above:

Wellgistics Health, Inc.

Scilex Holdings, Inc.

By:

Name:

Title:

Date: May 20, 2026

EOS Technology Holdings, Inc.

Datavault AI, Inc.

By:

Name:

Title:

Date: May 20, 2026

HealthBridge Advisors, LLC

Fortitude Advisors, LLC

By:

Name:

Title:

Date: May 20, 2026

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

AMENDMENT

TO NOTE PURCHASE AGREEMENT

This

Amendment No. 1 to Note Purchase Agreement this “Amendment” is entered into as of Apri l, 2026, by and between Wellgistics

Health, Inc., a Delaware corporation the “Company”, and Robert Forster, the investor named on the signature page hereto

the “Investor”.

RECITALS

WHEREAS,

the Company and the Investor are parties to that certain Note Purchase Agreement, dated as of April 1, 2026 the “Purchase Agreement”,

pursuant to which the Company issued and sold to the Investor a promissory note in the original principal amount of $1,250,000.00 the

“Original Note”;

WHEREAS,

pursuant to the Purchase Agreement, the Original Note was issued for a cash purchase price of $1,000,000.00, reflecting a 20% original

issue discount;

WHEREAS,

the Company and the Investor desire to amend the Purchase Agreement to increase the aggregate purchase price payable to the Company by

$200,000.00, from $1,000,000.00 to $1,200,000.00, and, after giving effect to the 20% original issue discount applicable to the Notes,

to increase the aggregate principal amount of the Notes by $250,000.00, from $1,250,000.00 to $1,500,000.00;

WHEREAS,

concurrently with the execution and delivery of this Amendment, the Company and the Investor are entering into an Amended and Restated

Promissory Note in the principal amount of $1,500,000.00 the “Amended and Restated Note”, which amends, restates,

supersedes and replaces the Original Note in its entirety; and

WHEREAS,

capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Purchase Agreement, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Amendment to Recitals.

The

first recital of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS,

the Company is undertaking a private offering the “Offering” of up to $1,500,000 in aggregate principal amount the

“Aggregate Principal Amount” of promissory notes in the form attached hereto as Exhibit A the “Notes”;”

Amendment to Definition of Aggregate Principal Amount.

Section

1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“1.1.

‘Aggregate Principal Amount’ means the maximum total principal amount of Notes offered in the Offering, which is $1,500,000.”

Amendment to Definition of Aggregate Purchase Price.

Section

1.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“1.2.

‘Aggregate Purchase Price’ means the total purchase price payable by all investors for the Notes issued in the Offering,

which is $1,200,000.”

Amendment to Transaction Documents.

Section

1.15 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“1.15.

‘Transaction Documents’ means collectively, this Agreement, the Notes, including the Amended and Restated Note, and any

amendments, restatements, supplements or other modifications to any of the foregoing.”

Amendment to Investor Principal Amount and Purchase Price.

The

Investor’s signature page to the Purchase Agreement is hereby amended to provide that the Investor’s Principal Amount is

$1,500,000.00 and the Investor’s Purchase Price is $1,200,000.00.

For

the avoidance of doubt, the parties acknowledge and agree that the Investor previously funded $1,000,000.00 to the Company in respect

of the Original Note and, promptly following execution and delivery of this Amendment, shall fund an additional purchase price of $200,000.00

to the Company by wire transfer of immediately available funds in accordance with the Company’s wire instructions.

Amendment and Restatement of Exhibit A.

Exhibit

A to the Purchase Agreement is hereby amended and restated in its entirety to be the form of Amended and Restated Promissory Note attached

hereto as Exhibit A.

Issuance of Amended and Restated Note.

Upon

execution and delivery of this Amendment and receipt by the Company of the additional purchase price of $200,000.00, the Company shall

issue and deliver to the Investor the Amended and Restated Note in the principal amount of $1,500,000.00, reflecting an aggregate cash

purchase price of $1,200,000.00 and a 20% original issue discount.

The

Amended and Restated Note shall amend, restate, supersede and replace the Original Note in its entirety. The amendment and restatement

of the Original Note shall not constitute a novation, repayment, reissuance or satisfaction of the indebtedness evidenced thereby, which

indebtedness shall remain outstanding as amended and restated pursuant to the Amended and Restated Note.

Participation Right.

For

the avoidance of doubt, the parties acknowledge and agree that the Participation Right set forth in Section 9.1 of the Purchase Agreement

shall apply to the Investor based on the Investor’s Principal Amount of $1,500,000.00, as amended hereby, unless otherwise agreed

by the Company and the Investor in writing.

Consent and Waiver.

The

Investor hereby consents to the amendment of the Purchase Agreement and the Original Note as set forth herein and in the Amended and

Restated Note. To the extent any consent, approval or waiver is required under Section 10.7 of the Purchase Agreement or Section 11 of

the Original Note to give effect to this Amendment and the Amended and Restated Note, the Investor hereby provides such consent, approval

and waiver.

10.

Reaffirmation of Representations and Warranties.

Each

of the Company and the Investor hereby reaffirms, as of the date hereof, the representations and warranties made by such party in the

Purchase Agreement, except to the extent such representations and warranties expressly speak as of a specific earlier date, in which

case such representations and warranties were true and correct as of such earlier date.

11.

No Default.

The

Company represents that, immediately before and immediately after giving effect to this Amendment and the issuance of the Amended and

Restated Note, no Event of Default has occurred and is continuing under the Original Note, the Amended and Restated Note or the Purchase

Agreement.

12.

Ratification.

Except

as expressly amended by this Amendment, the Purchase Agreement shall remain unchanged and in full force and effect. The parties hereby

ratify and confirm the Purchase Agreement, as amended hereby.

13.

References.

From

and after the date hereof, each reference in the Purchase Agreement to the “Agreement” shall mean the Purchase Agreement

as amended by this Amendment, and each reference to the “Note” or “Notes” shall include the Amended and Restated

Note.

14.

Governing Law.

This

Amendment shall be construed and governed by the laws of the State of Delaware, without giving effect to its conflicts of law principles.

15.

Counterparts; Electronic Signatures.

This

Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and

the same instrument. Counterparts may be delivered via email, PDF, DocuSign or other electronic transmission method, and any counterpart

so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

[Signature

page follows.]

WITNESS WHEREOF

the

parties hereto have executed this Amendment to Note Purchase Agreement as of the date first written above.

COMPANY:

WELLGISTICS HEALTH, INC.

By:

/s/ Prashant Patel

Name:

Prashant Patel

Title:

President

INVESTOR:

ROBERT FORSTER

By:

/s/ Robert Forster

Name:

Robert Forster

EXHIBIT

FORM

OF AMENDED AND RESTATED PROMISSORY NOTE

NEITHER

THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

THE “ACT”, OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION

WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF

AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

Amount:

$1,500,000.00

Original Issuance Date: April 1, 2026

Amendment

and Restatement Date: [●], 2026

For

value received, Wellgistics Health, Inc., a Delaware corporation the “Company”, promises to pay to Robert Forster

or his successors or assigns “Holder” the principal sum of US $1,500,000.00, with simple interest on the outstanding

principal amount at the rate of zero percent 0% per annum. Interest will commence on the Original Issuance Date and will continue on

the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein.

This

Amended and Restated Promissory Note this “Note” amends, restates, supersedes and replaces in its entirety that certain

Promissory Note issued by the Company to Holder as of April 1, 2026 in the original principal amount of $1,250,000.00 the “Original

Note”. This Note reflects an increase in the principal amount of the Original Note by $250,000.00, from $1,250,000.00 to $1,500,000.00,

in consideration of an additional cash purchase price of $200,000.00 funded by Holder to the Company. This Note does not constitute a

novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the Original Note, which indebtedness remains outstanding

as amended and restated hereby.

All

principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable

on the earlier of (a) April 1, 2027, or (b) the date of closing of a Qualified Financing, as defined herein the “Maturity Date”.

Interest will be computed on the basis of a 365-day year.

This

Note is being issued as a series of promissory notes collectively, the “Notes”, and such other promissory notes, the

“Other Notes” under that certain Note Purchase Agreement dated as of April 1, 2026, as amended by that certain Amendment

to Note Purchase Agreement dated as of [ ], 2026, and as may be further amended, restated, supplemented or otherwise modified from time

to time the “Purchase Agreement”.

Cash Purchase Price.

This

Note is being purchased for an aggregate cash purchase price of $1,200,000, reflecting a 20% original issue discount, of which $1,000,000.00

was funded in connection with the issuance of the Original Note and $200,000.00 is being funded in connection with the issuance of this

Note.

Definitions.

(a)

“Common Stock” means the Company’s common stock, par value $0.0001 per share.

(b)

“Note Balance” means at any particular time the then outstanding principal balance and any accrued but unpaid interest

on this Note.

(c)

“Securities Act” means the Securities Act of 1933, as amended.

Capitalized

terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Prepayment; Financing Repayment; Application of Payments.

(a)

Optional Prepayment. The Company may, at its option, upon not less than five 5 Trading Days’ prior written notice to the

Holder, prepay all or any portion of the outstanding Note Balance; provided that any such prepayment shall be made at a price equal to

110% of the portion of the Note Balance being prepaid the “Prepayment Amount”. Any such prepayment shall be applied

first to accrued and unpaid interest, if any, and then to principal. Upon payment in full of the Note Balance, including the applicable

Prepayment Amount, this Note shall be surrendered to the Company for cancellation.

(b)

Financing Proceeds. Subject to the provisions of this Section, in the event the Company consummates any equity or equity-linked

financing each, a “Qualified Financing”, the Company shall apply a portion of the net proceeds after payment of placement

agent fees and reasonable transaction expenses received by the Company from such Qualified Financing toward repayment of the outstanding

Note Balance, on a pro rata basis among the holders of all outstanding Notes.

The

Company shall apply (i) 50% of such net proceeds from each Qualified Financing until the Company has received aggregate gross proceeds

of $5,000,000 from one or more Qualified Financings the “Threshold Amount”, and (ii) 100% of such net proceeds from

any Qualified Financing or portion thereof to the extent that aggregate gross proceeds from all Qualified Financings exceed the Threshold

Amount.

For

the avoidance of doubt, if a Qualified Financing causes the aggregate gross proceeds from all Qualified Financings to exceed the Threshold

Amount, then 50% of the portion of such financing up to the Threshold Amount and 100% of the portion in excess of the Threshold Amount

shall be applied toward repayment of the outstanding Note Balance.

Notwithstanding

the foregoing, no repayment shall be required from the proceeds of (i) any at-the-market offering program, (ii) issuances under any equity

incentive plan approved by the Board of Directors, (iii) any equity line of credit or similar committed equity facility, (iv) any Strategic

Financing as defined in the Purchase Agreement, or (v) any issuance of securities as consideration in a bona fide acquisition, merger

or other strategic commercial transaction.

All

repayments made pursuant to this Section shall be applied first to accrued and unpaid interest, if any, and thereafter to the outstanding

Note Balance.

Reserved.

Events of Default.

5.1

Events of Default.

“Event

of Default”, wherever used herein, means any one of the following events whatever the reason and whether it shall be voluntary

or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation

of any administrative or governmental body:

(i)

any default in the payment of the principal of this Note or any other amount due hereunder, as and when the same shall become due and

payable;

(ii)

the Company shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach

shall not have been remedied within fifteen 15 calendar days after the date on which notice of such failure or breach shall have been

delivered;

(iii)

the Company or any of its subsidiaries shall commence, or there shall be commenced against the Company or any subsidiary, a case under

any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary

commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency

or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or any subsidiary, or

there is commenced against the Company or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed

for a period of 60 days; or the Company or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order

approving any such case or proceeding is entered; or the Company or any subsidiary suffers any appointment of any custodian or the like

for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company or any

subsidiary makes a general assignment for the benefit of creditors; or the Company or any subsidiary shall fail to pay, or shall state

that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary shall call

a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary

shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate

or other action is taken by the Company or any subsidiary for the purpose of effecting any of the foregoing;

(iv)

the Company or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued in excess of $500,000,

or by which there may be or evidenced any indebtedness for borrowed money or money due under any long-term leasing or factoring arrangement

of the Company or any subsidiary, whether such indebtedness now exists or shall hereafter be created, and such default shall result in

such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(v)

the Company shall (a) be a party to any Change of Control Transaction as defined below, (b) agree to sell or dispose all or substantially

all of its assets in one or more transactions whether or not such sale would constitute a Change of Control Transaction, (c) redeem or

repurchase more than a de minimis number of shares of Common Stock or other equity securities of the Company, or (d) make any distribution

or declare or pay any dividends in cash or other property, other than common stock to purchase, acquire, redeem, or retire any of the

Company’s capital stock, of any class, whether now or hereafter outstanding;

“Change

of Control Transaction” means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal

entity or “group” as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, of

effective control whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise of in excess

of 50% of the voting securities of the Company, (ii) a replacement at one time or over time of more than one-half of the members of the

Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors

on the date hereof or by those individuals who are serving as members of the board of directors on any date whose nomination to the board

of directors was approved by a majority of the members of the board of directors who are members on the date hereof, (iii) the merger

of the Company with or into another entity that is not wholly owned by the Company, consolidation or sale of 50% or more of the assets

of the Company in one or a series of related transactions, or (iv) the execution by the Company of a binding agreement to which the Company

is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii);

(vi)

the Chief Executive Officer of the Company ceases to serve in such capacity and is not replaced within sixty 60 days by a successor reasonably

acceptable to the Holder;

(vii)

the Company shall be in breach of any covenant in the Purchase Agreement, or it becomes known that any representation or warranty of

the Company in the Purchase Agreement was untrue or incorrect on the date made; or

(viii)

the Common Stock is suspended from trading on Nasdaq for a period of ten 10 consecutive Trading Days other than due to general market

conditions or is delisted from Nasdaq and not relisted on Nasdaq or another national securities exchange within fifteen 15 Trading Days

thereafter.

5.2

Remedies.

any Event of Default occurs, the full principal amount of this Note shall become, at the Holder’s election, immediately due and

payable in cash. Commencing three 3 days after the occurrence of any Event of Default that results in the acceleration of this Note,

the interest rate on this Note shall accrue at the rate of 15% per annum, or such lower maximum amount of interest permitted to be charged

under applicable law.

The

Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder

may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies

available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder.

No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Governing Law.

The

terms of this Note are governed by and construed in accordance with the laws of the State of Delaware.

Time of Essence.

Time

is of the essence with respect to all of the Company’s obligations and agreements under this Note.

Successors and Assigns.

This

Note and all provisions, conditions, promises and covenants hereof are binding in accordance with the terms hereof upon the Company,

its successors and assigns. The obligations of the Company set forth herein will not be assignable by the Company without Holder’s

prior written consent.

Collection Expenses.

The

Company further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’

fees, incurred by the Holder in endeavoring to collect any amounts payable hereunder which are not paid when due.

10.

Waiver.

The

Company hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection

with the delivery, acceptance, performance, default, or enforcement of this Note.

11.

Amendment.

This

Note may be amended with the written consent of the holders of a majority of the outstanding indebtedness under the Notes and the Company,

which consent will be binding upon the Holder hereof.

12.

Entire Agreement.

This

Note, together with the Purchase Agreement, contains the entire understanding of the Company and the Holder with respect to the subject

matter hereof and expressly supersedes any and all prior agreements and understandings among them with respect to such subject matter,

including the Original Note, which is amended, restated, superseded and replaced in its entirety by this Note. All pronouns contained

herein, and any variations thereof, are deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity

of the parties hereto may require.

[Remainder

of page intentionally left blank.]

WITNESS WHEREOF the Company and the Holder have caused this Amended and Restated Promissory Note to be executed and issued as a sealed

instrument as of the Amendment and Restatement Date first written above.

WELLGISTICS HEALTH, INC.

By:

Name:

Prashant

Patel

Title:

President

HOLDER:

ROBERT FORESTER

By:

Name:

Robert

Forester

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

AMENDED

AND RESTATED PROMISSORY NOTE

NEITHER

THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

THE “ACT”, OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION

WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF

AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

Amount:

$1,500,000.00

Original

Issuance Date: April 1, 2026

Amendment

and Restatement Date: May 19, 2026

For

value received, Wellgistics Health, Inc., a Delaware corporation the “Company”, promises to pay to Robert Forster

or his successors or assigns “Holder” the principal sum of US $1,500,000.00, with simple interest on the outstanding

principal amount at the rate of zero percent 0% per annum. Interest will commence on the Original Issuance Date and will continue on

the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein.

This

Amended and Restated Promissory Note this “Note” amends, restates, supersedes and replaces in its entirety that certain

Promissory Note issued by the Company to Holder as of April 1, 2026 in the original principal amount of $1,250,000.00 the “Original

Note”. This Note reflects an increase in the principal amount of the Original Note by $250,000.00, from $1,250,000.00 to $1,500,000.00,

in consideration of an additional cash purchase price of $200,000.00 funded by Holder to the Company. This Note does not constitute a

novation, repayment, reissuance or satisfaction of the indebtedness evidenced by the Original Note, which indebtedness remains outstanding

as amended and restated hereby.

All

principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable

on the earlier of (a) April 1, 2027, or (b) the date of closing of a Qualified Financing, as defined herein the “Maturity Date”.

Interest will be computed on the basis of a 365-day year.

This

Note is being issued as a series of promissory notes collectively, the “Notes”, and such other promissory notes, the

“Other Notes” under that certain Note Purchase Agreement dated as of April 1, 2026, as amended by that certain Amendment

to Note Purchase Agreement dated as of May 19, 2026, and as may be further amended, restated, supplemented or otherwise modified from

time to time the “Purchase Agreement”.