Filed 2026-03-20 · Period ending 2025-12-31 · 89,923 words · SEC EDGAR
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# Wellgistics Health, Inc. (WGRX) — 10-K **Filed:** 2026-03-20 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-012004 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2030763/000149315226012004/) **Origin leaf:** f5c08a124a9d6f5b47f8368631e8d6fd27a32f075e3be59ce4b0e12218db19f8 **Words:** 89,923 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (Mark One) | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the fiscal year ended December 31, 2025** **OR** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the transition period from: _____________to**______________ **Commission File Number: 001-42530** **WELLGISTICS HEALTH, INC.** (Exact name of registrant as specified in its charter) | Delaware | | 93-3264234 | | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification No.) | | | 3000 Bayport Drive, Suite 950 | | | | | Tampa, Florida | | 33607 | | | (Address of principal executive offices) | | (Zip Code) | | Registrants telephone number, including area code: **(844) 203-6092** **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 Stock Market LLC (The NASDAQ Capital Market) | | **Securities registered pursuant to Section 12(g) of the Act:** None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | Accelerated filer | | | Non-accelerated filer | Smaller reporting company | | | | 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. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter was approximately $27.1 million. As of March 6, 2026, there were 105,854,108 and 104,871,987 shares of the Companys common stock, par value $0.0001, issued and outstanding. **DOCUMENTS INCORPORATED BY REFERENCE** **None.** | | | **TABLE OF CONTENTS** | | | Page | | | | | | | | Cautionary Statement Regarding Forward-Looking Information | 3 | | | | | | | | | PART I | | | | Item 1. | Business | 4 | | | Item 1A. | Risk Factors | 14 | | | Item 1B. | Unresolved Staff Comments | 50 | | | Item 1C. | Cybersecurity | 50 | | | Item 2. | Properties | 50 | | | Item 3. | Legal Proceedings | 50 | | | Item 4. | Mine Safety Disclosures | 50 | | | | | | | | | PART II | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 51 | | | Item 6. | [Reserved] | 52 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 53 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 66 | | | Item 8. | Financial Statements and Supplemental Data | 66 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 67 | | | Item 9A. | Controls and Procedures | 67 | | | Item 9B. | Other Information | 69 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 69 | | | | | | | | | PART III | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 69 | | | Item 11. | Executive Compensation | 74 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 82 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 84 | | | Item 14. | Principal Accountant Fees and Services | 87 | | | | | | | | | PART IV | | | | Item 15. | Exhibits, Financial Statements and Schedules | 88 | | | Item 16. | Form 10K Summary | 89 | | | Signatures | 90 | | In this Annual Report on Form 10-K, all references to Wellgistics Health, Inc., we, us, our or the Company mean Wellgistics Health, Inc.., and its wholly-owned subsidiaries, except where it is made clear that the term means only Wellgistics Health, Inc. The Companys common stock, par value $0.0001 per share, is referred to as common stock. **** | 2 | | | | | **** **CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION** This Annual Report on Form 10-K contains statements that constitute forward-looking statements that are subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Some of the statements in this Annual Report constitute forward-looking statements because they relate to future events or the future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. These forward-looking statements include, but are not limited to, statements regarding our or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: anticipate, believe, continue, could, estimate, expect, intend, may, ongoing, plan, potential, predict, project, seek, should, target, or the negative of these terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These factors include those set forth below and those disclosed under *Risk Factors*, below. Forward-looking statements in this Annual Report may include, for example, statements about: | | | A shift in pharmacy mix toward lower margin plans, margin compression on branded medications, or the increased offering of specialty products, direct and indirect remuneration fees, mail order pharmacy steering, and programs; | | | | | Wellgistics Health deriving a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies; | | | | | Wellgistics Health being adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in the cost to procure prescription drugs; | | | | | changes in economic conditions that adversely affect consumer/client buying practices and market adoption of Wellgistics Healths DelivMeds mobile application and the accompanying revenues to premium access/services; | | | | | Wellgistics Healths relationships with its primary wholesaler for pharmacy operations and Wellgistics Healths manufacturer relationships of its wholesale and hub technology platform subsidiaries; | | | | | changes in the healthcare industry and regulatory environments; | | | | | the effects of competition on Wellgistics Healths future business; | | | | | Wellgistics Healths ability to execute its business plans and strategy; and | | | | | other risks and uncertainties described in the registration statement of which this prospectus forms a part, including, but not limited to, those risks described in the section entitled Risk Factors beginning on page 14 of this Annual Report. | | Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There can be no assurance that future developments affecting us will be those that we have anticipated. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. We have based the forward-looking statements included in this Annual Report on information available to us on the date of this Annual Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. | 3 | | | | | **** **PART I** | ITEM 1. | BUSINESS | | **Overview** Incorporated in 2022, we are a holding company for existing and future planned operating companies centered around pharmaceuticals and healthcare services. We seek to be a micro health ecosystem, with a portfolio of companies consisting of a pharmacy, wholesale operations, and a technology division that provides a novel platform for hub and clinical services. We are focused on improving the lives of patients while delivering unique solutions for pharmacies, providers, pharmaceutical manufacturers, and payors. With the successful integration of its patient-centric approach and innovative healthcare applications, we intend to shift the dynamic of pharmaceutical care to revolve around the patient for a wide range of therapeutic conditions by offering a full spectrum of integrated solutions as a result of leveraging the synergies of its business segments to address access, care coordination, dispensing, delivery, and clinical management of pharmaceutical products ranging from specialty-lite to general maintenance conditions. We currently exist as a holding company conducting business through two wholly owned subsidiaries Wood Sage LLC (Woodsage) and Wellgistics, LLC (Wellgistics LLC)and two indirect subsidiariesAlliance Pharma Solutions LLC d/b/a DelivMeds (n/k/a Wellgistics Tech & Hub, LLC) (DelivMeds) and Community Specialty Pharmacy, LLC (n/k/a Wellgistics Pharmacy, LLC) (Wellgistics Pharmacy). In January 2023, we entered into a Membership Interest Purchase Agreement (the Wood Sage MIPA) with Nikul Panchal, an individual resident of the State of Florida in connection with our acquisition of Wood Sage (the Wood Sage Acquisition). We completed the Wood Sage Acquisition on June 16, 2024, paying Mr. Panchal in shares of our common stock equal to approximately $400,000 issued at a 20% discount. Wood Sage is a holding company incorporated as a limited liability company formed under the laws of Florida on June 27, 2014. To date, Wood Sage has had no operations. In August 2023, Wood Sage acquired 100% of the outstanding membership interests of DelivMeds and Wellgistics Pharmacy. DelivMeds was founded in 2017 as a holding company for technology solutions, namely the DelivMeds technology platform that was recommissioned to serve as a pharmaceutical hub to facilitate the transfer of prescriptions and provide backend clinical concierge services to a network of independent pharmacies. Wellgistics Pharmacy, was founded in 2011 as a retail community specialty pharmacy and has been continuously operating. On May 11, 2023, we entered into a Membership Interest Purchase Agreement with Wellgistics LLC and its owners, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton (the Wellgistics MIPA), whereby we agreed to acquire all of the issued outstanding membership interests of Wellgistics LLC. Wellgistics LLC was founded in 2013 and has been continuously operating. On August 4, 2023, the Company and Wellgistics LLC amended the Wellgistics MIPA to extend the termination date of the Wellgistics MIPA to no later than December 26, 2023, and designate Brian Norton as a representative who may act on behalf of all named sellers in the Wellgistics MIPA. On December 26, 2023, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to March 29, 2024. On March 22, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to August 31, 2024, and to provide for the Company to extend such date for a maximum of ninety days, among other things. On August 23, 2024, the Company and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the purchase price to be paid by us for acquiring Wellgistics LLC, the closing date of the transaction, and certain other terms and conditions. The purchase price that we agreed to pay Wellgistics LLC under the revised agreement consists of: | | | a closing cash payment of $10 million, $1 million of which is payable in immediately available funds to Zions Bank, a creditor of Wellgistics LLC, by wire transfer, and the remainder of which is due no later than the earlier of 45 calendar days following effectiveness of this registration statement and August 30, 2025; | | | | | a promissory note in the aggregate principal amount of $15 million plus simple interest accruing annually equal to the Prime Rate as published by the Wall Street Journal on January 1 of the applicable year, together payable in three equal annual installments commencing on the first anniversary of the date that this registration statement becomes effective; | | | | | bonus payments in the form of the Companys common stock equaling an aggregate value of $10 million that vest over three years and are payable in three equal annual installments; | | | | | bonus payments in the form of the Companys common stock in an aggregate amount of up to $5 million that vest only if certain financial metrics are met, with unvested shares of common stock subject to repurchase by us for a nominal purchase price if such financial metrics are not met; and | | | | | contingent bonus payments consisting of 50% cash and 50% the Companys common stock to the extent that our EBITDA is in excess of 110% of certain established targets for each of the years ended December 31, 2024, December 31, 2025, and December 31, 2026. | | | 4 | | | | | On August 30, 2024, we closed on the acquisition of Wellgistics LLC, thereby making Wellgistics LLCa company focused on wholesale operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant to improve market access to and patient outcomes regarding the medicationsa wholly owned subsidiary of the Company (the Wellgistics Acquisition). On November 4, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million respective bonus payments into an immediate share issuance of 3,999,335 shares of restricted the Companys common stock. 2,666,223 shares of common stock vest in equal annual installments over a period of three years. These shares of common stock are not subject to repurchase by us. 1,333,112 shares have been fully issued, but vest only upon the achievement of certain financial metrics. In the event the stated metrics for the applicable year are not achieved, we can repurchase the applicable portion of the 1,333,112 unvested shares for nominal consideration of $0.0001 per share. On March 6, 2025, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the due date of the $10 million closing cash payment such that the closing cash payment will be due upon the earlier of (i) 120 calendar days following effectiveness of the Registration Statement on Form S-1 that we filed with the SEC on July 22, 2024, as subsequently amended and (ii) or August 30, 2025. We focus on offering specialty-lite or niche pharmaceutical products and services through Wood Sage and support these activities through Wellgistics LLC. We intend to source and distribute these products to our pharmacy subsidiary and our network of independent pharmacy partners throughout the U.S., positioning us to negotiate greater discounts based on market share. Our management believes that our digital pharmacy business, hub and clinical services technology platform, and wholesale distribution operations will place us in a position to provide significant value in this key specialty-lite market by providing patients access and convenience, while providing partners with ready-to-go market solutions with big data. Data released from the Centers for Medicare & Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to $4.5 trillion dollars and accounted for 17.3% of GDP. A deeper dive of this report reveals that total retail prescription drug specialty drug market accounts for less than 10% of total drugs in the market but is responsible for greater than 50% of the prescription drug spend per annum. It is well documented in the literature that the with an expected increase in the health spending share of GDP to 19.7% by 2032. IQVIAS 2024 report on medicine spending trends found that overall spending in the U.S. market for medicines reached $435 billion in 2023. After evaluating reasons for increased healthcare expenditure, poor medication adherence continues to be a challenge that causes unnecessary strain on the healthcare system, including, but not limited to, increased hospital admissions and readmissions rates from medication non-compliance and adverse events. Many of these factors are preventable by empowering patient autonomy in their healthcare journey, identifying cost savings opportunities, and providing access to clinical resources and support. Our management believes that we will be in a prime position to address prescription spending in the specialty lite therapy area while improving patient health outcomes by equipping patients with innovative digital health tools. Our pharmacy business, acquired through the Wood Sage acquisition, has expanded our service coverage area while strengthening its clinical expertise in several key therapeutic categories, including services such as care coordination and patient financial assistance. We anticipates that potential partner relationships will enable the pharmacy business to offer a competitive cash formulary as an alternative option when high insurance deductibles make such formulary economically feasible. Since acquiring Wellgistics LLCs wholesale operations, we intend to expand our wholesale activities by continuing to partner with existing, and establishing new, manufacturer relationships. These relationships will help provide sales and clinical education support to pharmacies purchasing pharmaceutical products. Our planned wholesale operations will help us strategically identify opportunities to wholesale products that are normally not carried by the three largest wholesalers in the U.S. Furthermore, these wholesale activities should help us enter exclusive or semi-exclusive relationships based on a time period to support revenue maximization. We anticipates that new partnerships with group purchasing organizations GPOs will be effective, as such partnerships increase the business divisions visibility with many of our member pharmacies. | 5 | | | | | As a result of the Wood Sage Acquisition, we acquired the novel DelivMeds technology platform that will serve as a pharmacy hub and allow for clinical services to be connected to our pharmacy operations. This platform will allow for an end-to-end mobile application solution whereby patients can digitize their prescription journey. The solution helps to preserve patient autonomy, improve prescription price transparency, and provide additional concierge services in an effort to boost medication adherence and improve patient outcomes. The DelivMeds pharmacy hub will aggregate the data collected from administering the software to provide aggregated reports that are tied to medication adherence and outcomes to make a meaningful impact for all stakeholders involved. **Pharmacy Wellgistics Pharmacy** Wellgistics Pharmacy, was founded in 2011 as a retail community specialty pharmacy. Specializing in HIV/AIDS, the pharmacy obtained accreditation from the Utilization Review Accreditation Commission and the Accreditation Commission for Health Care for Specialty Pharmacy and has performed general pharmacy services in its community. In 2018, Integral Health, Inc. a Delaware corporation (Integral), acquired Wellgistics Pharmacy and relocated Wellgistics Pharmacy to Tampa, Florida. Subsequently, Wellgistics Pharmacy expanded its business operations to perform 340B services by partnering with local clinics and provider groups. During this time period, the pharmacy initiated its pursuit of additional pharmacy state licenses to convert Wellgistics Pharmacys business to a mail order pharmacy. Currently, Wellgistics Pharmacy is licensed in 32 states and the District of Columbia, with superb license coverage along the east coast. As a result of this strategic business shift Wellgistics Pharmacys leadership team chose to voluntarily forfeit Wellgistics Pharmacys specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty pharmacy. Wellgistics Pharmacy provides general and specialty pharmacy services dedicated to servicing the needs of patients, and also provides clinical expertise, technology-driven innovation tools, and administrative efficiencies that support physicians, payers, and pharmaceutical manufacturers. Wellgistics Pharmacy purchases pharmaceuticals including specialty medications from manufacturers and wholesale distributors, fills prescriptions, and labels, packages and delivers these pharmaceuticals to patients homes or physicians offices through contract couriers or carriers. Wellgistics Pharmacy maintains a call center and customer support within its pharmacy located in Tampa, Florida. Wellgistics Pharmacy has several 340B relationships, acting as the dispensing pharmacy for these healthcare facilities. These relationships help drive revenue and prescription volume. Wellgistics Pharmacys direct ownership of a wholesale entity along with our deep-rooted ties to other wholesalers enables Wellgistics Pharmacy to offer a competitive cash-based formulary for the uninsured and underinsured patient populations. Wellgistics Pharmacy continues to see an uptick in utilization, as more patients elect to pay out of pocket due to our low-cost model, which Wellgistics Pharmacy believes is an opportunity to gain market share with small- to medium-size employer groups in a partnership model with other consumer driven healthcare companies. The services that Wellgistics Pharmacy provides to its patients and other constituents are vital to the revenue and prescription volume generated from this division. Wellgistics Pharmacys general and specialty pharmacy services include: | | | Patient Care Coordination: Wellgistics Pharmacys dedicated pharmacy team coordinates and tracks patient adherence and safety. Pharmacists and pharmacy technicians work together to complete patient enrollment and work with prescribers to identify potential adherence failures and implement proactive plans to optimize treatment effectiveness. | | | | | | | | | | Clinical Services: Wellgistics Pharmacys pharmacists, with the assistance of pharmacy technicians, provide clinically-based drug therapy management programs for clients and patients. These programs include new disease state counseling, adverse event monitoring, refill check-ins, and overall medication therapy management (MTM) services. Wellgistics Pharmacys pharmacists work with patients prescribers to identify adherence failures and to implement a proactive plan to achieve intended effectiveness. Wellgistics Pharmacy also provides emergency pharmacy support services. | | | 6 | | | | | | | | Compliance and Persistency Programs: Wellgistics Pharmacys compliance and persistency programs support the needs of patients based on their therapy regimen. High-risk patients are proactively managed by Wellgistics Pharmacys pharmacy teams to ensure adherence to therapy programs. Wellgistics Pharmacy offers special compliance packaging including unit dose and blister packs to promote patient adherence. | | | | | | | | | | Patient Financial Assistance: Wellgistics Pharmacys pharmacy team, in conjunction with its partners, assists patients by navigating their benefits and finds third-party financial assistance to address coverage deficiencies. When available, Wellgistics Pharmacy works with available co-pay assistance programs, including co-pay card enrollment and program management. Wellgistics Pharmacys team also coordinates with many external charitable foundations and research grant organizations that help subsidize the cost of medications for patients. | | | | | | | | | | Prior Authorization: Wellgistics Pharmacys pharmacy team, in conjunction with its partners, assists in coordinating with prescribing physicians and their staff, contacts the patients insurance plan and collects all necessary patient specific information, together with supporting documentation, to provide to the appropriate third party to support reimbursement for the prescribed medication. If the required therapy is not listed on the third-party payers formulary, Wellgistics Pharmacy compiles the necessary information to file a formulary exception on behalf of the patient. | | | | | | | | | | Risk Evaluation and Mitigation Strategy: Wellgistics Pharmacys pharmacy team administers Risk Evaluation and Mitigation Strategy (REMS) protocols on all levels of risk mitigation, which is required by many pharmaceutical manufacturers due to regulatory requirements. The United States Food and Drug Administration (the FDA) requires REMS from certain manufacturers to ensure that the benefits of a drug or biological product outweigh its risks. Manufacturers are required to comply with specific FDA requirements that may include medication use guides, black box warnings/patient package insert language, and a communication plan to healthcare providers. As part of REMS protocols, manufacturers may also be required to comply with Elements to Assure Safe Use (ETASU) to mitigate a specific serious risk listed in the labeling of the drug, including specialized training and certifications, required dispensing locations, patient monitoring, and associated reporting. Wellgistics Pharmacy has standard operating procedures in place to support all aspects of a REMS program, including REMS administration, REMS drug fulfillment, disease management, medication guide dispensing, and the ETASU specific to a pharmaceutical manufacturers program. | | The current Wellgistics Pharmacy revenue model is based on prescription fulfillment and reimbursement from payors (i.e., insurance companies/pharmacy benefit managers) and patient copayments for prescription drugs. Wellgistics Pharmacy performs and absorbs the cost of the general and specialty pharmacy services. The value of the combined Wellgistics Pharmacy and DelivMeds model is to the opportunity to centrally perform the general and specialty services on behalf of our network of independent pharmacies, leveraging proprietary technology solutions thereby reducing network pharmacy administrative burden and associated costs. Our current financials do not reflect income for these general and specialty services on behalf of the network partner pharmacies. In the near future, we expect that our model will generate recurring SaaS transaction fees for use of our technology to transfer prescriptions into the network. Revenue driven by this model will be derived from pharmaceutical manufacturers and other strategic channel partners paying for the following services: patient care coordination, clinical services, compliance and persistency programs, patient financial assistance, prior authorizations and access to data. **Wholesale Wellgistics LLC** Wellgistics LLC was founded in 2013 and is a 50-state FDA licensed and National Association of Boards of Pharmacy (NABP)-accredited pharmaceutical wholesaler distributor, bridging the gap between small- to mid-size pharmaceutical manufacturers and independent retail pharmacies. Serving over 5,000 registered pharmacies nationwide, Wellgistics LLC provides significant value by offering competitive pricing, unique products, and exceptional service, while also promoting manufacturers products to a diverse range of pharmacies. Wellgistics LLCs primary focus is on supporting independent retail pharmacies in search of better products, prices, and services, thereby ensuring their growth and sustainability in the competitive pharmaceutical sector. Since we acquired Wellgistics LLC, it has served, and will continue to serve, as the wholesale arm of our healthcare ecosystem. | 7 | | | | | Wellgistics LLC provides distribution and 3PL services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60 manufacturing relationships, Wellgistics LLC identifies niche therapeutic products and works with its manufacturing clients to increase market access and visibility of its client relationships with product awareness and support campaigns. Specifically, Wellgistics LLC helps promote product distribution through its network of pharmacy buyers by providing sales and marketing support. These services include providing product education, identifying opportunities for therapeutic substitution when clinically relevant, and cost savings opportunities for pharmacies and their patients. Wellgistics LLCs portfolio of products is comprised of approximately 65% topical generics with a primary focus on the dermatology market, approximately 20% oral generic formulations primarily in the non-narcotic pain category, approximately 10% oral and topical brand formulations, and approximately 5% in the over-the-counter market space. Wellgistics LLCs investments in cold chain infrastructure will position this division to compete in the specialty-lite therapy category while also expanding our ability to house additional branded products. The services provided to our manufacturing clients, pharmacy buyers, and other constituents described below are paramount to the revenue generated from this division. Wellgistics LLCs wholesale services include: | | | Distribution: Wellgistics LLCs distribution segment specializes in distributing branded and generic pharmaceuticals, as well as over-the-counter healthcare and consumer products throughout the United States. Wellgistics LLCs primary distribution center is located in Lakeland, Florida and another facility is located in Columbus, Ohio. The Wellgistics LLC main office is located in Tampa, Florida, which serves as the primary location for Wellgistics Healths sales and customer service team members operate in a hybrid model, with some working in Florida and others working remote. This segment is dedicated to supporting independent retail pharmacies in search of competitive pricing, unique products, and exceptional services, ensuring their growth and sustainability within the competitive pharmaceutical sector. | | | | | | | | | | Third-Party Logistics: Wellgistics LLCs 3PL segment focuses on providing various services, including warehousing, inventory management, pick and pack, and shipping, to small and mid-size pharmaceutical manufacturers. By investing in FDA-regulated warehouse facilities and a state-of- the-art cold chain infrastructure, Wellgistics LLC ensures the highest standards of product integrity and timely delivery. This segment allows Wellgistics LLC to offer comprehensive supply chain solutions to both manufacturer partners and independent retail pharmacies. | | **Technology (Hub & Clinical Services) Alliance Pharma Solutions, LLC (dba DelivMeds)** DelivMeds was founded in 2017 as a holding company for technology solutions wholly owned by Integral. In 2020, DelivMeds recommissioned its technology project so that it would serve as a pharmaceutical hub, facilitating prescription transfer and clinical concierge services to a network of independent pharmacies. Powered by Wellgistics Pharmacy as the backend pharmacy, DelivMeds is the frontend technology serving as the middleware between all key stakeholders referenced in what we refer to as the 5P-Model: Patients, Providers, Pharmacies, Payors or Pharmacy Benefit Plans (PBMs), and Pharmaceutical Manufacturing Companies. DelivMeds aims to preserve patient autonomy, improve price transparency, and aide in making a meaningful impact on patient outcomes by eliminating barriers to therapy while simultaneously boosting adherence. We will work with channel partners such as pharmaceutical manufacturers, provider groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered pharmacy services. DelivMeds business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy and subsequently transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data to improve its respective business operation and or improve its renumeration from the value-based services the clinical concierge arm provides. Wood Sage acquired DelivMeds in August 2023, and we acquired Wood Sage in June 2024. We anticipate that DelivMeds will serve as the middleware technology arm to our integrated healthcare ecosystem. | 8 | | | | | DelivMeds hub and clinical services include: | | | Robust Hub Pharmacy Network: DelivMeds has relationships with multiple entities (i.e., pharmacy management software (PMS) systems, wholesalers, buying groups, secondary channel partners, etc.) and their pharmacy networks to provide a robust pharmacy network for prescription dispensing services which spans across all 50 states. | | | | | Patient Care Coordination: DelivMeds dedicated pharmacy team coordinates and tracks patient adherence and safety. Pharmacists and pharmacy technicians work together to complete patient enrollment and work with prescribers to identify potential adherence failures and implement proactive plans to optimize treatment effectiveness. | | | | | Clinical Services: DelivMeds pharmacists, with the assistance of its pharmacy technicians, provide clinically based drug therapy management programs for clients and patients. These programs include new disease state counseling, adverse event monitoring, refill check-ins, and overall MTM services. DelivMeds pharmacists work with patients prescribers to identify adherence failures and to implement a proactive plan to achieve intended effectiveness. DelivMeds also provides emergency pharmacy support services. DelivMeds pharmacists also provide phone, email, and chat support. In the near future, DelivMeds will begin providing many of these services virtually, through its tele-pharmacy program to make it easier for patients to connect with clinical pharmacists from its mobile application. | | | | | Patient Compliance Programs: DelivMeds compliance and persistency programs support the needs of patients based on their therapy regimen. DelivMeds facilitates screening and follow-up with high-risk patients based on concomitant medications to ensure compliance with therapy programs. DelivMeds data analytics platform aggregates adherence data to identify these patients to allow for proactive interventions to ensure adherence to therapy programs. | | | | | Benefits Investigation: DelivMeds standard procedures require that DelivMeds conducts a benefits investigation for each patient. In addition to verifying patient eligibility, DelivMeds screens for prior authorization status prior to adjudicating the claim and also determine the projected deductibles, coinsurance, and out-of-pocket maximums to assist the patient with adhering to therapy programs and/or working with the prescriber to identify alternative recommendations. DelivMeds specialists provide all necessary coding for the prescribed therapy or service. Any prior authorization or predetermination requirements are defined at the time of the benefits investigation. | | | | | Patient Financial Assistance: DelivMeds pharmacy team, in conjunction with its partners, assists patients by navigating their benefits and finds third-party financial assistance to address coverage deficiencies. When available, DelivMeds works with available cash drug discount providers, manufacturer co-pay cards, co-pay payment plans, including co-pay card enrollment and program management. DelivMeds team also coordinates with many external charitable foundations and research grant organizations that help subsidize the cost of medications for patients. | | | | | Prior Authorization: DelivMeds pharmacy team, in conjunction with its partners, assists in coordinating with the prescribing physicians and their staff, contacts the patients insurance plan and collects all necessary patient specific information, together with supporting documentation, to provide to the appropriate third party to support reimbursement for the prescribed medication. If the required therapy is not listed on the third-party payers formulary, DelivMeds compiles the necessary information to file a formulary exception on behalf of the patient. These services work to minimize prescription abandonment while simultaneously improving outcomes and revenue optimization for provider groups and pharmaceutical manufacturing clients. | | | | | Data Access & Reporting: DelivMeds hub platform technology is able to produce de-identified customizable reports tailored to the requirements of each channel partner. These reports enable clients to conduct data mining on prescribing patterns, insurance coverage, and track and trace dispositions status, among many others. DelivMeds technology arm has also created real-time data dashboards for enterprise clients such as Account Care Organizations (ACOs), payors, and health systems. | | | | | AI Driven Technology: DelivMeds hub platform uses artificial intelligence to facilitate a convenient and easy-to-use pharmacy experience for users of DelivMeds digital pharmacy and mobile technology solutions. DelivMeds smart algorithm conducts efficient routing of prescriptions to partner pharmacies based on PBM/payor contracts, pharmacy state licenses, pricing, and other location features such as hours of operations and service level provided, thereby eliminating delays with receiving prescription products and time to initiate therapy. DelivMeds application will also auto-apply discount and manufacturer copay cards based on eligible commercial plans or cheaper cash options. | | | 9 | | | | | | | | Optimized Prescription Journey: DelivMeds mobile technology provides an easy button for refill reminders and processing, which can be initiated by the dispensing pharmacy or the patient. Reminders in the form of push notifications, texts, and emails are all configurable. Through our application and with our integrated pharmacy partners, DelivMeds is able to provide the end-to-end solution, assisting with co-pay collection, providing 100% pass through to DelivMeds integrated partner pharmacies, and arranging for the delivery of that medication via DelivMeds nationwide partnerships with Lyft and Roadie. | | **The 5P-Model** We aim to provide value to all stakeholders along the continuum of healthcare delivery in what is known as its 5P-Model: Patients, Providers, Pharmacies, Payors or PBMs and Pharmaceutical Manufacturing Companies. We believe that the combined synergies of our subsidiaries will position us uniquely to increase patient medication adherence, improve price transparency for all stakeholders, and provide an all-around better patient/pharmacy centric experience. **Patients** Our core focus is on patients and our DelivMeds technology platform helps patients adhere to complex medication therapies, process refills and manage any side effects and insurance concerns to ensure they get the best standard of care. The clinical efficacy of drug therapies, especially for chronic conditions, is typically enhanced when patients precisely follow their prescribed treatment regimens (including dosing and frequency). We further believe that medication non-adherence (i.e., patients not following the instructions for their medication or failing to finish taking their medication) can contribute to a substantial worsening of disease and, in some cases, accelerated mortality, which increases hospital and other healthcare costs. Through DelivMeds, we have established benchmarks for patients based on the Healthcare Effectiveness Data and Information Set (HEDIS), National Committee for Quality Assurance, and Utilization Review Accreditation Commission (URAC) standards to help patients achieve adherence rates greater than 80 90% based on the disease state. We also help identify third-party funding support programs through DelivMeds to help cover expensive out-of-pocket costs. Our DelivMeds technology platform helps manage patients complex disease states through counseling and education regarding their treatment and by providing ongoing monitoring and, in some cases, proactive follow-up contact to encourage patient adherence to their prescribed therapy. The goal of DelivMeds patient care programs is to provide clinical services in a caring and supportive environment, optimize medication adherence, prevent disease progression and improve therapeutic effectiveness. To accomplish this, we, through DelivMeds, focus on each patient and provide solutions related to medication access, tolerance and adherence. Further, DelivMeds digital pharmacy concept with mobile technology is able to provide these additional benefits: | | | Autonomy: Patients will be able to select the pharmacy of their choice based on a proprietary algorithm that factors numerous variables and data points for smart selection. | | | | | Convenience: The ability to receive medication via same-day delivery, mail order and or pick up options. Patients do not need to wait in long lines or waste time. They have a plethora of network pharmacies to choose from. | | | | | Transparency: Easy to use application that provides streamlined information and fair market value pricing for services rendered. | | | | | Cost Savings: Competitive pricing with options to process via insurance, cash and or with a drug discount card. | | | | | Clinical Value: A complete arsenal of clinical services bundled with the application from telehealth, tele-pharmacy, Rx interaction reports, basic disease and drug information and refill reminder programs. | | | 10 | | | | | **** **Providers** Our team will work with provider offices, groups, and ACOs to manage prior-authorization and other managed care organization requirements, such as the denial and appeal process, to ensure that complicated administrative tasks do not impair the delivery of quality patient care. Our focus on specialty-lite and general maintenance conditions will enable us to develop strong relationships with clinical experts and thought leaders in key therapeutic categories. We will leverage these relationships to gain greater visibility into future drug launches and to stay current on the latest advances in patient care. We will assist prescribers with personalized and intensive patient support by providing care management related to their patients pharmacy needs and improving patient adherence to therapy protocols. We hope to eliminate the need for physicians to carry inventories of high-cost prescriptions by distributing medications directly to patients homes via the DelivMeds network of independent partner pharmacies. We will also assist providers and their clinical and non-clinical staff members by performing many of the administratively intensive tasks associated with benefits investigations, prior authorizations, and other reimbursement-related matters. Further, we will assist physicians by helping their patients manage the side effects of their therapies and by monitoring adherence. We also will deliver clinical updates in the form of reporting. These reports will be tailored to each organizations requests by our data analytics team. These physicians will provide clinical updates and assist with managing the pipeline of potential new therapies. our custom de-identified reports will shed light on patients that enroll into patient compliance programs and also provide keen insights on engagements and or interventions made. Our goal is to improve the renumeration potential for these providers by boosting medication adherence and improving their HEDIS scores. Further, our digital pharmacy concept with mobile technology will be able to provide these additional benefits: | | | Reporting: Providers too often are disconnected with patients once they leave the practice. Prescriptions can be stopped months before the next office visit, adverse reactions or side effect develop or the medication is transferred to another pharmacy without provider knowledge. | | | | | Adherence: Reports demonstrate compliance or adherence issues that can alert providers to become engaged sooner rather than later. The solution we are developing will enable providers to receive data on an easy to use and customizable dashboard that will allow providers to tweak variables associated to adherence. | | | | | HEDIS: HEDIS is one of health cares most widely used performance improvement tools. Providers are often reimbursed based on their performance in managing patients. The combination of clinical and concierge services help improve adherence to therapy which in turn boosts HEDIS scores for providers. | | | | | Convenience: An all-in-one solution that provides an integrated healthcare ecosystem that revolves around the patient. Instead of sending prescriptions to multiple pharmacies, providers can select one pharmacy which empowers the patient to pick and choose what variables are important to them for dispensing. | | | | | Efficiency: DelivMeds assists patients with locating the best option for their needs while also coordinating benefits such as prior authorizations, applying manufacturing copay cards, analyzing formularies, etc. | | **Pharmacies** Wellgistics Pharmacy acts as a digital non-dispensing pharmacy with the primary goal of routing prescriptions to an independent partner pharmacy based on, for example, patient preference, pharmacy capability, and access to prescription drugs. In the event that a patient elects mail order service delivery, we intend to use the back-end pharmacy to fulfill the prescription for the patient. Our relationship with our network of independent pharmacies is expected to help grow their business organically by transmitting prescriptions that we will be able to adjudicate without disrupting pharmacy workflow and causing undue delay to patients. Our networks will be broken down into the following categories: | | | Integrated Network: in-network independent pharmacies utilizing Best Rx as their PMS system where our hub technology platform will be able to electronically transfer prescriptions due to the integrations with the software. | | | | | Soft Network: in-network independent pharmacies that are not integrated and receive prescriptions transfer via facsimile transmission. This capability will enable us to onboard any of the independent pharmacies in the U.S. | | | 11 | | | | | | | | Retail Network: out of network pharmacies that have not onboarded with DelivMeds. Patients reserve the right to have their prescription sent to any of the 65,000+ pharmacies in the U.S. However, they will be unable to manage the prescription via DelivMeds mobile technology. | | | | | Mail Order Network: Wellgistics Pharmacy will serve as our in-network independent pharmacy when patients elect to receive their prescriptions via mail. | | Our management believes DelivMeds digital pharmacy concept with hub services will be able to provide the following benefits to partner pharmacies who join the DelivMeds network: | | | Streamlined Workflow: A key differentiator when compared to other applications or programs claiming to have similar capabilities as DelivMeds is workflow system integration. DelivMeds integrates with pharmacies PMS systems in conjunction with workflow processes to provide an interoperable solution, resolves PAs before the prescription is sent to pharmacy, provides copay collection which is 100% pass through and coordinating the order delivery; | | | | | Increased Revenue: Participation in the network will enable pharmacies to receive additional prescriptions outside of their normal patient base. An increase in prescription count will lead to an increase in revenue. Many of the services provided by DelivMeds also eliminate overhead expenses through automation and patient engagement via the app; | | | | | Larger Patient Diversification: Opportunity to scale and reach more patients that may not have heard of the pharmacy. Through the proprietary smart pharmacy algorithm, pharmacies are presented to patients based off of their merit and services rendered; and | | | | | Additional Renumeration Opportunities: Every prescription dispensed through the network partners will have an opportunity to engage in clinical education services via tele-pharmacy. These consultations provide a unique renumeration opportunity to bill for clinical services with our easy-to-use technology. | | **Pharmaceutical Manufacturing Companies** We expect that we will be able to provide pharmaceutical manufacturers with a strong distribution channel for existing pharmaceutical products through the coverage and clinical expertise of Wellgistics LLCs main distribution facility in Lakeland, Florida and supporting regional locations. In many cases, our national presence and patient centric care model will be critical to becoming a selected partner in the launch of new products. When providing new products to patients, implementing a monitoring program through DelivMeds to promote adherence to the prescribed therapy, and subsequently aggregating valuable clinical information on behalf of the manufacturer can significantly aid in pharmaceutical manufacturers evaluations of product efficacy and general market access. DelivMeds receives fees, which we will record as revenue, from certain pharmaceutical manufacturers in return for providing them with a reliable hub pharmacy network and the associated data in the form of reporting or a real-time data analytics dashboard, among other services. DelivMeds offers specialized and highly customized prescription programs for pharmaceutical companies to help them optimize, encourage, and track patient adherence, which helps drive the clinical and commercial success of specialty-lite and other drug products. Through DelivMeds customer engagement call center, DelivMeds promotes educational, sales, and marketing-related services to help pharmaceutical manufacturers cultivate channel strategies as part of their commercial launch preparation, specifically with pharmacy buyers. DelivMeds further provides pharmaceutical manufacturers with an established distribution channel for their existing pharmaceuticals and their new product launches. In some cases, DelivMeds believes that these engagements have led to exclusive rights to administer the products of these pharmaceutical companies or a trial period of exclusivity. The adherence rates that result from the patient-centered services directly benefit pharmaceutical manufacturers through clinically appropriate continuity of care of patients that utilize their products who might otherwise have not achieved full benefit from, or failed to achieve the benefit from, their prescribed therapies. In addition, the financial assistance and reimbursement management DelivMeds provides to patients from the digital pharmacy division acts further to drive pharmaceutical sales. Pharmaceutical manufacturers frequently seek patient data on the efficacy and utilization of their products, which DelivMeds provides in a de-identified format compliant with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). These data provide valuable drug level and clinical information in the form of effectiveness and adherence data to manufacturers to aid in their evaluation of product safety and efficacy. DelivMeds continues to make significant investments in technological upgrades that will enable Wellgistics Health to better provide such analytical services. | 12 | | | | | We intend to actively monitor the drug pipeline and maintain dialogue with a significant number of biotechnology and pharmaceutical manufacturers to identify opportunities in pre- and peri-commercial stages of drug development. We believe that limited distribution has become the delivery system of choice for many drug manufacturers because it is conducive to smaller patient populations, facilitates high patient engagement, provides clinical expertise, and elevates focus on service, managing drug supply, real world utilization and patient specific product experience. We also believe the trend toward limited distribution of specialty drugs will continue to expand, making strong representation in this area essential. The DelivMeds digital pharmacy concept with hub services can provide these additional benefits to partner pharmacies who join DelivMeds network: | | | Reporting: One of the main components that demonstrates value for manufacturers is reporting metrics. DelivMeds is able to provide customized reporting on a granular level from its centralized database of pharmacies within the network. This in turn drives value across the supply chain as DelivMeds uses these rebates or subsidies to drive down costs in other areas for patients, creating a holistic value-based system. | | | | | Compliance: Provider and pharmacy compliance through patient engagement within the app enables DelivMeds to ensure there are no gaps in therapy by executing and implementing refill reminder programs, working with providers on prior authorizations, automating refill requests, applying copay assistance programs, etc. Tied to prescription adherence, most patients discontinue therapy within the first couple of weeks of starting a regimen. By creating concierge services powered by retail pharmacists through our technology platform, DelivMeds provides pharmacists with an opportunity to get involved and make impacts before a patient discontinues therapy. In the event the retail pharmacist cannot assist, DelivMeds utilizes its network of clinical pharmacists to resolve patient concerns or potential red flags triggered by our application. | | | | | Wholesale Operations: Through its wholesale operations, Wellgistics LLC is able to provide pharma companies with the ability to leverage Wellgistics LLCs distribution network of over 5,000 participating pharmacies and serve as a single point for contracting. Wellgistics LLC is able to handle the ordering and returns associated with product purchases while also working with the pharmacies on fee collection and billing cycles. The ability to eliminate charge backs and effectively conduct revenue cycle management due to our cash flow serves as a win-win strategy for all. | | | | | Third-Party Logistics Provider: Wellgistics LLCs warehouse operations can assist new manufacturers with the ability to pick, pack, and ship orders with Wellgistics LLCs multi-state distribution centers. This removes added operational costs with setting up services in house along with the multitude of operational and administrative costs. | | | | | Integrated Pharmacy Network with Key Performance Indicators: DelivMeds has a robust network of pharmacy providers that span traditional enterprise, regional enterprise, and independent pharmacies via Integral platform and mail order options that are multi-state licensed. Within this vast network, DelivMeds has carved out a preferred network that is continuously evaluated on key performance indicators such as prescription adherence, refill percentage, prior authorization success, prescription turnaround therapy and prescription days covered. These performance indicators are benchmarks for several national accrediting bodies in pharmacy and are used as the gold standard in selecting pharmacies to have preferred distribution channels for manufacturer direct relationships. | | **Payors & Pharmacy Benefit Managers** The last component of the 5P-Model consists of payors and PBMs. With the increasing trend of vertical integration in healthcare, the industry is seeing more alignment across payors, PBMs, pharmacies, specialty pharmacy, digital health, primary care, and in home medical services. The notable acquisitions in the payor and PBM space include CVS/Caremark and Aetna, United Healthcare and Optum Rx, and Cigna and Express Scripts. Many of the other PBMs have similar relationships including Prime Therapeutics and Blue Cross Blue Shield, Humana and DST Solutions, and the recent acquisitions made by Anthem. | 13 | | | | | With healthcare systems shifting from fee-for-service to value-based care, these companies are looking for strategic acquisitions or partnerships to taper the rising cost of healthcare. Self-funded organizations are on the rise and added government and regulatory pressure on the PBM industry as a whole is priming this market to re-evaluate antiquated business models and foster an environment with better pricing transparency. Managed care models such as per member per month with revenue sharing on savings has become largely popular in the healthcare space. Although we currently are not servicing a payor or PBM today, we see this as an opportunity to penetrate this market based on synergistic services aimed at controlling high drug spend and improving patient outcomes. Further, our management believes that DelivMeds digital pharmacy concept with mobile technology is able to provide payors and PBMs with aggregate data to provide these additional benefits: | | | Compliance (Programs): Enrolling patients into loyalty programs that rewards them for adherence to therapies, participation or patient engagement in clinical education programs that directly impact patient behavior and refill reminder programs to alert patients to stay on top of medication management. | | | | | Compliance (Therapy): Programs with healthcare professionals spanning from Board-Certified Medical Providers for telehealth services to Clinical Pharmacists for tele-pharmacy services such as initial prescription counseling, monitoring side effects, adverse drug event reporting and MTMs. | | | | | Compliance (Costs): Providing patients with cash-alternative options to supplement the expenses of insurance-based services. For payors lacking an integrated PBM, DelivMeds can serve as an integrated healthcare ecosystem providing mail order service, an integrated pharmacy network, and wholesale prescription acquisition pricing. | | | | | Compliance (Transportation): A well-known barrier to patient adherence for medical visits and prescription therapy is transportation impediments. DelivMeds solves this issue for patients by working with national delivery partners and getting meds to the doors of patients. | | | | | Reducing Expenses: Through the various synergistic clinical programs, DelivMeds plays a direct role in improving patient outcomes which aid payors and PBMs in reducing long-term costs associated with nonadherence such as hospitalizations and procedures. | | | ITEM 1A. | RISK FACTORS | | **Summary Risk Factors** *Below is a summary of the principal factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading Risk Factors and should be carefully considered, together with other information in this Annual Report and our other filings with the SEC, before making an investment decision regarding our securities.* ** | | | Our limited operating history as a combined company and our evolving business make it difficult to evaluate our current business and future prospects and increases the risk of your investment. | | | | | Wellgistics Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health from realizing the expected benefits of these transactions. | | | | | Reductions in third-party reimbursement levels, from private or governmental agency plans, and potential changes in industry pricing benchmarks for prescription drugs could materially and adversely affect Wellgistics Healths results of operations. | | | | | A shift in pharmacy mix toward lower margin plans, margin compression on branded medications, increased offering of specialty products, direct and indirect remuneration, DIR fees, mail order pharmacy steering, and programs could adversely affect Wellgistics Healths results of operations. | | | | | Wellgistics Health will derive a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies and Wellgistics Healths participation in the pharmacy provider networks of these companies may be restricted or terminated. | | | | | Wellgistics Health could be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in the cost to procure prescription drugs. | | | 14 | | | | | | | | Consolidation and strategic alliances in the healthcare industry could adversely affect Wellgistics Healths business operations, competitive positioning, financial condition and results of operations. | | | | | Changes in economic conditions could adversely affect consumer/client buying practices and market adoption of Wellgistics Healths DelivMeds mobile application and the accompanying revenues to premium access/services. | | | | | Inflationary pressures could have a material impact on Wellgistics Healths business and operations. | | | | | The industries in which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics could adversely impact us. | | | | | If Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Healths customers, Wellgistics Healths businesses and results of operations could be adversely impacted. | | | | | Wellgistics Health may be unable to achieve Wellgistics Healths environmental, social and governance goals. | | | | | Wellgistics Healths business results will depend on Wellgistics Healths ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Healths healthcare ecosystem. | | | | | Disruption in Wellgistics Healths global supply chain could negatively impact Wellgistics Healths businesses. | | | | | Wellgistics Healths business and operations will be subject to risks related to climate change. | | | | | Wellgistics Healths business is primarily focused on certain therapeutic targets, making it vulnerable to risks associated with having therapeutically concentrated operations. | | | | | Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on Wellgistics Healths future performance. | | | | | We are highly dependent on the continued service of our directors and officers, whose financial interests may conflict with the interests of investors. | | | | | Failure to renew facility leases in a timely manner could have an adverse impact on Wellgistics Healths business operations. | | | | | Wellgistics Health may not be able to maintain business, scale for growth, renew pharmacy and wholesale state licenses, and retain commercial and federal contracts while preventing restrictions and termination. | | | | | Wellgistics Healths relationships with Wellgistics Healths primary wholesaler for pharmacy operations and Wellgistics Healths manufacturer relationships for Wellgistics Healths wholesale and hub technology platform entities will be critical to Wellgistics Healths success. | | | | | Wellgistics Health will outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs. | | | | | Wellgistics Health may not be successful in executing elements of Wellgistics Healths business strategy, which may have a material adverse impact on Wellgistics Healths business and financial results. | | | | | Wellgistics Healths growth strategy is partially dependent upon Wellgistics Healths ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships and alliances. | | | | | Businesses acquired by Wellgistics Health could experience losses or liabilities that would result in a material adverse effect on Wellgistics Healths business operations, results of operation and financial condition. | | | | | Wellgistics Health may make investments in companies over which Wellgistics Health does not have sole control and some of these companies may operate in sectors that differ from Wellgistics Healths operations and have different risks. | | | | | The success of Wellgistics Healths hub technology platform and clinical services depends on the willingness of participants in the network of independent partner pharmacies to continue receiving prescriptions and enrolling in a-la-carte services for outsourced work. | | | | | A significant disruption in Wellgistics Healths information technology and computer systems or those of businesses Wellgistics Health relies on could harm Wellgistics Health. | | | | | Privacy and data protection laws will increase Wellgistics Healths compliance burden and any failure to comply could harm Wellgistics Health. | | | 15 | | | | | | | | Wellgistics Health and businesses with which Wellgistics Health will interact may experience cybersecurity incidents and might experience significant computer system compromises or data breaches. | | | | | Wellgistics Health will be subject to electronic payment-related and other financial services risks that could increase Wellgistics Healths operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt Wellgistics Healths business operations. | | | | | Wellgistics Health and its subsidiaries have, and entities that Wellgistics Health may acquire could have, significant outstanding debt. The debt and associated payment obligations of Wellgistics Health and its current and future subsidiaries could significantly increase in the future if Wellgistics Health and its current or future subsidiaries incur additional debt and do not retire existing debt. | | | | | Wellgistics Healths quarterly results may fluctuate significantly based on seasonality and other factors. | | | | | Wellgistics Health has a substantial amount of goodwill and other intangible assets which could, in the future, become impaired and result in material non-cash charges to Wellgistics Healths results of operations. Wellgistics Health may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations, and stock price. | | | | | Acquisitions Wellgistics Health pursues in its industry and related industries could result in operating difficulties, dilution to Wellgistics Healths stockholders and other consequences harmful to Wellgistics Healths business. | | | | | Wellgistics Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets, including goodwill. | | | | | Wellgistics Healths level of debt may negatively impact its liquidity, restrict its operations and ability to respond to business opportunities, and increase its vulnerability to adverse economic and industry conditions, especially given that Wellgistics Healths bank debt contains a variable interest rate component based on its corporate credit ratings. | | | | | Wellgistics Healths existing credit agreement and any other credit or similar agreements into which Wellgistics Health may enter in the future may restrict its operations, particularly Wellgistics Healths ability to respond to changes or to take certain actions regarding its business. | | | | | Wellgistics Healths business is subject to substantial governmental regulation. | | | | | Changes in the healthcare industry and regulatory environments may adversely affect Wellgistics Healths businesses. | | | | | Wellgistics Health will be exposed to risks related to litigation and other legal proceedings. | | | | | A significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect on Wellgistics Healths reputation and profitability. | | | | | Wellgistics Health could be adversely affected by product liability, product recall, personal injury or other health and safety issues. | | | | | Wellgistics Health could be subject to adverse changes in tax laws, regulations and interpretations or challenges to Wellgistics Healths tax positions. | | | | | Despite the actions Wellgistics Health will take to defend and protect its intellectual property, Wellgistics Health may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Wellgistics Healths efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly. | | | | | Third-party claims that Wellgistics Health is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected. | | | | | Wellgistics Healths intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on Wellgistics Healths ability to prevent others from commercially exploiting products similar to Wellgistics Healths. | | | | | In addition to patented technology, Wellgistics Health will rely on its unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how. | | | 16 | | | | | | | | Wellgistics Health may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed alleged trade secrets of its employees former employers. Wellgistics Health may be subject to damages if its current or former employees wrongfully use or disclose Wellgistics Healths trade secrets. | | | | | Wellgistics Health will incur increased costs as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities and corporate governance practices. | | | | | Wellgistics Healths management team has limited experience managing a public company. | | | | | Wellgistics Healths ability to be successful will depend upon the efforts of Wellgistics Healths board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of Wellgistics Healths business. | | | | | Delaware State Law includes anti-takeover provisions. | | | | | Claims for indemnification by Wellgistics Healths directors and officers may reduce Wellgistics Healths available funds to satisfy successful third-party claims against Wellgistics Health and may reduce the amount of money available to Wellgistics Health. | | | | | If securities or industry analysts do not publish or cease publishing research or reports about Wellgistics Health, its business, or its market, or if they change their recommendations regarding Wellgistics Healths securities adversely, the price and trading volume of Wellgistics Healths securities could decline. | | | | | There can be no assurance that Wellgistics Health Common Stock will be approved for listing on Nasdaq or, if approved, will continue to be so listed, or that Wellgistics Health will be able to comply with the continued listing standards of Nasdaq. | | | | | If and when our Common Stock is publicly traded, it may be subject to the penny stock rules which may make it more difficult to sell our Common Stock. | | | | | An active market for Wellgistics Healths securities may not develop, which would adversely affect the liquidity and price of Wellgistics Healths securities. | | | | | The market price of Wellgistics Health Common Stock may decline as a result of sales, or perceived sales, by Wellgistics Health in the public market or otherwise. | | | | | Future sales, or the perception of future sales, by Wellgistics Health or its stockholders in the public market could cause the market price for Wellgistics Health Common Stock to decline. | | | | | Wellgistics Health qualifies as an emerging growth company and a smaller reporting company within the meaning of the Securities Act. If Wellgistics Health takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, Wellgistics Healths securities may be less attractive to investors and, therefore, may make it more difficult to compare Wellgistics Healths performance with other public companies. | | | | | Certain existing stockholders acquired our securities at a price below the current trading price of such securities and may experience a positive rate of return based on the current trading price. | | **Risk Factors** **Risks Related to Our Business** **Our limited operating history as a combined company and our evolving business make it difficult to evaluate our current business and future prospects and increase the risk of your investment.** We were incorporated in 2022 for the purpose of acquiring and integrating various companies in the health care industry. Our limited operating history and rapidly evolving business make it difficult to evaluate our current business, future prospects and plan for growth. We will continue to encounter significant risks and uncertainties frequently experienced by growing companies in rapidly changing and heavily regulated industries, such as attracting new customers to our products and services; retaining customers and encouraging them to utilize new products and services that we make available; competition from other companies; hiring, integrating, training and retaining skilled personnel; developing new solutions; determining prices for our solutions; unforeseen expenses; challenges in forecasting accuracy; and new or adverse regulatory developments affecting aspects of the aerospace and defense industry. Further, because we depend, in part, on market acceptance of our newer and future products and services, it is difficult to evaluate trends that may affect our business and whether our expansion will be profitable. If we have difficulty launching new products or services, then our reputation may be harmed and our business, financial condition and results of operations may be adversely affected. If our assumptions regarding these and other similar risks and uncertainties that relate to our business, which we use to plan our business, are incorrect or change as we gain more experience operating as a combined company, or if we do not address these challenges successfully, our operating and financial results could differ materially from our expectations and our business could suffer. | 17 | | | | | **** **Wellgistics Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health from realizing the expected benefits of these transactions.** Wellgistics Healths success depends on Wellgistics Healths ability to realize the anticipated benefits of combining the operations of the Wellgistics LLC and Wood Sage with Wellgistics Health in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees from either of Wood Sage or Wellgistics LLC, the disruption of each companys ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect Wellgistics Healths ability to continue relationships with the Wood Sages or Wellgistics LLCs customers, employees or other third parties, or Wellgistics Healths ability to achieve the anticipated benefits of the Wood Sage Acquisition and Wellgistics Acquisition and could harm Wellgistics Healths financial performance. If Wellgistics Health is unable to successfully or timely integrate the operations of the Wood Sage or Wellgistics LLC with its business, Wellgistics Health may incur unanticipated liabilities and be unable to realize the revenue growth, operating efficiencies, synergies and other anticipated benefits resulting from such transactions and Wellgistics Healths business, results of operations, and financial condition could be materially and adversely affected. **Reductions in third-party reimbursement levels, from private or governmental agency plans, and potential changes in industry pricing benchmarks for prescription drugs could materially and adversely affect Wellgistics Healths results of operations.** The substantial majority of the prescriptions Wellgistics Health will fill at Wellgistics Healths Wellgistics Pharmacy division will be reimbursed by third-party payers, including private and governmental agency payers. The continued efforts of health maintenance organizations, managed care organizations, PBM companies, governmental agencies, and other third-party payers to reduce prescription drug costs and pharmacy reimbursement rates, as well as litigation and other legal proceedings relating to how drugs are priced, may adversely impact Wellgistics Healths results of operations. In the U.S., plan changes with rate adjustments often occur in January and July and Wellgistics Healths reimbursement arrangements may provide for rate adjustments at prescribed intervals during their term. In addition, the timing and amount of periodic contractual reconciliations payments can vary significantly and may not follow a predictable path. Further, in an environment where some PBM clients utilize narrow or restricted pharmacy provider networks, some of these entities may offer pricing terms that Wellgistics Health may not be willing to accept or otherwise restrict Wellgistics Healths participation in their networks of pharmacy providers. This may also impact the ability for Wellgistics Healths pharmacy network partners to adjudicate certain prescription claims received via transfer from the DelivMeds hub platform technology which may impact several revenue generating channels in the form of technology-related fees. Further, Wellgistics Healths wholesale operations may be impacted as pharmacy coverage/ margin is diminished on certain products effecting the ability to carry and move this inventory thereby affecting buying patterns. In addition, many payers in the U.S. are increasingly considering new metrics as the basis for reimbursement rates. It is possible that the pharmaceutical industry or regulators may evaluate and/or develop an alternative pricing reference to replace wholesale acquisition price (WAC) and average wholesale price (AWP), which will be the pricing reference used for Wellgistics Healths pharmacy and network partner pharmacies contracts. This will also have a direct impact on Wellgistics Healths secondary wholesalers sourcing and procurement strategies. Future changes to the pricing benchmarks used to establish pharmaceutical pricing, including changes in the basis for calculating reimbursement by third-party payers, could adversely affect Wellgistics Health. | 18 | | | | | **** **A shift in pharmacy mix toward lower margin plans, margin compression on branded medications, increased offering of specialty products, DIR fees, mail order pharmacy steering, and programs could adversely affect Wellgistics Healths results of operations.** Wellgistics Healths Wellgistics Pharmacy division and network of independent partner pharmacies will seek to grow prescription volume while operating in a marketplace with continuous reimbursement pressure. A shift in the mix of pharmacy prescription volume towards programs offering lower reimbursement rates could adversely affect Wellgistics Healths results of operations both from an in-house prescription fulfillment perspective and also technology and transactional fees from Wellgistics Healths network of independent partner pharmacies. General trends Wellgistics Health may observe impacting independent pharmacies include but are not limited to: a shift in pharmacy mix towards 90-day fills which are often reimbursed at lower amounts compared to 30-day fills, DIR fees from PBMs on Medicare Part D prescriptions often leading to negative reimbursements, lower plan paid amounts for branded and specialty medications while simultaneously observing an increase in the number of patients requiring a specialty-lite or full specialty medication, narrow networks with unfavorable contract pricing, delivery and shipping-related restrictions impacting the pharmacies ability to gain additional market share, enhanced PBM tactics to steer patients to mail order pharmacies thereby reducing market opportunities, and little to no remuneration for in-demand consumer-driven concierge services from pharmacists. Wellgistics Healths pharmacy division retains access to all major plans with as expected market competitive reimbursement rates for an independent pharmacy. In-network coverage for PBMs and payors at the independent network partner pharmacy level will vary from store-to-store and Wellgistics Health continue to add more network participants to provide robust coverage. If Wellgistics Health is not able to generate prescription volume and other business from patients participating in these programs that is sufficient to offset the impact of lower reimbursement, or if the degree or terms of Wellgistics Healths participation in such preferred networks declines in future years, Wellgistics Healths results of operations could be materially and adversely affected. Furthermore, changes in political, economic, and regulatory influences, as well as industry-wide changes in business practices, including with respect to the imposition of DIR fees by PBMs, may significantly affect Wellgistics Healths business. Wellgistics Healths failure to successfully anticipate and respond to, or appropriately adapt to, evolving industry conditions or any of these changes or trends, none of which are within Wellgistics Healths control, in a timely and effective manner could have a significant negative impact on Wellgistics Healths competitive position and materially adversely affect Wellgistics Healths business, financial condition and results of operations. **Wellgistics Health will derive a portion of its sales from prescription drug sales reimbursed by PBM companies and Wellgistics Healths participation in the pharmacy provider networks of these companies may be restricted or terminated.** Wellgistics Health will derive a portion of Wellgistics Healths sales from prescription drug sales reimbursed through prescription drug plans administered by PBM companies. PBM companies typically administer multiple prescription drug plans that expire at various times and provide for varying reimbursement rates, and often limit coverage to specific drug products on an approved list, known as a formulary, which might not include all of the approved drugs for a particular indication. Changes in pricing and other terms of Wellgistics Healths contracts with PBM companies can significantly impact Wellgistics Healths results of operations. There can be no assurance that Wellgistics Health will participate in any particular PBM companys pharmacy provider network in any particular future time period or on terms reasonably acceptable to Wellgistics Health. If Wellgistics Healths participation in the pharmacy provider network for a prescription drug plan administered by one or more of the large PBM companies is restricted or terminated, Wellgistics Health expects that Wellgistics Healths sales would be adversely affected, at least in the short-term. If Wellgistics Health is unable to replace any such lost sales, either through an increase in other sales or through a resumption of participation in those plans, Wellgistics Healths operating results could be materially and adversely affected. If Wellgistics Health exits a pharmacy provider network and later resumes participation, there can be no assurance that Wellgistics Health will achieve any particular level of business on any particular pace, or that all clients of the PBM company will choose to include us again in the pharmacy network for their plans, initially or at all. In addition, in such circumstances Wellgistics Health may incur increased marketing and other costs in connection with initiatives to regain former patients and attract new patients covered by such plans. . | 19 | | | | | **** **Wellgistics Health could be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in the cost to procure prescription drugs.** The profitability of Wellgistics Healths healthcare ecosystem business model depends upon the utilization of prescription drugs. Utilization trends are affected by, among other factors, the introduction of new and successful prescription drugs, coverage on payor/PBM formularies, as well as lower-priced generic alternatives to existing brand name drugs. Inflation in the price of drugs also can adversely affect utilization, particularly given the increased prevalence of high-deductible health insurance plans and related plan design changes. New brand name drugs with coverage on formularies can result in increased drug utilization and associated sales, while the introduction of lower priced generic alternatives typically results in relatively lower sales, but relatively higher gross profit margins. In addition, if Wellgistics Health experiences an increase in the amounts it pays to procure pharmaceutical drugs, including generic drugs, Wellgistics Healths gross profit margins would be adversely affected to the extent Wellgistics Health is not able to offset such cost increases. Any failure to fully offset any such increased prices and costs or to modify Wellgistics Healths activities to mitigate the impact could have a material adverse effect on Wellgistics Healths results of operations. Also, any future changes in drug prices could be significantly different than Wellgistics Healths expectations. A 2019 study performed by NACDS entitled Cost of Dispensing Study found that the overall cost of dispensing for all drugs was $12.40 per fill. After factoring inflation, that same cost is estimated to be $14.68 per fill. The latter does not account for other costs associated with medication dispensing noted in this Risk Factors section which clearly demonstrates further strain to gross profit margin on prescription-related fills. Accordingly, a decrease in the number or magnitude of significant new brand name drugs or generics successfully introduced, delays in their introduction, a decrease in the utilization of previously introduced prescription drugs, and or rising costs associated with medication dispensing could materially and adversely affect Wellgistics Healths business, financial condition and results of operations. **Consolidation and strategic alliances in the healthcare industry could adversely affect Wellgistics Healths business operations, competitive positioning, financial condition and results of operations.** Many organizations in the healthcare industry, including PBM companies, have consolidated in recent years to create larger healthcare enterprises with greater bargaining power, which has resulted in greater pricing pressures. If this consolidation trend continues, it could give the resulting enterprises even greater bargaining power, which may lead to further pressure on the prices for Wellgistics Healths products and services. If these pressures result in reductions in Wellgistics Healths prices, Wellgistics Healths businesses would become less profitable unless Wellgistics Health are able to achieve corresponding reductions in costs or develop profitable new revenue streams. **Changes in economic conditions could adversely affect consumer/client buying practices and market adoption of Wellgistics Healths DelivMeds mobile application and the accompanying revenues to premium access/services.** Wellgistics Healths performance may be adversely impacted by changes in global, national, regional or local economic conditions and consumer confidence. These conditions can also adversely affect Wellgistics Healths key vendors and customers. External factors that affect consumer confidence and over which Wellgistics Health exercises no influence include unemployment rates, inflation, levels of personal disposable income, levels of taxes and interest and global, national, regional or local economic conditions, health epidemics or pandemics. For example, COVID-19 exposes Wellgistics Health to the risks of continued impact of global supply chain disruptions, and the uncertain economic and geopolitical environment, as well as looting, vandalism, acts of war or terrorism. Changes in economic conditions and consumer confidence could adversely affect consumer preferences, purchasing power and spending patterns, which could lead to a decrease in overall consumer spending as well as in prescription drug, services, and digital health services utilization and which could be exacerbated by the increasing prevalence of high-deductible health insurance plans and related plan design changes. From a client perspective, increasing pressures from margin compression, prescription pricing negotiations, and other known stressors as outlined in this *Risk Factors* section may negatively impact a manufacturers willingness to adopt and utilize various a-la-carte services Wellgistics Health will provide through Wellgistics Healths hub platform and clinical services. Further threats from market competitors to offer additional products at promotional pricing could lead to lower pricing floors as well. | 20 | | | | | **** **Inflationary pressures could have a material impact on Wellgistics Healths business and operations.** Wellgistics Health will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending. For example, increases in prescription drug costs could impact consumers ability to afford initial or on-going therapy. Wellgistics Healths focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing costs. Additionally, consumer discretionary funds could be reduced, impacting the ability to pay for digital services and subscription models that Wellgistics Health offers. If inflation continues to increase, sourcing and procuring specialty lite products may prove to be capital intensive. Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or Wellgistics Healths gross margin. All of these inflationary risk factors could materially and adversely impact Wellgistics Healths business operations, financial condition and results of operations. **The industries in which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics could adversely impact us.** The level of competition in the pharmacy (i.e., retail, independent, specialty, and digital), healthcare and clinical concierge like services, and pharmaceutical wholesale industries is high. Changes in market dynamics or actions of competitors or manufacturers, including industry consolidation and the emergence of new competitors and strategic alliances, could materially and adversely impact us. Disruptive innovation, or the perception of potentially disruptive innovation, by existing or new competitors could alter the competitive landscape in the future and require us to accurately identify and assess such changes and if required make timely and effective changes to Wellgistics Healths strategies and business model to compete effectively. All of Wellgistics Healths businesses will face intense competition from multiple existing and new businesses, some of which are aggressively expanding in markets Wellgistics Health will serve. Wellgistics Health will develop Wellgistics Healths offerings to respond to market dynamics; however, if Wellgistics Healths customers are not receptive to these changes, if Wellgistics Health is unable to expand successful programs in a timely manner, or Wellgistics Health otherwise does not effectively respond to changes in market dynamics, Wellgistics Healths businesses and financial performance could be materially and adversely affected. There are a significant number of competitors that provide one or more comprehensive services, including distribution, with respect to specialty pharmacy drugs, hub and clinical services to perform patient financial assistance; prior authorization coordination; copay tiered reductions; tele-pharmacy; and access to digital health resources, some of whom have greater resources than Wellgistics Health does, including: PBMs; retail pharmacy chains and independent retail pharmacies; digital pharmacies; national, regional and niche specialty pharmacies; home and specialty infusion therapy companies; provider practices and systems; and GPOs. The leading payors and drug chains have completed extensive mergers and acquisitions transactions and business combinations, and, therefore, have significantly greater market share, resources and purchasing power than Wellgistics Health does and, in the aggregate, these competitors generally have access to substantially the same limited distribution drugs that will be in Wellgistics Healths portfolio. These companies also benefit from their acquisition activity with healthcare organizations, as Wellgistics Health has seen recent acquisitions in the home healthcare and primary care services arena (i.e., One Medical, Signify Health, Village MD, Summit Health, CareCentrix, among others). Digital pharmacies both national and regional have been increasingly entering the market over the course of the last decade with well-known players such as Roman, Lemonaid Health, ForHims, TruePill, and Amazons acquisition of PillPack. At the regional level, Wellgistics Health has seen the emergence of companies like Capsule, Alto, and many others outlined below looking to penetrate markets and gain access to lives by looking for additional points of differentiation. The competitive healthcare landscape along with macroeconomic pressures has also seen increased chapter 11 filings for bankruptcy and or other means of dissolution including Medley, NowRx, AmazonCare, Haven (i.e., joint venture of Amazon, Berkshire Hathaway, and JPMorgan Chase) over recent years. Many of these companies leverage access to telehealth services and backend partnerships with mail order pharmacies to provide consumers with cash-paying models for access to niche services. The evolution of centralized digital patient support networks with network pharmacies has also recently been gaining steam. As Wellgistics Health will increase in scale and market share, or provide additional healthcare services, Wellgistics Health expects more direct competition for certain drugs, payer and patient access, and services from this myriad of companies. These factors together with the impact of the competitive marketplace or other significant differentiating factors between us and Wellgistics Healths competitors may make it difficult to gain market access and penetration all of which could materially and adversely impact Wellgistics Healths business operations, financial condition and results of operations. | 21 | | | | | **** **If Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Healths customers, Wellgistics Healths businesses and results of operations could be adversely impacted.** The portion of total consumer expenditures from various business sectors completing online shopping has drastically changed over the last two decades. Wellgistics Health is seeing a complete paradigm shift, as consumer sentiment and behavior has moved towards mobile application use. The COVID-19 pandemic was the accelerant, and Wellgistics Health expects this pace of increase exponentially. Consumers are now able to have more have more and more services delivered to their homes or work and more recently Wellgistics Health is seeing this same push with healthcare services. Moreover, prescription related deliveries have become the new normal versus waiting for pharmacy pick-up which is often not as efficient or convenient for this everchanging mindset and expectation of the consumer. In order to be successful with executing on this service delivery, Wellgistics Healths strategy must offer enhanced value services while also being convenient to the consumer. To accomplish this, an omni-channel approach, intelligent user experience, and home health differentiated model is a necessity to keep up with the rapidly evolving pace of changing customer expectations and new developments by Wellgistics Healths competitors. Wellgistics Health must compete by offering a consistent and convenient shopping experience for Wellgistics Healths customers regardless of the ultimate sales channel and by investing in, providing and maintaining digital tools for Wellgistics Healths customers. If Wellgistics Health is unable to make, improve, or develop relevant customer-facing technology in a timely manner that keeps pace with technological developments and dynamic customer expectations, Wellgistics Healths ability to compete and Wellgistics Healths results of operations could be materially and adversely affected. In addition, if Wellgistics Healths online activities or Wellgistics Healths other customer-facing technology systems do not function as designed, Wellgistics Health may experience a loss of customer confidence, data security breaches, lost sales, or be exposed to fraudulent purchases, any of which could materially and adversely affect Wellgistics Healths business operations, reputation and results of operations. **Wellgistics Health may be unable to achieve Wellgistics Healths environmental, social and governance goals.** Wellgistics Health recognizes the rising importance of environmental, social, and governance matters among Wellgistics Healths team members, customers, and certain stockholders and will be committed to upholding a culture dedicated to corporate responsibility. Wellgistics Health will establish certain goals that allow us to better communicate and align to Wellgistics Healths environmental, social, and governance strategy. However, these goals are subject to risks and uncertainties, which are outside of Wellgistics Healths control and might prohibit us from meeting the goals. Further, there is a risk that team members, customers, or certain stockholders might not be satisfied with Wellgistics Healths goals or strategy and efforts to meet the goals. Some of the risks that Wellgistics Health will be subject to include, but are not limited to: Wellgistics Healths ability to execute Wellgistics Healths operational strategy within the timeframe or costs projected; the availability or cost of renewable energy, materials, goods, and/or services required, and evolving regulations or requirements that change or limit Wellgistics Healths ability to set standards or gather information from Wellgistics Healths supplier partners or third party contractors. Failure to meet Wellgistics Healths goals could negatively impact public perception of Wellgistics Healths company with interested stakeholders. Environmental, social, and governance matters are also increasingly important to current and potential employees. In order to retain and attract talent Wellgistics Health knows that it is critical that Wellgistics Health clearly communicate Wellgistics Healths environmental, social, and governance strategy, and a delay or inability to meet Wellgistics Healths goals on time could impact Wellgistics Healths reputation as a desirable place to work. With increased interest from certain stockholders, an inability to meet Wellgistics Healths goals could also have a negative impact on Wellgistics Healths stock price. These impacts could make it more difficult for us to operate efficiently and effectively and could have a negative effect on Wellgistics Healths business, operating results and financial conditions. | 22 | | | | | **** **Wellgistics Healths business results will depend on Wellgistics Healths ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Healths healthcare ecosystem.** The key to Wellgistics Healths success will be executing on Wellgistics Healths win-win strategy for all stakeholders in the healthcare delivery model. Through leveraging Wellgistics Healths portfolio of subsidiaries, Wellgistics Healths leadership will need to deliver on a value proposition to patients, pharmacies, providers, payors/ PBMs, and pharmaceutical manufacturers. This is obtained by making healthcare services affordable and convenient in a centralized model. Wellgistics Healths success will hinge on the Wellgistics Healths leadership team to improve operational efficiency, decreasing costs, market access and insights, data transparency, value-based outcomes, and innovative technology via automation. There can be no assurance that Wellgistics Health will realize, in full or in part, the anticipated benefits of leveraging these subsidiaries and what that market adoption will be like. Wellgistics Healths financial goals assume a level of productivity improvement and other business optimization initiatives. If Wellgistics Health is unable to implement the programs or deliver these expected productivity improvements, while continuing to invest in business growth, or if the volume and nature of change overwhelms available resources, Wellgistics Healths business operations, financial condition and results of operations could be materially and adversely impacted. **Our common stock is subject to a Nasdaq minimum bid price deficiency notice, and failure to regain compliance could result in the delisting of our common stock from The Nasdaq Capital Market.** **** On December 10, 2025, we received a deficiency letter from the Nasdaq Listing Qualifications Staff notifying us that the closing bid price of our common stock had fallen below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive business day period between October 27, 2025 and December 9, 2025. We were granted an initial compliance period of 180 calendar days, or until June 8, 2026, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to June 8, 2026. If we do not regain compliance within the initial compliance period, we may be eligible for an additional 180-day compliance period, provided we meet all applicable continued listing requirements and notify Nasdaq of our intention to cure the deficiency, including through a reverse stock split if necessary. If we are unable to regain compliance during any applicable compliance period, our common stock will be subject to delisting from The Nasdaq Capital Market, at which point we may appeal the delisting determination to a Nasdaq hearings panel. A delisting of our common stock from The Nasdaq Capital Market could have significant adverse consequences, including: | | a reduction in the liquidity and market price of our common stock; | | | | a limited availability of market quotations for our common stock; | | | | a reduced level of trading activity in the secondary market for our common stock; | | | | a diminished ability to raise additional capital through equity offerings on favorable terms, or at all; | | | | a potential loss of confidence by customers, suppliers, employees, and business partners; and | | | | potential difficulties in retaining or attracting key personnel. | | If our common stock were delisted, it may be traded on the OTC Markets or another over-the-counter trading platform, which could further reduce liquidity and investor confidence. There can be no assurance that we will regain compliance with the Bid Price Rule, that we will remain eligible for any additional compliance period, or that we will maintain compliance with any other Nasdaq continued listing requirements. The outcome of any appeal to a Nasdaq hearings panel, if necessary, is uncertain. **We are involved in litigation with former management relating to equity awards, and the outcome of this matter could adversely affect our financial condition.** We have initiated litigation against certain former members of management seeking, among other things, rescission and cancellation of certain equity awards and related arrangements. As of December 31, 2025, obligations associated with these arrangements are reflected as liabilities on our balance sheet in the aggregate amount of approximately $[17.5 million]. Litigation is inherently uncertain, and we cannot predict the outcome or timing of this matter. If we are unsuccessful, we may be required to satisfy these obligations, which could have a material adverse effect on our financial condition, liquidity and results of operations. In addition, the litigation process may result in significant legal expenses and diversion of managements attention. Although a favorable outcome could result in the reversal of all or a portion of these liabilities, no assurance can be given that we will prevail. **** | 23 | | | | | **** **Risks Relating to Wellgistics Healths Operations** **Disruption in Wellgistics Healths global supply chain could negatively impact Wellgistics Healths businesses.** The pharmaceutical products for Wellgistics Healths wholesale division are sourced from pharmaceutical manufacturers with a wide variety of domestic and international vendors, and any future disruption in Wellgistics Healths supply chain or inability to find qualified vendors and access products that meet requisite quality and safety standards in a timely and efficient manner could adversely impact Wellgistics Healths businesses. The loss or disruption of such supply arrangements for any reason, including for issues such as COVID-19 or other health epidemics or pandemics, labor disputes, loss or impairment of key manufacturing sites, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues, a suppliers financial distress, natural disasters, looting, vandalism or acts of war (such as the conflict in Ukraine) or terrorism, trade sanctions or other external factors over which Wellgistics Health has no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse impact on Wellgistics Healths business operations, financial condition and results of operations. Wellgistics Healths pharmacy division and to the greater extent, Wellgistics Healths independent network of partner pharmacies, may also be impacted by disruptions in global supply chain as listed above based on primary wholesaler and direct pharmaceutical manufacturing contracts. **Wellgistics Healths business and operations will be subject to risks related to climate change.** The long-term effects of global climate change present both physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technology changes), are expected to be widespread and unpredictable. These changes could over time affect, for example, the availability and cost of products, commodities and energy (including utilities), which in turn may impact Wellgistics Healths ability to procure goods or services required for the operation of Wellgistics Healths business at the quantities and levels Wellgistics Health require. In addition, Wellgistics Healths facilities may be in locations that may be impacted by the physical risks of climate change, and Wellgistics Health may face the risk of losses incurred as a result of physical damage to stores, distribution or fulfillment centers, loss or spoilage of inventory and business interruption caused by such events. Wellgistics Health will also use natural gas, diesel fuel, gasoline and electricity in Wellgistics Healths operations, all of which could face increased regulation as a result of climate change or other environmental concerns. Whether internally or via Wellgistics Healths third-party relationships with Wellgistics Healths national and regional ride- sharing partners (i.e., Lyft and Roadie) for prescription delivery; and shipping carriers (i.e., USPS, UPS, FedEx), rising fuel costs will lead to an increase in tiered rates for mileage/distance which will increase Wellgistics Healths costs associated with prescription delivery or shipping. Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may increase Wellgistics Healths costs associated with compliance and merchandise. These events and their impacts could otherwise disrupt and adversely affect Wellgistics Healths operations and could materially adversely affect Wellgistics Healths financial performance. **Wellgistics Healths business is primarily focused on certain therapeutic targets, making it vulnerable to risks associated with having therapeutically concentrated operations.** Wellgistics Healths operates within the specialty-lite or niche sector of the pharmaceutical industry. It is well documented in the literature that the specialty drug market accounts for less than 10% of total drugs in the market. As a result, Wellgistics Healths business, financial condition and results of operations are susceptible to economic downturns within this sector of the industry, whether cause by state regulations, budget constraints, severe weather conditions, catastrophic events, or other disruptions. As Wellgistics Health seeks to expand its existing operations, opportunities for growth within the specialty-lite or niche sector of the pharmaceutical industry may become more limited. | 24 | | | | | **** **Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on Wellgistics Healths future performance.** Wellgistics Healths ability to attract, engage, develop and retain qualified and experienced employees at all levels, including in executive and other key strategic positions, is essential for us to meet Wellgistics Healths objectives. Competition among potential employers might result in increased salaries, benefits or other employee-related costs, or in Wellgistics Healths failure to recruit and retain employees which could have a materially adverse impact on Wellgistics Healths business operations, financial condition and results of operations. Additionally, any failure to adequately plan for and manage succession of key management roles or the failure of key employees to successfully transition into new roles could have a material adverse effect on Wellgistics Healths business and results of operations. While Wellgistics Health has succession plans in place and employment arrangements with certain key executives, these do not guarantee the services of these executives will continue to be available to us. **We are highly dependent on the continued service of our directors and officers, whose financial interests may conflict with the interests of investors.** Our directors and officers, have years of significant experience in the pharmaceutical industry and other sectors related to our business. Our success depends upon the continued service of these directors and officers. The loss of any of these directors and officers might significantly delay or prevent the achievement of our business objectives and could materially harm our business, financial condition and results of operations. **Failure to renew facility leases in a timely manner could have an adverse impact on Wellgistics Healths business operations.** Wellgistics Healths facilities will include multiple corporate offices, physical location of the pharmacy, and multiple warehouse facilities for wholesale product warehousing and distribution. These locations are subject to competition with other retailers and businesses for suitable locations for Wellgistics Healths facilities. Local land use and zoning regulations, environmental regulations and other regulatory requirements may impact Wellgistics Healths ability to find suitable locations and influence the cost of constructing, renovating and operating Wellgistics Healths stores. In addition, real estate, zoning, construction and other delays may adversely affect Wellgistics Healths business and increase Wellgistics Healths costs. Further, changing local demographics may adversely affect revenue and profitability levels. The terms of leases at existing facility locations may adversely affect Wellgistics Health if the renewal terms of, or requested modifications to, those leases are unacceptable to Wellgistics Health, and Wellgistics Health will be forced to close or relocate operations. If Wellgistics Health is unable to maintain Wellgistics Healths facility locations or open/move to new facility locations in desirable places and on favorable terms, Wellgistics Healths results of operations could be materially and adversely affected. **Wellgistics Health may not be able to maintain business, scale for growth, renew pharmacy and wholesale state licenses, and retain commercial and federal contracts while preventing restrictions and termination.** The ability to maintain business channels, service existing pharmacies from a wholesale product distribution perspective, and service Wellgistics Healths patient base at the pharmacy will all be potential areas for adverse impacts to Wellgistics Healths financial condition and operations due to everchanging regulations and requirements to maintain contracts and licenses. Wellgistics Healths wholesale operations will retain state licenses for whole distribution from the various state boards of pharmacy or equivalent along with the federal level as maintained by the FDA, third-party logistics and controlled substance licenses from all state boards of pharmacy, and an accreditation with the NABP and Accredited Drug Distributor. Wellgistics Healths pharmacy division has the equivalent of 32 state board of pharmacy licenses along with the District of Columbia. Many of these licenses include the ability to dispense controlled substance with only a few states retaining waivers for exemption. The pharmacy will also have a Florida state Medicaid contract, several National Provider Identifier numbers, and a Drug Enforcement Agency (DEA) certificate. The pharmacy formerly had accreditation status with Accreditation Commission for Health Care (ACHC) and URAC as a specialty pharmacy and plans on pursing reaccreditation along with URAC Small Business Mail Order accreditation. The pharmacy will retain all major PBM/payor direct contracts with little to no restrictions. The pharmacy will be affiliated with Elevate as its Pharmacy Services Administration Organization to provide the relevant minor PBM contracts. | 25 | | | | | The ability to retain all of these state board, federal, and PBM/payor contracts through the renewal process while expanding Wellgistics Healths reach is critical to conducting business and generating revenues. Contract restrictions, termination, and or an inability to expand would be deemed as events that could disrupt and adversely affect Wellgistics Healths operations and could materially adversely affect Wellgistics Healths financial performance. **Wellgistics Healths relationships with Wellgistics Healths primary wholesaler for pharmacy operations and Wellgistics Healths manufacturer relationships for Wellgistics Healths wholesale and hub technology platform entities will be critical to Wellgistics Healths success.** Wellgistics Healths internal pharmacy division has a primary contract with AmerisourceBergen for pharmaceutical distribution agreement pursuant to which Wellgistics Health sources branded and generic pharmaceutical products from AmerisourceBergen. Wellgistics Pharmacy executed this agreement in October 2022, and the agreement requires the pharmacy to purchase a certain volume per month while also maintain compliance with the generic compliance ratio. Wellgistics Health has a relationship with HD Smith and Scienture Holdings, Inc. (f/k/a TRxADE Health, Inc.) (Scienture) to acquire products via the secondary channel. This is seen as a potential risk for the business as the secondary channel providers often do not provide full spectrum catalogs and more specifically used to assist with cost savings opportunities through the purchase of short-dated products and or access to specialty or niche therapeutic category products. Consequently, Wellgistics Healths business may be adversely affected by any operational, financial or regulatory difficulties that these wholesalers or pharmaceutical manufacturers experience, including those resulting from COVID-19. For example, if operations are seriously disrupted for any reason, whether due to a natural disaster, pandemic, labor disruption, regulatory action, computer or operational systems or otherwise, it could adversely affect Wellgistics Healths business and Wellgistics Healths results of operations. Wellgistics Healths distribution agreement with AmerisourceBergen is subject to early termination in certain circumstances and, upon the expiration or termination of the agreement, there can be no assurance that Wellgistics Health or AmerisourceBergen will be willing to renew the agreement or enter into a new agreement, on terms favorable to us or at all. If such expiration or termination occurred, Wellgistics Health believes that alternative sources of supply for most generic and brand- name pharmaceuticals are readily available and that Wellgistics Health could obtain and qualify alternative sources, which may include self-distribution in some cases, for substantially all of the prescription drugs Wellgistics Health will sell on an acceptable basis, such that the impact of any such expiration or termination would be temporary. However, there can be no assurance Wellgistics Health would be able to engage alternative supply sources as a primary wholesaler for generic and branded products in a timely basis or on terms favorable to us, or effectively manage these transitions, any of which could adversely affect Wellgistics Healths business operations, financial condition and results of operations. At the wholesale level, Wellgistics Health now has, upon closing of the Wellgistics Acquisition, relationships with over 60 manufacturers to distribute products to retail, independent, and specialty pharmacies. At the hub technology platform division, Wellgistics Health will leverage the wholesale operation to expand pharmaceutical manufacturer relationships. Wellgistics Healths combined portfolio will work synergistically to provide additional value to pharmaceutical manufacturers. This will in turn will help lower costs and provide additional market access. In recent years, an increasing number of pharmaceutical manufacturers have attempted to significantly limit the number of pharmacies that may dispense their drugs. Pharmacies dispensing products from direct manufacturer relationships need to ensure they can manage a drugs rollout, obtain real-time data, and confirm the unique patient populations receipt of the necessary services and support to remain adherent. Access to limited-distribution drugs provides us with significant competitive advantages in developing relationships with payers and physicians. If Wellgistics Health cannot obtain access to new limited-distribution pharmaceuticals or lose access to limited-distribution pharmaceuticals Wellgistics Health currently distribute this could have a material and adverse impact on Wellgistics Healths business, profitability and results of operations. Wellgistics Health will obtain access to limited-distribution drugs primarily from small to mid-size pharmaceutical companies, often many of these are boutique companies, many of whom are bringing their first or second drug to market. Wellgistics Health will incur significant expense, time and opportunity cost to educate and assist emerging small and mid-size manufacturers in bringing these products to the marketplace without any guarantee of a successful drug launch or future sales. The failure to monetize these relationships and supply Wellgistics Healths independent network of pharmacies with prescriptions could adversely impact Wellgistics Healths profitability and Wellgistics Healths prospects. | 26 | | | | | Wellgistics Health will also provide a significant amount of direct and indirect services for the benefit of Wellgistics Healths pharmaceutical manufacturer customers and Wellgistics Healths patients to gain access to these products, and Wellgistics Healths failure to provide services at optimal quality could result in losing access to existing and future drugs. In addition, Wellgistics Health will incur significant costs in providing these services and if manufacturers require significant additional services and products to obtain access to their drugs without a corresponding increase in service fees paid to Wellgistics Health, Wellgistics Healths profitability could be adversely impacted. Wellgistics Healths contracts with pharmaceutical manufacturers and wholesalers will be generally for one-year terms on the hub technology platform and clinical services and three years on the wholesale side and are terminable on reasonably short notice by either party before or after the contract term. If several of these contractual relationships are terminated or materially altered by the pharmaceutical manufacturers or wholesalers or if Wellgistics Health is otherwise unable to renew these contracts or enter into similar contracts on favorable terms, Wellgistics Health could lose a major source of revenue from the pharmaceuticals Wellgistics Health will dispense or distribute, and also prescriptions Wellgistics Health is able to generate and pass through to Wellgistics Healths network of independent pharmacy partners which would materially impact Wellgistics Healths operations and financial condition. **Wellgistics Health will outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs.** Wellgistics Health will outsource certain business, administrative, and development functions and rely on third-party technologies such as plug-ins and advanced programming interfaces (APIs) to perform certain services for Wellgistics Healths hub technology platform and other divisions on Wellgistics Healths behalf. Various examples of this will include relationships with both domestic and foreign developers for Wellgistics Healths mobile solutions as part of Wellgistics Healths hub technology platform, relationships with various PMS system providers, relationships with various ride-sharing platform providers and their network of drivers, carrier relationships for shipping of products, and various relationships with third party clinical service providers or technology solutions to be able to offer Wellgistics Healths end- to-end holistic approach to patient- centered care services. Wellgistics Health will rely on third-party vendors and their licenses to meet Wellgistics Healths quality and performance requirements. Wellgistics Health will utilize these third-party vendors for some of the technology to be used in Wellgistics Healths products, and intends to license technologies from third parties. Most of these licenses can be renewed only by mutual consent and may be terminated if Wellgistics Health breaches the terms of the license and fails to cure the breach within a specified period of time. Wellgistics Health may not be able to obtain these licenses on commercially reasonable terms, or at all. Wellgistics Healths inability to obtain or renew these licenses or find suitable alternatives could delay development of new products or prevent us from selling Wellgistics Healths existing products until suitable substitute technology can be identified, licensed, integrated, or developed by us. Wellgistics Health cannot assure you as to when Wellgistics Health would be able to do so, if at all. Most of Wellgistics Healths third-party licenses will be non-exclusive. Wellgistics Healths competitors may obtain the right to use any of the technology covered by these licenses and use the technology to attempt to compete more effectively with us. In addition, Wellgistics Healths use of third-party technologies will expose it to risks associated with the integration of components from various sources into Wellgistics Healths products, such as unknown software errors or defects or unanticipated incompatibility with Wellgistics Healths systems and technologies, or unintended infringement resulting from the combination of intellectual property rights. Further, Wellgistics Health will be dependent on Wellgistics Healths vendors support of the technology Wellgistics Health will use. If a vendor chooses to discontinue or is unable to support a licensed technology, Wellgistics Health may not be able to modify or adapt Wellgistics Healths products to fit other available technologies in a timely manner, which would lead us to experience operational difficulties, reputational harm, and increased costs that could materially and adversely affect Wellgistics Healths business operations and results of operations. | 27 | | | | | **** **Risks Relating to Wellgistics Healths Business Strategy** **Wellgistics Health may not be successful in executing elements of Wellgistics Healths business strategy, which may have a material adverse impact on Wellgistics Healths business and financial results.** Wellgistics Healths ability to successfully implement Wellgistics Healths comprehensive strategy of leveraging product warehousing/distribution while simultaneously facilitating the hub technology platform to transfer prescriptions to Wellgistics Healths network of independent partner pharmacies will be crucial to Wellgistics Healths operations and financial condition. Wellgistics Healths wholesale operations will enable pharmaceutical companies to have a single entity for contracting which assists with minimizing product returns and eliminates chargebacks. Now that the Wellgistics LLC Acquisition has closed, Wellgistics Healths warehouses distribution capabilities assist manufacturers with preventing inventory loss in the form of having to sell short-dated products at a lower margin and or potentially destroy expired and unusable products. Wellgistics Healths portfolio of products along with Wellgistics Healths sales strategy will enable Wellgistics Health to move niche specialty products that have a distinct place in the market and help maximize returns. The ability to provide pharmaceutical manufacturer and provider groups like ACOs with a hub technology platform with an accompanying robust network of independent pharmacies is crucial to the success of Wellgistics Healths health eco-system strategy. Wellgistics Healths technology platform along with Wellgistics Healths mobile solutions will enable patients to access digital health resources for added visibility in their prescription journey, which leads to cost savings opportunities, convenience, and healthier outcomes. This is especially important for pharmaceutical manufacturers and provider group clients looking to improve health outcomes for the patient populations they serve. Wellgistics Health will provide both of these clients with a reliable pharmacy network, clinical services, and transparent reporting with a primary focus on boosting medication adherence. Wellgistics Healths platform will be able to identify high-risk patients and provide actionable and meaningful outcomes geared towards patient engagement to boost medication adherence and preserve compliance to therapy. The ability to transfer these prescriptions to integrated and non-integrated pharmacies will be key to receiving the data which can then be mined and presented to various stakeholders and clients to improve operational efficiency, customize marketing, and share in cost savings. Additionally, Wellgistics Health will engage in strategic initiatives to, among other reasons, maximize long-term stockholder value, expand on Wellgistics Healths consumer-centric approach, strengthen Wellgistics Healths partnerships with local healthcare providers and improve health outcomes. These strategic initiatives do not guarantee improvements in future financial performance. Wellgistics Health cannot provide any assurance that Wellgistics Health will be able to successfully execute these strategic initiatives, or that these initiatives will not result in additional unanticipated costs. The failure to realize the benefits of any strategic initiatives or successfully structure Wellgistics Healths business to meet market conditions could have a material adverse effect on Wellgistics Healths business, financial condition, cash flows, or results of operations. **Wellgistics Healths growth strategy is partially dependent upon Wellgistics Healths ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships and alliances.** A significant element of Wellgistics Healths growth strategy is to identify, pursue and successfully complete and integrate acquisitions, joint ventures and other strategic partnerships and alliances that either expand or complement Wellgistics Healths existing operations. Acquisitions and other strategic transactions involve numerous risks, including difficulties in successfully integrating the operations and personnel, navigating the necessary regulatory approval requirements, distraction of management from overseeing, and disruption of, Wellgistics Healths existing operations, difficulties in entering markets or lines of business in which Wellgistics Health has no or limited direct prior experience, the possible loss of key employees and customers, and difficulties in achieving the synergies Wellgistics Health anticipated. Any failure to select suitable opportunities at fair prices, conduct appropriate due diligence, acquire and successfully integrate the acquired company, including particularly when acquired businesses operate in new geographic markets or areas of business, could materially and adversely impact Wellgistics Healths growth strategies, financial condition and results of operations. | 28 | | | | | Apart from acquisitions in the healthcare space and emerging technologies such as artificial intelligence and blockchain technologies, Wellgistics Healths strategy is to engage in business-to-business relationships that can help us gain further market penetration and adoption, all of which are imperative given the highly saturated healthcare market. Partnerships with strategic clients such as pharmaceutical manufacturers and provider groups will help us source products at lower costs and drive prescriptions through Wellgistics Healths hub technology platform. Other strategic partnerships range from PMS systems, ridesharing and shipping companies GPOs, and other clinical providers to provide robust and complementary services that are value adds for all stakeholders. Currently, the hub technology platform has partnered with Best Rx pharmacy software system. There are approximately 1,400 independent pharmacies utilizing this software which accounts for greater than 6% of the independent pharmacy market share. These pharmacies are ideal candidates to be members of Wellgistics Healths integrated pharmacy network based on the various integrations Wellgistics Health will develop to communicate with their systems. These locations are predominately located on the east coast. Wellgistics Healths ability to onboard pharmacies in an effective manner and being located on the east coast is a risk associated with gaining market share and providing patients with an adequate solution for fulfillment. To combat this, Wellgistics Health will identify strategic partners within this network that are able to ship prescription medications through Wellgistics Healths integrations which aids in providing more coverage area options. Wellgistics Health management has a relationship with PrimeRx MARKET and Pioneer Rx. Wellgistics Health believes that these relationships could provide access to more than 16,500 pharmacies using a wide array of pharmacy management software systems which accounts for 87% of the independent PMS. Through Wellgistics Healths fax modality integrations and solutions for data capture for non-integrated pharmacies, Wellgistics Health will have the means to provide patients with more robust network coverage. Wellgistics Healths team has identified additional PMS systems to partner with such as Prime Rx, Pioneer Rx, Liberty, Transactional Data Systems, and Digital Business Solutions. These additional PMS systems will help with Wellgistics Healths ability expand the integrated network which help drive additional value in the form of data capture elements. By integrating with the PMS system, Wellgistics Health will then in turn able to recruit the pharmacies utilizing this software to join Wellgistics Healths network. Risks associated with this strategy include the PMS corporate teams willingness to partner, Wellgistics Healths ability to integrate the software into Wellgistics Healths overall solution in a timely manner, and the pharmacies willingness to join the network. Wellgistics Healths software solution will be integrated with two national ride-sharing logistics providers and all of the major shipping carriers to offer both pharmacies and patients with multiple means for sending and receiving their prescriptions. From the ride-sharing prospective, Wellgistics Healths core technology will be integrated with Lyft Healthcare, Inc., and Roadie. These integrations will help us provide nationwide coverage for same-day and next-day prescription delivery and a system with built in redundancies between both networks to ensure prompt delivery. Wellgistics Healths strategy is to onboard pharmacies across the United States and mapping out ride-sharing coverage to ensure adequate turnaround time for prescription delivery. Risks associated with this strategy include maintaining an on-going relationship with these entities, providing a significant number of transactions to ensure profitability for all partners, and Wellgistics Healths ability to renew contracts. Wellgistics Healths contractual relationships will be for one-year terms with one-year autorenewal terms. Either party will be able to terminate the relationship with proper notice. Wellgistics Healths integrations with carriers include USPS, UPS, and FedEx. Wellgistics Health will be able to transmit the respective rates to end users based on the network partner pharmacys availability and allow patients to price compare options due to the redundancies. Future risks associated with this include changes to rates based on factors such as inflation, fuel, and other variables that are not in control which could impact Wellgistics Healths business operations and financial condition. Wellgistics Healths strategy to increase Wellgistics Healths network of independent partner pharmacies also leverages GPOs. By partnering with these entities, Wellgistics Health will be able to onboard a larger cohort of pharmacies vs. individual sign-up, and in return, these GPOs will be able to promote Wellgistics Healths services as a business opportunity to help network pharmacies increase their business and improve their bottom line. Risks associated with this strategy include successfully presenting the value proposition to the corporate team and obtaining a contract, ability to convert pharmacys part of the GPO through combined marketing initiatives, execution of Wellgistics Healths onboarding strategies, and the pharmacies willingness to remain in the network and pay associated fees. It should be noted that each participating pharmacy within the GPO uses different PMS systems and that by successfully striking a partnership with the GPO, there is no guarantee that Wellgistics Health will be able to onboard each pharmacy to the integrated network. Wellgistics Health can however onboard them to the soft network which allows us to transfer the prescription via fax. | 29 | | | | | Integrating third-party clinical features and services is vital to the success of Wellgistics Healths business strategy as being an end-to-end solution for end users and Wellgistics Healths clients. Wellgistics Healths partners that offer these types of value-add services include patient enrollment campaigns, prior authorization coordination, digital health resources, calendar-based refill reminder systems, and other key pieces that will help boost the lifetime value and net promoter score for market adoption. Risks associated with these partnerships include willingness to integrate, costs associated with these services, end clients need for these services to continue driving growth, Wellgistics Healths ability to engage in cost-sharing with the pharmacies for the various service levels being provided, and the dependency on the quality of the services being performed by these third-party companies. These acquisition transactions and potential partnerships may also cause us to significantly increase Wellgistics Healths interest expense, leverage and debt service requirements if Wellgistics Health incurs additional debt to pay for an acquisition or investment, issue common stock that would dilute Wellgistics Healths current stockholders percentage ownership, or incur asset write-offs and restructuring costs and other related expenses that could have a material adverse impact on Wellgistics Healths operating results. Acquisitions, joint ventures and strategic investments also involve numerous other risks, including potential exposure to assumed litigation and unknown environmental and other liabilities, as well as undetected internal control, regulatory or other issues, or additional costs not anticipated at the time the transaction was completed. The failure to realize the benefits of any strategic initiatives and partnerships to meet market conditions could have a material adverse effect on Wellgistics Healths business, financial condition, or results of operations. **Businesses acquired by Wellgistics Health could experience losses or liabilities that would result in a material adverse effect on Wellgistics Healths business operations, results of operation and financial condition.** Healthcare and technology businesses acquired could experience losses or liabilities, including medical liability claims, causing us to incur significant expenses and requiring Wellgistics Health to pay significant damages if not covered by insurance. These businesses will be subject to medical liability claims in the ordinary course of business, and although Wellgistics Health will carry insurance covering medical malpractice claims, including professional liability insurance, in amounts Wellgistics Health believes is appropriate in light of the risks attendant to Wellgistics Healths business, successful medical liability claims could result in substantial damage awards that exceed the limits of Wellgistics Healths insurance coverage. Professional liability insurance is expensive and insurance premiums may increase significantly in the future, particularly as Wellgistics Health expands Wellgistics Healths services. As a result, adequate professional liability insurance may not be available to Wellgistics Health in the future at acceptable costs or at all. Any claims made against Wellgistics Health or its acquired businesses that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of Wellgistics Healths management and Wellgistics Healths providers from Wellgistics Healths operations, which could harm Wellgistics Healths business. In addition, any claims may significantly harm Wellgistics Healths business or reputation. In addition, businesses acquired expose Wellgistics Health to risks that are inherent in the provision of healthcare services. If patients, clients or partners assert liability claims against Wellgistics Health, any ensuing litigation, regardless of outcome, could result in a substantial cost to Wellgistics Health, divert managements attention from operations, and decrease market acceptance of Wellgistics Healths services and care delivery model. Wellgistics Health does exert control over any provider led entities now or in the future with respect to the practice of medicine and the provision of healthcare services, and the risk of liability, including through unexpected medical outcomes, is inherent to the healthcare industry. **Wellgistics Health may make investments in companies over which Wellgistics Health does not have sole control and some of these companies may operate in sectors that differ from Wellgistics Healths operations and have different risks.** From time to time, Wellgistics Health may make debt or equity investments in companies that Wellgistics Health may not control or over which Wellgistics Health may not have sole control but would be of strategic value to bolster Wellgistics Healths service and capabilities. Investments in these businesses, among other risks, subject Wellgistics Health to the operating and financial risks of the businesses Wellgistics Health invests in and to the risk that Wellgistics Health does not have sole control over the operations of these businesses. Wellgistics Health relies on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may materially and adversely affect Wellgistics Health. Investments in entities over which Wellgistics Health does not have sole control, including joint ventures and strategic partnerships and alliances, present additional risks such as having differing objectives from Wellgistics Healths partners or the entities in which Wellgistics Health will be invested, becoming involved in disputes, or competing with those persons. | 30 | | | | | **** **The success of Wellgistics Healths hub technology platform and clinical services depends on the willingness of participants in the network of independent partner pharmacies to continue receiving prescriptions and enrolling in a-la-carte services for outsourced work.** Wellgistics Healths pharmacy network will be segregated into three networks: integrated network, soft network, and general pharmacy network. The integrated network would be any pharmacy that has completed onboarding and using a PMS system which Wellgistics Health will have integrated with for the bidirectional exchange of electronic information including prescription transfer. The soft network would be any onboarded pharmacy who Wellgistics Health will not have an integration with but that can still receive prescription transfers in the form of facsimile and who Wellgistics Health will establish alternative means for data capture. Lastly, the general network is any pharmacy irrespective of whether they would be deemed as an independent pharmacy and that the patient has elected to transfer their prescription to thereby preserving patient autonomy. Accordingly, a general downturn in the pharmacy industry, or healthcare industry more generally, could materially harm Wellgistics Healths hub services offerings. In addition, demand for Wellgistics Healths hub services may be affected by Wellgistics Healths customers perceptions regarding outsourcing as a whole. For example, other digital pharmacies or hub services companies could engage in conduct or fail to detect malfeasance that could render Wellgistics Healths customers less willing to do business with them or any digital pharmacy or hub services company. If any such event causing industry-wide reputational harm were to occur, even though outside Wellgistics Healths control, confidence in the industry generally could be impaired and the willingness of Wellgistics Healths customers to outsource services to organizations that provide digital pharmacy and hub services like Wellgistics Healths could diminish. Moreover, demand for Wellgistics Healths digital pharmacy hub services will depend to a significant extent on the trust Wellgistics Healths customers place in the combined company and Wellgistics Healths reputation for independent, high-quality service. To maintain client satisfaction and compliance, Wellgistics Health will keep certain information and software systems, infrastructure, and employees firewalled on a need-to-know basis. In the event that Wellgistics Healths protocols or procedures are not followed or contain undetected errors or defects that are subsequently discovered by Wellgistics Health, Wellgistics Healths customers or a third-party, Wellgistics Healths reputation with current and potential customers could be harmed. If one or more of the foregoing events were to occur, it could have a material adverse effect on Wellgistics Healths business, financial condition and results of operations. **Risks Related to Cybersecurity, Data Privacy, and Information Security** **A significant disruption in Wellgistics Healths information technology and computer systems or those of businesses Wellgistics Health relies on could harm Wellgistics Health.** At Wellgistics Healths internal pharmacy division, Wellgistics Health will rely extensively on Wellgistics Healths computer/software systems to manage Wellgistics Healths ordering, pricing, point-of-sale, pharmacy fulfillment, inventory replenishment, finance and other processes. Additionally, Wellgistics Healths core architecture will be housed on Amazon Web Services servers, and Wellgistics Health will rely on various third-party vendors and partners who will provide various plug-ins and APIs that drive Wellgistics Healths end-to-end solution on the hub technology platform that could significantly impact Wellgistics Healths business operations and financial condition. To a greater extent, Wellgistics Healths PMS system partners will be used by various network pharmacies and may impact Wellgistics Healths ability to electronically transmit information. Wellgistics Healths systems will be subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer viruses, security breaches including credit card or personally identifiable information breaches, vandalism, theft, natural disasters, catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks, denial of service attacks, ransomware and other sophisticated cyber-attacks, and Wellgistics Healths disaster recovery planning cannot account for all eventualities. If any of Wellgistics Healths systems are damaged, fail to function properly or otherwise become unavailable, Wellgistics Health may incur substantial costs to repair or replace them, and may experience loss or corruption of critical data and interruptions or disruptions and delays in Wellgistics Healths ability to perform critical functions, which could materially and adversely affect Wellgistics Healths businesses and results of operations. | 31 | | | | | In addition, Wellgistics Health expects to make substantial investments in Wellgistics Healths information technology systems and infrastructure, some of which are significant. Implementing new systems carries significant potential risks, including failure to operate as designed, potential loss or corruption of data or information, changes in security processes, cost overruns, implementation delays, disruption of operations, and the potential inability to meet business and reporting requirements. Wellgistics Health will rely on strategic partners and other service providers to help us with certain significant information technology projects and services. Information technology projects or services frequently are long-term in nature and may take longer to complete and cost more than Wellgistics Health expects and may not deliver the benefits Wellgistics Health projects once they are complete. Any system implementation and transition difficulty may result in operational challenges, reputational harm, and increased costs that could materially and adversely affect Wellgistics Healths business operations and results of operations. Wellgistics Health also could be adversely affected by any significant disruption in the systems of third parties Wellgistics Health interact with, including strategic and business partners, key payers and vendors. **Privacy and data protection laws will increase Wellgistics Healths compliance burden and any failure to comply could harm Wellgistics Health.** The regulatory environment surrounding data security and privacy is increasingly demanding, with the frequent imposition of new and changing requirements across businesses and geographic areas. Wellgistics Health will be required to comply with increasingly complex and changing data security and privacy regulations in the jurisdictions in which Wellgistics Health will operate that regulate the collection, use and transfer of personal data, including the transfer of personal data between or among countries. In the U.S., for example, HIPAA imposes extensive privacy and security requirements governing the transmission, use and disclosure of health information by covered entities in the healthcare industry, including healthcare providers such as pharmacies. In addition, the California Consumer Privacy Act, which went into effect on January 1, 2020, imposes stringent requirements on the use and treatment of personal information of California residents, and other jurisdictions have enacted, or are proposing similar laws related to the protection of personal data. Moreover, there are specific privacy requirements from Apple and Googles respective mobile application stores that Wellgistics Health will need to be up to date with as Wellgistics Healths mobile application is currently available on both stores. Compliance with changes in privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes. Failure to comply with these laws subjects us to potential regulatory enforcement activity, fines, private litigation including class actions, and other costs. Wellgistics Health will have contractual obligations that might be breached if Wellgistics Health fails to comply a significant privacy breach or failure to comply with privacy and information security laws could have a materially adverse impact on Wellgistics Healths reputation, business operations, financial position and results of operations. **Wellgistics Health and businesses with which Wellgistics Health will interact may experience cybersecurity incidents and might experience significant computer system compromises or data breaches.** The protection of customer, employee and company data will be critical to Wellgistics Healths businesses. Cybersecurity and other information technology security risks, such as a significant breach or theft of customer, employee, or company data, could create significant workflow disruption, attract media attention, damage Wellgistics Healths customer relationships, reputation and brand, and result in lost sales, fines or lawsuits. Throughout Wellgistics Healths future operations, Wellgistics Health will receive, retain and transmit certain personal information that Wellgistics Healths customers and others provide to purchase products or services, fill prescriptions, enroll in clinical and promotional programs, register on Wellgistics Healths website or mobile applications, or otherwise communicate and interact with us. In addition, aspects of Wellgistics Healths operations will depend upon the secure transmission of confidential information over public networks. Wellgistics Health will also depend on and interact with the information technology networks and systems of third parties for many aspects of Wellgistics Healths business operations, strategic partners, and cloud service providers. These third parties may have access to information Wellgistics Health will maintain about Wellgistics Healths company, operations, customers, employees and vendors, or operating systems that are critical to or can significantly impact Wellgistics Healths business operations. Like other healthcare technology companies, Wellgistics Health and the businesses Wellgistics Health interact with will experience threats to data and systems, including from vandalism or theft of physical systems or media and from perpetrators of random or targeted malicious cyber- attacks, computer viruses, worms, phishing attacks, bot attacks or other destructive or disruptive software and attempts to misappropriate customer information, and cause system failures and disruptions. | 32 | | | | | Compromises of Wellgistics Healths data security systems or of those of businesses with which Wellgistics Health interacts that result in confidential information being accessed, obtained, damaged or used by unauthorized or improper persons, could in the future adversely impact Wellgistics Health. Any such compromise could harm Wellgistics Healths reputation and expose it to regulatory actions, customer attrition, remediation expenses, and claims from customers, financial institutions, payment card associations and other persons, any of which could materially and adversely affect Wellgistics Healths reputation, business operations, financial condition and results of operations. In addition, security incidents may require that Wellgistics Health expend substantial additional resources related to the security of information systems and disrupt Wellgistics Healths businesses. The risks associated with data security and cybersecurity incidents have increased during COVID-19 given the increased reliance on remote work arrangements. **Wellgistics Health will be subject to electronic payment-related and other financial services risks that could increase Wellgistics Healths operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt Wellgistics Healths business operations.** Across Wellgistics Healths businesses, Wellgistics Health will accept payments using a variety of methods, including cash, checks, credit and debit cards, mobile payment technologies such as Apple Pay or PayPal, and Wellgistics Health may offer new payment options over time. Acceptance of these payment options will subject Wellgistics Health to rules, regulations, contractual obligations, and compliance requirements, including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing electronic funds transfers. These requirements and related interpretations may change over time, which has made and could continue to make compliance more difficult or costly. For certain payment methods, including credit and debit cards, Wellgistics Health will pay interchange and other fees, which could increase over time and raise Wellgistics Healths operating costs. Wellgistics Health will rely on third parties such as Stripe to provide payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment. Wellgistics Health will not store credit card information on file for Wellgistics Healths mobile technology to remain in PCI compliance, however, Wellgistics Healths other business entities may store this information on file for clients, partners, and vendors. If these companies become unable to provide these services, or if their systems are compromised, it could disrupt Wellgistics Healths business. The payment methods that Wellgistics Health will offer also subject Wellgistics Health to potential fraud and theft by persons who seek to obtain unauthorized access to or exploit any weaknesses that may exist in the payment systems. If Wellgistics Health fails to comply with applicable rules or requirements, or if data is compromised due to a breach or misuse of data relating to Wellgistics Healths payment systems, Wellgistics Health may be liable for costs incurred by payment card issuing banks and other third parties or subject to fines and higher transaction fees, or Wellgistics Healths ability to accept or facilitate certain types of payments could be impaired. In addition, Wellgistics Healths reputation could suffer, and Wellgistics Healths customers could lose confidence in certain payment types, which could result in higher costs and/or reduced sales and materially and adversely affect Wellgistics Healths results of operations. | 33 | | | | | **** **Risks Related to Financial and Accounting Matters** **Wellgistics Health and its subsidiaries have, and entities that Wellgistics Health may acquire could have, significant outstanding debt. The debt and associated payment obligations of Wellgistics Health and its current and future subsidiaries could significantly increase in the future if Wellgistics Health and its current or future subsidiaries incur additional debt and do not retire existing debt.** Wellgistics Health and Wood Sage are holding companies with no business operations of their own. Their assets primarily consist of direct ownership interest in, and their business is conducted through, subsidiaries which are separate legal entities. As a result, they are dependent on funding from their investors and operating subsidiaries to pay dividends and meet their debt obligations. As of December 31, 2025, the outstanding debt and credit obligations of Wellgistics Health and its subsidiaries was $23.3 million. Wellgistics Healths subsidiaries may continue to experience negative cash flows and be restricted in their ability to pay cash dividends or to make other distributions to Wellgistics Health, which may limit the payment of cash dividends or other distributions to the holders of Wellgistics Healths Common Stock. Credit facilities and other debt obligations of Wellgistics Health, as well as statutory provisions, may further limit the ability of Wellgistics Health and its subsidiaries to pay dividends. Payments to Wellgistics Health by its subsidiaries are also contingent upon the subsidiaries earnings, if any, and business considerations. Future dividends to Wellgistics Health will be determined based on earnings, if any, capital requirements, financial condition and other factors considered relevant by its board of directors. **Wellgistics Healths quarterly results may fluctuate significantly based on seasonality and other factors.** Wellgistics Healths operating results have historically varied on a quarterly basis, including increased variability during COVID-19, and may continue to fluctuate significantly in the future. For instance, Wellgistics Healths pharmacy business and its PBM and payor contracts often experience significant changes twice per year as new formularies are introduced in January and July which often restrict certain products, allow new products to be covered, or products change covered insurance tiers thereby making them more difficult access for members. This same effect can be extrapolated to Wellgistics Healths hub technology platform division and the corresponding network pharmacies that are part of Wellgistics Healths network in the form of reduced transaction fees from transferred prescriptions. This in turn may impact Wellgistics Healths wholesale division as for the exact same reason which may negatively impact Wellgistics Healths ability to move certain products and increase Wellgistics Healths liabilities in the form of inventory. In addition, both prescription and non-prescription drug sales are affected by the timing and severity of the cough, cold and flu season, which can vary considerably from year to year. Other factors that may affect Wellgistics Healths quarterly operating results, some of which are beyond the control of management, include, but are not limited to the timing of the introduction of new generic and brand name prescription drugs; inflation (i.e., generic drug procurement costs); changes in payer reimbursement rates and terms; the timing and amount of periodic contractual reconciliation payments, fluctuations in inventory, energy, transportation, labor, healthcare and other costs; significant acquisitions, dispositions, joint ventures and other strategic initiatives; asset impairment charges, including the performance of and impairment charges related to Wellgistics Healths equity method investments; market conditions; and many of the other risk factors discussed herein. Accordingly, Wellgistics Health believes that quarter- to-quarter comparisons of Wellgistics Healths operating results are not necessarily meaningful, and investors should not place undue reliance on the results of any particular quarter as an indication of Wellgistics Healths future performance. **Wellgistics Health has a substantial amount of goodwill and other intangible assets which could, in the future, become impaired and result in material non-cash charges to Wellgistics Healths results of operations. Wellgistics Health may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations, and stock price.** There can be no assurances that all material issues that may be present in Wellgistics Healths operations, including from the Wood Sage Acquisition and Wellgistics Acquisition, or that factors outside of its control will not later arise. As a result, Wellgistics Health may be forced to write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Unexpected risks may arise and previously known risks may materialize in a manner not consistent with each companys preliminary risk analysis. Even though these charges may not have an immediate impact on Wellgistics Healths liquidity, the fact that Wellgistics Health will report charges of this nature could contribute to negative market perceptions about Wellgistics Health or its securities and may make its future financing difficult to obtain on favorable terms or at all. From time to time, Wellgistics Healths intangible assets are subject to impairment testing. Under current accounting standards, Wellgistics Healths goodwill, including acquired goodwill, is tested for impairment on an annual basis and may be subject to impairment losses as circumstances change (e.g., after an acquisition). If Wellgistics Health records an impairment loss, it could have a material adverse effect on Wellgistics Healths results of operations for the year in which the impairment is recorded. | 34 | | | | | **** **Acquisitions Wellgistics Health pursues in its industry and related industries could result in operating difficulties, dilution to Wellgistics Healths stockholders and other consequences harmful to Wellgistics Healths business.** As part of Wellgistics Healths growth strategy, it may selectively pursue strategic acquisitions in its industry and related industries. Wellgistics Health may not be able to consummate such acquisitions, which could adversely impact Wellgistics Healths growth. If Wellgistics Health does consummate acquisitions, integrating an acquired company, business or technology may result in unforeseen operating difficulties and expenditures, including: | | | increased expenses due to transaction and integration costs; | | | | | potential liabilities of the acquired businesses; | | | | | potential adverse tax and accounting effects of the acquisitions; | | | | | diversion of capital and other resources from our existing businesses; | | | | | diversion of managements attention during the acquisition process and any transition periods; | | | | | loss of key employees of the acquired businesses following the acquisition; and | | | | | inaccurate budgets and projected financial statements due to inaccurate valuation assessments of the acquired businesses. | | Wellgistics Healths evaluations of potential acquisitions may not accurately assess the value or prospects of acquisition candidates, and the anticipated benefits from its future acquisitions may not materialize. In addition, future acquisitions or dispositions could result in potentially dilutive issuances of Wellgistics Healths equity securities, including Wellgistics Healths common stock, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm Wellgistics Healths financial condition. **Wellgistics Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets, including goodwill.** As a result of the Wood Sage Acquisition and the Wellgistics Acquisition, Wellgistics Health has significant goodwill and other acquired intangible assets on its consolidated balance sheet. Goodwill and intangible assets, net, accounted for approximately 80% of the total assets on its consolidated balance sheet as of December 31, 2025. Wellgistics Health tests goodwill for impairment annually as of December 31 of each year and Wellgistics Health tests goodwill and intangible assets, net, for impairment at other times if events have occurred or circumstances exist that indicate the carrying value of such assets may no longer be recoverable. It is possible Wellgistics Health may incur impairment charges in the future, particularly in the event of a prolonged economic recession or loss of a key client or clients. A significant non-cash impairment could have a material adverse effect on Wellgistics Healths results of operations. **Wellgistics Healths level of debt may negatively impact its liquidity, restrict its operations and ability to respond to business opportunities, and increase its vulnerability to adverse economic and industry conditions, especially given that Wellgistics Healths bank debt contains a variable interest rate component based on its corporate credit ratings.** Wellgistics Health utilizes debt financing in its capital structure and may incur additional debt, including under its revolving credit facility subject to customary conditions in its loan agreements. Wellgistics Healths level of debt could have significant consequences, which include, but are not limited to, the following: | | limiting Wellgistics Healths ability to obtain additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes; | | | | requiring a substantial portion of Wellgistics Healths cash flows to be dedicated to debt service payments instead of other purposes; | | | | imposing financial and other restrictive covenants on Wellgistics Healths operations, including minimum liquidity and free cash flow requirements and limitations on Wellgistics Healths ability to (i) declare or pay dividends or repurchase shares of Wellgistics Healths Common Stock; (ii) purchase assets, make investments, complete acquisitions, consolidate or merge with or into, or sell all or substantially all of Wellgistics Healths assets to, another person; (iii) enter into sale/leaseback transactions or certain transactions with affiliates; (iv) incur additional indebtedness and (v) incur liens; and | | | | making Wellgistics Health more vulnerable to economic downturns and limiting Wellgistics Healths ability to withstand competitive pressures or take advantage of new opportunities to grow Wellgistics Healths business. | | | 35 | | | | | Wellgistics Healths ability to meet its debt service obligations, comply with Wellgistics Healths debt covenants and deleverage depends on its cash flows and financial performance, which are affected by financial, business, economic and other factors. The rate at which Wellgistics Health will be able to or choose to deleverage is uncertain. Failure to meet Wellgistics Healths debt service obligations or comply with Wellgistics Healths debt covenants could result in an event of default under the applicable indebtedness. Wellgistics Health may be unable to cure, or obtain a waiver of, an event of default or otherwise amend Wellgistics Healths debt agreements to prevent an event of default thereunder on terms acceptable to Wellgistics Health or at all. In that event, the debt holders could accelerate the related debt, which may result in the cross-acceleration or cross-default of other debt, leases or other obligations. If Wellgistics Health does not have sufficient funds available to repay indebtedness when due, whether at maturity or by acceleration, Wellgistics Health may be required to sell important strategic assets; refinance Wellgistics Healths existing debt; incur additional debt or issue common stock or other equity securities, which Wellgistics Health may not be able to do on terms acceptable to it, in amounts sufficient to meet Wellgistics Healths needs or at all. Wellgistics Healths inability to service Wellgistics Healths debt obligations or refinance Wellgistics Healths debt could harm Wellgistics Healths business. Further, if Wellgistics Health is unable to repay, refinance or restructure its secured indebtedness, the holder of such debt could proceed against the collateral securing the Indebtedness. Refinancing Wellgistics Healths indebtedness may also require Wellgistics Health to expense previous debt issuance costs or to incur new debt issuance cost. Wellgistics Healths financial performance is exposed to interest rate risks as the Company funds its working capital with bank asset-based lending (ABL) debt that carries a variable interest rate linked to the Companys corporate credit ratings. Consequent to higher interest rates in the economy, the Company has had to pay higher interest rates on its own ABL debt. Given the competitive nature of the drug wholesale business, the company has not been able to, and may not be able in the future, pass on the higher borrowing costs to its customers. The company continues to be exposed to interest rate movements in the market. Also, any adverse changes in its own credit ratings can lead to higher risk spread on its debt, and directly increase the borrowing costs of the Company. As Wellgistics Health expands its business in the future, its investment in working capital is expected to increase, and consequently the ABL debt drawdown will also be higher, which further increases the exposure to interest rate risks. All these factors could materially and adversely impact Wellgistics Healths business operations, financial condition and results of operations. In addition, its ratings impact the cost and availability of future borrowings and, accordingly, its cost of capital. Wellgistics Healths ratings reflect the opinions of the ratings agencies as to our financial strength, operating performance and ability to meet Wellgistics Healths debt obligations. There can be no assurance that Wellgistics Health will achieve a particular rating or maintain a particular rating in the future. **Wellgistics Healths existing credit agreement and any other credit or similar agreements into which Wellgistics Health may enter in the future may restrict its operations, particularly Wellgistics Healths ability to respond to changes or to take certain actions regarding its business.** Wellgistics Healths existing credit agreement contains a number of restrictive covenants that may impose operating and financial restrictions on Wellgistics Health and limit its ability to engage in acts that may be in Wellgistics Healths long-term best interests, including restrictions on Wellgistics Healths ability to incur indebtedness, grant liens, undergo certain fundamental changes, dispose of assets, make certain investments, enter into certain transactions with affiliates, and make certain restricted payments, in each case subject to limitations and exceptions set forth in the existing credit agreement. The existing credit agreement also contains customary events of default that include, among other things, certain payment defaults, covenant defaults, cross-defaults to other indebtedness, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. Such events of default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies, which could have a material adverse effect on our business, operations, and financial results. Furthermore, if Wellgistics Health is unable to repay the amounts due and payable under the existing credit agreement, those lenders could proceed against the collateral granted to them to secure that indebtedness, which could force Wellgistics Health into bankruptcy or liquidation. In the event that Wellgistics Healths lenders accelerated the repayment of the borrowings, Wellgistics Health may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under the existing credit agreement would likely have a material adverse effect on Wellgistics Health. As a result of these restrictions, Wellgistics Health may be limited in how Wellgistics Health conducts business, unable to raise additional debt or equity financing to operate during general economic or business downturns, or unable to compete effectively or to take advantage of new business opportunities. In addition, Wellgistics Health may enter into other credit agreements or other debt arrangements from time to time which contain similar or more extensive restrictive covenants and events of default, in which case Wellgistics Health may face similar or additional limitations as a result of the terms of those credit agreements or other debt arrangements. | 36 | | | | | **Risks Related to Regulatory and Legal Considerations** **Wellgistics Healths business is subject to substantial government regulation.** The health care industry is heavily regulated, and Wellgistics Health must comply with extensive and complex laws and regulations at the federal, state and local government levels. A number of these laws specifically relate to the provision of Medicare and Medicaid billing. *Anti-Kickback Statutes* The federal Anti-Kickback Statute prohibits the knowing and willful offer, payment, solicitation or receipt of remuneration to induce the referral of a patient or the purchase, lease or order (or the arranging for or recommending of the purchase, lease or order) of health care items or services paid for by federal health care programs, including Medicare or Medicaid. A violation does not require proof that a person had actual knowledge of the statute or specific intent to violate the statute, and court decisions under the Anti-Kickback Statute have consistently held that the law is violated where one purpose of a payment is to induce or reward referrals. Violation of the federal anti-kickback statute could result in felony conviction, administrative penalties, civil liability (including penalties) under the False Claims Act and/or exclusion from federal health care programs. A number of states have enacted anti-kickback laws (including so-called fee splitting laws) that sometimes apply not only to state-sponsored health care programs but also to items or services that are paid for by private insurance and self-pay patients. State anti-kickback laws can vary considerably in their applicability and scope and sometimes have fewer statutory and regulatory exceptions than does the federal law. Enforcement of state anti-kickback laws varies widely and is often inconsistent and erratic. Our management carefully considers the importance of such anti-kickback laws when structuring company operations. That said, we cannot assure that the applicable regulatory authorities will not determine that some of our arrangements with hospitals, surgical facilities, physicians, or other referral sources violate the Anti-Kickback Statute or other applicable laws. An adverse determination could subject us to different liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have a material adverse effect on our business, financial condition or results of operations. *Physician Self- Referral (Stark) Laws* The federal Stark Law, 42 U.S.C. 1395nn, also known as the physician self-referral law, generally prohibits a physician from referring Medicare and Medicaid patients to an entity (including hospitals) providing designated health services, if the physician has a financial relationship with the entity, unless an exception applies. Designated health services include, among other services, inpatient hospital services, outpatient prescription drug services, clinical laboratory services, certain diagnostic imaging services, and other services that our affiliated physicians may order for their patients. The prohibition applies regardless of the reasons for the financial relationship, unless an exception applies. The exceptions to the federal Stark Law are numerous and often complex. The penalties for violating the Stark Law include civil penalties of up to $15,000 for each violation and potential civil liability (including penalties) under the False Claims Act. | 37 | | | | | Some states have enacted statutes and regulations concerning physician self-referrals (*i.e*., referrals by a physician to a health care entity in which the physician has an ownership interest). Such physician self- referrals laws may apply to the referral of patients regardless of payor source and/or type of health care service. These state laws may contain statutory and regulatory exceptions that are different from those of the federal law and that may vary from state to state. Enforcement of state physician self-referral laws varies widely and is often inconsistent and erratic. Our management carefully considers the importance of physician self-referral laws when structuring company operations. That said, we cannot assure that the applicable regulatory authorities will not determine that some of our arrangements with physicians violate the Federal Stark Law or other applicable laws. An adverse determination could subject us to different liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have a material adverse effect on our business, financial condition or results of operations. *False Claims Act* The federal False Claims Act, 31 U.S.C. 3729, imposes civil penalties for knowingly submitting or causing the submission of a false or fraudulent claim for payment to a government-sponsored program, such as Medicare and Medicaid. Violations of the False Claims Act present civil liability of treble damages plus a penalty of at least $11,803 per false claim. The False Claims Act has whistleblower or *qui tam* provisions that allow individuals to commence a civil action in the name of the government, and the whistleblower is entitled to share in any subsequent recovery (plus attorneys fees). Many states also have enacted civil statutes that largely mirror the federal False Claims Act, but allow states to impose penalties in a state court. The False Claims Act has been used by the federal government and *qui tam*plaintiffs to bring enforcement actions under so-called fraud and abuse laws like the federal Anti-Kickback Statute and the Stark Law. Such actions are not based on a contention that claims for payment were factually false or inaccurate. Instead, such actions are based on the theory that accurate claims are deemed to be false/ fraudulent if there has been noncompliance with some other material law or regulation. The existence of the False Claims Act, under which so-called *qui tam* plaintiffs can allege liability for a wide range of regulatory noncompliance, increases the potential for such actions to be brought and has increased the potential financial exposure for such actions. These actions are costly and time-consuming to defend. Our management carefully considers the importance of compliance with all applicable laws and when structuring company operations. Our management is aware of and actively works to minimize risk related to potential *qui tam*plaintiffs. That said, we cannot assure that the applicable enforcement authorities or *qui tam*plaintiffs will not allege violations of the False Claims Act or analogous state condition or results of operations. *State Licensure and Accreditation* States have a wide variety of health care laws and regulations that potentially affect our operations and the operations of our partners. For example: (1) many states have implemented laws and regulations related to so-called tele-health, but whether those laws apply to our operations, and the obligations they impose, vary significantly; (2) some states have so-called corporate practice of medicine prohibitions, and such prohibitions are used to indirectly regulate ownership of heath care companies and/or management companies; and (3) some states have surprise billing or out-of-network billing laws that impose a variety of obligations on health care providers and health plans. The failure to comply with all state regulatory obligations could be used by health plans to deny payment or to recoup funds, and any noncompliance could subject us to penalties or limitations that could have a material adverse effect on our business, financial condition or results of operations. In addition, our partners health care facilities and professionals are subject to professional and private licensing, certification and accreditation requirements. These include, but are not limited to, requirements imposed by Medicare, Medicaid, state licensing authorities, voluntary accrediting organizations and third-party private payors. Receipt and renewal of such licenses, certifications and accreditations are often based on inspections, surveys, audits, investigations or other reviews, some of which may require affirmative compliance actions by us that could be burdensome and expensive. The applicable standards may change in the future. There can be no assurance that we will be able to maintain all necessary licenses or certifications in good standing or that they will not be required to incur substantial costs in doing so. The failure to maintain all necessary licenses, certifications and accreditations in good standing, or the expenditure of substantial funds to maintain them, could have an adverse effect on our business. | 38 | | | | | ** *Health Information Privacy and Security Standards* The privacy and data security regulations under HIPPA, as amended, contain detailed requirements concerning (1) the use and disclosure of individually identifiable PHI; (2) computer and data security standards regarding the protection of electronic PHI including storage, utilization, access to and transmission; and (3) notification to individuals and the federal government in the event of a breach of unsecured PHI. HIPAA covered entities and business associates must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted. Violations of the HIPAA privacy and Security Rules may result in civil and criminal penalties. In the event of a breach, a HIPAA covered entity must promptly notify affected individuals of a breach. All breaches must also be reported to the federal government. Where a breach affects more than 500 individuals, additional reporting obligations apply. In addition to federal enforcement, State attorneys general may bring civil actions on behalf of state residents for violations of the HIPAA privacy and Security Rules, obtain damages on behalf of state residents, and enjoin further violations. Many states also have laws that protect the privacy and security of confidential, personal information, which may be similar to or even more stringent than HIPAA. Some of these state laws may impose fines and penalties on violators and may afford private rights of action to individuals who believe their personal information has been misused. We expect increased federal and state privacy and security enforcement efforts. Our management carefully considers the importance of compliance with patient privacy and data security regulations when structuring company operations. Our management is aware of and actively works to minimize risk related to patient privacy and data security. That said, we cannot assure that a breach will not occur or that the applicable enforcement authorities will not allege violations of HIPAAs patient privacy and data security regulations. A breach or an allegation of noncompliance with HIPAAs patient privacy and data security regulations could have a material adverse effect on our business, financial condition or results of operations. **Changes in the healthcare industry and regulatory environments may adversely affect Wellgistics Healths businesses.** Political, economic and regulatory influences are subjecting the healthcare industry to significant changes that could adversely affect Wellgistics Healths results of operations. In recent years, the healthcare industry has undergone significant changes in an effort to reduce costs and government spending. These changes include an increased reliance on managed care; cuts in certain Medicare and Medicaid funding in the U.S. and the funding of governmental payers in foreign jurisdictions; consolidation of competitors, suppliers and other market participants; and the development of large, sophisticated purchasing groups. In addition, the IRA took effect in 2023. The IRA includes, among other things, policies that are designed to have a direct impact on drug prices and reduce drug spending by the federal government. For example, the IRA requires drug manufacturers to pay rebates to Medicare if they increase prices faster than inflation for drugs used by Medicare beneficiaries. The mechanics of the rebate calculation would mimic those of the Medicaid rebate, but the expansion of inflation-based rebates may further complicate pricing strategies, particularly as to the launch of Wellgistics Healths new products. The IRA could have the effect of reducing the prices Wellgistics Health can charge and reimbursement Wellgistics Health receives for Wellgistics Healths products, thereby reducing Wellgistics Healths profitability. Wellgistics Health expects the healthcare industry continue to change significantly in the future. Some of these potential changes, such as a reduction in governmental funding for certain healthcare services or adverse changes in legislation or regulations governing prescription drug pricing, healthcare services or mandated benefits, may cause customers to reduce the amount of Wellgistics Healths products and services they purchase or the price they are willing to pay for Wellgistics Healths products and services. Wellgistics Health expects continued governmental and private payer pressure to reduce pharmaceutical pricing, and these pressures could be further exacerbated if payer deficits or shortfalls increase due to COVID-19 or otherwise. Changes in pharmaceutical manufacturers pricing or distribution policies and practices as well as applicable government regulations, including, for example, in connection with the federal 340B drug pricing program, could also significantly reduce Wellgistics Healths profitability. | 39 | | | | | **Wellgistics Health will be exposed to risks related to litigation and other legal proceedings.** Wellgistics Health operates in a highly regulated and litigious environment. Wellgistics Health may become involved in the following types of legal proceedings but not limited to litigation, investigations, inspections, audits, claims, inquiries and similar actions by pharmacy, healthcare, tax, and other governmental authorities. Like other companies in the retail pharmacy, healthcare services and pharmaceutical wholesale industries, Wellgistics Health is subject to extensive regulation by federal, state and local government agencies in the U.S. and other countries in which it operates. There continues to be a heightened level of review and/or audit by regulatory authorities of, and increased litigation regarding business, compliance and reporting practices of Wellgistics Health and other industry participants. If Wellgistics Health were to be exposed to litigation or other legal proceedings, it could have a material adverse effect on Wellgistics Healths business, financial condition, cash flows, or results of operations. **A significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect on Wellgistics Healths reputation and profitability.** Wellgistics Health operates in complex, highly regulated environments around the world and could be materially and adversely affected by changes to applicable legal requirements including the related interpretations and enforcement practices, new legal requirements and/or any failure to comply with applicable regulations. Wellgistics Healths businesses is subject to numerous country, state and local regulations including licensing, billing practices, utilization and other requirements for pharmacies and reimbursement arrangements. The regulations to which Wellgistics Health is subject include, but are not limited to: country and state registration and regulation of pharmacies and drug discount card programs; dispensing and sale of controlled substances and products containing pseudoephedrine; applicable governmental payer regulations including Medicare and Medicaid; data privacy and security laws and regulations including HIPAA; the Patient Protection and Affordable Care Act, as amended by the Healthcare and Education Reconciliation Act of 2010, or any successor thereto; laws and regulations relating to the protection of the environment and health and safety matters, each of which continues to evolve, including those governing exposure to, and the management and disposal of, hazardous substances; regulations regarding food and drug safety including those of the FDA and the DEA, trade regulations including those of the U.S. Federal Trade Commission, and consumer protection and safety regulations including those of the Consumer Product Safety Commission, as well as state regulatory authorities, governing the availability, sale, advertisement and promotion of products Wellgistics Health will sell as well as Wellgistics Healths loyalty and drug discount card programs; anti-kickback laws; false claims laws; laws against the corporate practice of medicine; and national and state laws governing healthcare fraud and abuse and the practice of the profession of pharmacy. For example, in the U.S., the DEA, FDA and various other regulatory authorities regulate the distribution and dispensing of pharmaceuticals and controlled substances. Wellgistics Health is required to hold valid DEA and state-level licenses, meet various security and operating standards and comply with the federal and various state-controlled substance acts and related regulations governing the sale, dispensing, disposal, holding and distribution of controlled substances. The DEA, FDA and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations. As noted above, the IRA includes policies that are designed to have a direct impact on drug prices and reduce drug spending by the federal government. Wellgistics Health is also governed by national and state laws of general applicability, including laws regulating matters of working conditions, health and safety and equal employment opportunity and other labor and employment matters as well as employee benefit, competition and antitrust matters. In addition, Wellgistics Health could have significant exposure if Wellgistics Health is found to have infringed another partys intellectual property rights. Changes in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which Wellgistics Health will do business and may significantly affect Wellgistics Healths cost of doing business. The impact of new laws, regulations and policies and the related interpretations and enforcement practices generally cannot be predicted, and changes in applicable laws, regulations and policies and the related interpretations and enforcement practices may require extensive system and operational changes, be difficult to implement, increase Wellgistics Healths operating costs and require significant capital expenditures. Untimely compliance or noncompliance with applicable laws and regulations could result in the imposition of civil and criminal penalties that could adversely affect the continued operation of Wellgistics Healths businesses, including: suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs; loss of licenses; and significant fines or monetary penalties. Any failure to comply with applicable regulatory requirements in which Wellgistics Health will operate could result in significant legal and financial exposure, damage to Wellgistics Healths reputation and brand, and have a material adverse effect on Wellgistics Healths business operations, financial condition and results of operations. | 40 | | | | | **** **Wellgistics Health could be adversely affected by product liability, product recall, personal injury or other health and safety issues.** Wellgistics Health could be adversely impacted by the supply of defective or expired products, including the infiltration of counterfeit products into the supply chain, errors in re-labeling of products, product tampering, product recall and contamination or product mishandling issues. Through Wellgistics Healths pharmacy, wholesale distribution centers, and Wellgistics Healths wholesale and manufacturer relationships acquired by Wellgistics Health as a result of the Wellgistics Acquisition, Wellgistics Health will also be exposed to risks relating to the products and services Wellgistics Health will offer. Errors in the dispensing and packaging of pharmaceuticals, including related counseling, and in the provision of other healthcare services could lead to serious injury or death. Product liability or personal injury claims may be asserted against Wellgistics Health and mandatory or voluntary product recalls may apply to Wellgistics Health with respect to any of the retail products or pharmaceuticals Wellgistics Health will sell or services Wellgistics Health will provide. For example, from time to time, the FDA issues statements alerting patients that products in Wellgistics Healths supply chain may contain impurities or harmful substances, and claims relating to the sale or distribution of such products may be asserted against Wellgistics Health or arise from these statements. Wellgistics Health could suffer significant reputational damage and financial liability if Wellgistics Health, or any affiliated entities or third-party healthcare providers that Wellgistics Health will do business with, experience any of the foregoing health and safety issues or incidents, which could have a material adverse effect on Wellgistics Healths business operations, financial condition and results of operations. **Wellgistics Health could be subject to adverse changes in tax laws, regulations and interpretations or challenges to Wellgistics Healths tax positions.** As a corporation operating within the U.S., from time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect Wellgistics Healths overall tax liability. There can be no assurance that changes in tax laws or regulations will not materially and adversely affect Wellgistics Healths effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact Wellgistics Healths customers and counterparties, or the economy generally may also impact Wellgistics Healths financial condition and results of operations. Tax laws and regulations are complex and subject to varying interpretations, and Wellgistics Health is subject to regular review and audit by tax authorities. Any adverse outcome of such a review or audit could have a negative impact on Wellgistics Healths effective tax rate, tax payments, financial condition and results of operations. In addition, the determination of Wellgistics Healths income tax provision and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. The ultimate tax determination may differ from the amounts recorded in Wellgistics Healths financial statements and may materially affect Wellgistics Healths results of operations in the period or periods for which such determination is made. Any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact Wellgistics Healths effective tax rate, tax payments, financial condition and results of operations. | 41 | | | | | **** **Risks Related to Wellgistics Healths Intellectual Property** **Despite the actions Wellgistics Health will take to defend and protect its intellectual property, Wellgistics Health may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Wellgistics Healths efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.** The success of Wellgistics Healths products and its business depend in part on Wellgistics Healths ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international jurisdictions. Wellgistics Health will rely on a combination of patent, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection. Wellgistics Health cannot assure that any patents will be issued with respect to its currently pending patent applications or that any trademarks will be registered with respect to its currently pending applications in a manner that gives Wellgistics Health adequate defensive protection or competitive advantages, if at all, or that any patents issued to Wellgistics Health or any trademarks registered by it will not be challenged, invalidated or circumvented. Wellgistics Health has filed for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which it operates or in which Wellgistics Health seeks to enforce its intellectual property rights, or may be difficult to enforce in practice. Wellgistics Healths currently-issued patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Wellgistics Healths foreign intellectual property portfolio will not as comprehensive as its U.S. intellectual property portfolio and may not protect its intellectual property in some countries where its products are sold or may be sold in the future. Wellgistics Health cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to Wellgistics Health or infringe Wellgistics Healths intellectual property. Protecting against the unauthorized use of Wellgistics Healths intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. Wellgistics Health believes that its patents are foundational in the area of healthcare products and intends to enforce Wellgistics Healths intellectual property portfolio. Unauthorized parties may attempt to copy or reverse engineer Wellgistics Healths healthcare technology or certain aspects of Wellgistics Healths solutions that it considers proprietary. Litigation may be necessary in the future to enforce or defend Wellgistics Healths intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States. Any such litigation, whether initiated by Wellgistics Health or a third party, could result in substantial costs and diversion of management resources, either of which could adversely affect Wellgistics Healths business, operating results and financial condition. Even if it obtains favorable outcomes in litigation, Wellgistics Health may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering its solutions. Further, many of Wellgistics Healths competitors have the ability to dedicate substantially greater resources to defending intellectual property infringement claims and to enforcing their intellectual property rights than Wellgistics Health has. Attempts to enforce its rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against Wellgistics Health or result in a holding that invalidates or narrows the scope of Wellgistics Healths rights, in whole or in part. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which Wellgistics Healths products will be available and competitors based in other countries may sell infringing products in one or more markets. Failure to adequately protect Wellgistics Healths intellectual property rights could result in Wellgistics Healths competitors offering similar products, potentially resulting in the loss of some of Wellgistics Healths competitive advantage and a decrease in its revenue, which would adversely affect Wellgistics Healths business, operating results, financial condition and prospects. **Third-party claims that Wellgistics Health is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.** Although Wellgistics Health may hold key patents related to its products, a number of companies, both within and outside of the healthcare industry, hold other patents covering aspects of healthcare products. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. | 42 | | | | | As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Wellgistics Health in the future may receive inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Wellgistics Health expands its presence in the market, expands to new use cases and faces increasing competition. In addition, parties may claim that the names and branding of Wellgistics Healths products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Wellgistics Health may have to change the names and branding of its products in the affected territories and it could incur other costs. Wellgistics Health will have a number of agreements in effect, pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and channel partners and other partners from damages and costs which may arise from the infringement by Wellgistics Healths products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys fees. Wellgistics Healths insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third partys intellectual property rights, even if untrue, could adversely affect Wellgistics Healths relationships with its customers, may deter future customers from purchasing its products and could expose Wellgistics Health to costly litigation and settlement expenses. Even if Wellgistics Health is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for Wellgistics Health to defend its products against intellectual property infringement claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Wellgistics Healths brand and operating results. Wellgistics Health may in the future need to initiate infringement claims or litigation in order to try to protect its intellectual property rights. In addition to litigation where Wellgistics Health is a plaintiff, Wellgistics Healths defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force Wellgistics Health to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Wellgistics Health to pay substantial damages or obtain an injunction, and Wellgistics Health may also lose the opportunity to license its technology to others or to collect royalty payments. An adverse determination also could invalidate or narrow Wellgistics Healths intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Wellgistics Health procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect Wellgistics Healths business, reputation, operating results, financial condition and prospects. **Wellgistics Healths intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on Wellgistics Healths ability to prevent others from commercially exploiting products similar to Wellgistics Healths.** Wellgistics Health cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application, or if it is the first party to file such a patent application. If another party has filed a patent application to the same subject matter as Wellgistics Health has, Wellgistics Health may not be entitled to the protection sought by the patent application. Wellgistics Health also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent or the timing of any approval or grant of a patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Wellgistics Health cannot be certain that the patent applications that it intends to file will issue, or that its issued patents will afford, protection against competitors with similar technology. In addition, Wellgistics Healths competitors may design around Wellgistics Healths issued patents, which may adversely affect Wellgistics Healths business, prospects, financial condition and operating results. | 43 | | | | | **** **In addition to patented technology, Wellgistics Health will rely on its unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.** Wellgistics Health will rely on proprietary information (such as trade secrets, designs, experiences, work flows, data, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Wellgistics Health believes is best protected by means that do not require public disclosure. Wellgistics Health generally will seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Wellgistics Health may fail to enter into the necessary agreements, and even once entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Wellgistics Health will have limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Wellgistics Healths proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Wellgistics Health, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time- consuming litigation could be necessary to enforce and determine the scope of Wellgistics Healths proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Wellgistics Health operates may afford little or no protection to its trade secrets. Wellgistics Health also will rely on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties may obtain and improperly utilize Wellgistics Healths proprietary information to its competitive disadvantage. Wellgistics Health may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights. **Wellgistics Health may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed alleged trade secrets of its employees former employers. Wellgistics Health may be subject to damages if its current or former employees wrongfully use or disclose Wellgistics Healths trade secrets.** Wellgistics Health may be subject to claims that it or its current or former employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of a current or former employees former employer. Litigation may be necessary to defend against these claims. If Wellgistics Health fails in defending such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent Wellgistics Healths ability to commercialize its products, which could severely harm its business. Even if Wellgistics Health is successful in defending against these claims, litigation could result in substantial costs and demand on management resources. **Risks Related to Being a Public Company** **Wellgistics Health incurs increased costs as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities and corporate governance practices.** **** Wellgistics Health incurs significant legal, accounting and other expenses that it did not incur as a private company. As a public company, Wellgistics Health is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Wellgistics Healths management and other personnel currently and will continue to need to devote a substantial amount of time to these public company requirements. Moreover, Wellgistics Health expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly as compared to when Wellgistics Health was a private company. Wellgistics Health may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function. | 44 | | | | | In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Wellgistics Health intends to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of managements time and attention from revenue-generating activities to compliance activities. If Wellgistics Healths efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against Wellgistics Health and its business may be adversely affected. The rules and regulations applicable to public companies make it more expensive for Wellgistics Health to obtain and maintain director and officer liability insurance. These factors could also make it more difficult for Wellgistics Health to attract and retain qualified members of its board of directors, particularly to serve on Wellgistics Healths audit committee and compensation committee, and qualified executive officers. **Wellgistics Healths management team has limited experience managing a public company.** Most of the members of Wellgistics Healths management team have limited to no experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Wellgistics Healths management team has not worked together at prior companies that were publicly traded and the team may not successfully or efficiently manage their new roles and responsibilities. **Wellgistics Healths ability to be successful will depend upon the efforts of Wellgistics Healths board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of Wellgistics Healths business.** Wellgistics Healths ability to be successful will be dependent upon the efforts of Wellgistics Healths board of directors and key personnel. Wellgistics Healths cannot guarantee that its board of directors and key personnel will be effective or successful or remain with Wellgistics Health. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause Wellgistics Healths management to have to expend time and resources helping them become familiar with such requirements. **Risks Related to Ownership of Wellgistics Healths Common Stock** **Delaware State Law includes anti-takeover provisions.** Delaware law contains provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors, such as: | | | authorizing the issuance of blank check preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; | | | | | establishing a classified board of directors so that not all members of our board of directors are elected at one time; | | | | | requiring cause to remove directors; | | | | | prohibiting the use of cumulative voting for the election of directors; | | | | | limiting the ability of stockholders to call special meetings or amend our bylaws; | | | | | requiring all stockholder actions to be taken at a meeting of our stockholders; and | | | | | establishing advance notice and duration of ownership requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. | | | 45 | | | | | These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management to the extent permitted, whether by our certificate of incorporation, bylaws, or merely as a function of Delaware law. Any provision of our certificate of incorporation, bylaws, or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the price that some investors are willing to pay for our Common Stock. **Claims for indemnification by Wellgistics Healths directors and officers may reduce Wellgistics Healths available funds to satisfy successful third-party claims against Wellgistics Health and may reduce the amount of money available to Wellgistics Health.** Delaware law empowers us to indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided for therein. In order for such indemnification to be available, the applicable director or officer must not have acted in a manner that constituted a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must have acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful. We may indemnify each of our present and future directors, officers, employees or agents who becomes a party or is threatened to be made a party to any suit or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal, administrative, investigative, or otherwise, except an action by or in the right of Wellgistics Health, by reason of the fact that he is or was a director, officer, employee, or agent of Wellgistics Health, or is or was serving at the request of Wellgistics Health as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including, but not limited to, attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, proceeding or settlement, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of Wellgistics Health, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The expenses of directors, officers, employees or agents of Wellgistics Health incurred in defending a civil or criminal action, suit, or proceeding may be paid by Wellgistics Health as they are incurred and in advance of the final disposition of the action, suit, or proceeding, if and only if the director, officer, employee or agent undertakes to repay said expenses to Wellgistics Health if it is ultimately determined by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation. No indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be returned to Wellgistics Health, if a final adjudication establishes that the persons acts or omissions involved a breach of any fiduciary duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action. Delaware law further provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We have secured a directors and officers liability insurance policy. We expect that we will continue to maintain such a policy. **** | 46 | | | | | **** **If securities or industry analysts do not publish or cease publishing research or reports about Wellgistics Health, its business, or its market, or if they change their recommendations regarding Wellgistics Healths securities adversely, the price and trading volume of Wellgistics Healths securities could decline.** The trading market for Wellgistics Healths securities will be influenced by the research and reports that industry or securities analysts may publish about Wellgistics Health, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on Wellgistics Health. If no securities or industry analysts commence coverage of Wellgistics Health, Wellgistics Healths share price and trading volume would likely be negatively impacted. If any of the analysts who may cover Wellgistics Health change their recommendation regarding Wellgistics Health Common Stock adversely, or provide more favorable relative recommendations about Wellgistics Healths competitors, the price of shares of Wellgistics Health Common Stock would likely decline. If any analyst who may cover Wellgistics Health were to cease coverage of Wellgistics Health or fail to regularly publish reports on it, Wellgistics Health could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline. **There can be no assurance that Wellgistics Health will be able to comply with the continued listing standards of Nasdaq.** Wellgistics Healths common stock is listed on Nasdaq under the symbol WGRX. If Nasdaq delists Wellgistics Healths shares from trading on its exchange for failure to meet the listing standards, Wellgistics Health and its stockholders could face significant material adverse consequences including, but not limited to: | | | a limited availability of market quotations for Wellgistics Healths securities; | | | | | reduced liquidity for Wellgistics Healths securities; | | | | | a determination that Wellgistics Health Common Stock is a penny stock which will require brokers trading in Wellgistics Health Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Wellgistics Health Common Stock; | | | | | a limited amount of analyst coverage; and | | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because Wellgistics Health common stock is listed on Nasdaq, it is a covered security. Although the states are preempted from regulating the sale of Wellgistics Health securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Wellgistics Health is not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Wellgistics Health was no longer listed on Nasdaq, Wellgistics Healths securities would not be covered securities and Wellgistics Health would be subject to regulation in each state in which Wellgistics Health offers its securities. **Our common stock is publicly traded and may be subject to the penny stock rules which may make it more difficult to sell our common stock.** The SEC has adopted regulations which generally define a penny stock to be any equity security that has a market price, as defined, less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our common stock is publicly traded and may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors, such as institutions with assets in excess of $5,000,000 or an individual with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchasers written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of broker/dealers to sell our securities and also affect the ability of our stockholders to sell their shares in the secondary market. **An active market for Wellgistics Healths securities may not develop, which would adversely affect the liquidity and price of Wellgistics Healths securities.** The price of Wellgistics Healths securities may vary significantly due to factors specific to Wellgistics Health as well as to general market or economic conditions. Furthermore, an active trading market for Wellgistics Healths securities may never develop or, if developed, it may not be sustained. Holders of Wellgistics Healths securities may be unable to sell their securities unless a market can be established and sustained. | 47 | | | | | **** **The market price of Wellgistics Health Common Stock may decline as a result of various market factors.** Fluctuations in the price of Wellgistics Healths securities could contribute to the loss of all or part of your investment. Prior to the effectiveness of the registration statement of which this prospectus forms a part, there has not been a public market for Wellgistics Health common stock. Accordingly, the valuation ascribed to Wellgistics Health may not be indicative of the price that will prevail in the trading market. If an active market for Wellgistics Healths securities develops and continues, the trading price of Wellgistics Healths securities could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond Wellgistics Healths control. Any of the factors listed below could have a material adverse effect on your investment in Wellgistics Healths securities and Wellgistics Healths securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Wellgistics Healths securities may not recover and may experience a further decline. The market price of Wellgistics Health Common Stock may decline for a number of reasons including if: | | | investors react negatively to the prospects of Wellgistics Healths business; | | | | | Wellgistics Healths business and prospects is not consistent with the expectations of financial or industry analysts; | | | | | Wellgistics Health does not achieve the perceived benefits of the initial public offering as rapidly or to the extent anticipated by financial or industry analysts; | | | | | actual or anticipated fluctuations in Wellgistics Healths quarterly financial results or the quarterly financial results of companies perceived to be similar to it; | | | | | changes in the markets expectations about Wellgistics Healths operating results; | | | | | success of competitors; | | | | | changes in financial estimates and recommendations by securities analysts concerning Wellgistics Health or the health care industry in general; | | | | | operating and share price performance of other companies that investors deem comparable to Wellgistics Health; | | | | | Wellgistics Healths ability to market new and enhanced products and technologies on a timely basis; | | | | | changes in laws and regulations affecting Wellgistics Healths business; | | | | | Wellgistics Healths ability to meet compliance requirements; | | | | | commencement of, or involvement in, litigation involving Wellgistics Health; | | | | | changes in Wellgistics Healths capital structure, such as future issuances of securities or the incurrence of additional debt; | | | | | the volume of Wellgistics Healths shares of Common Stock available for public sale; or | | | | | any major change in Wellgistics Healths board of directors or management. | | Furthermore, broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. Certain companies have at times experienced extreme price run-ups followed by rapid price declines and high volatility unrelated or disproportionate to the operating performance of the particular companies affected. Recently, this has especially been seen with companies conducting an initial public offering, particularly among companies with smaller public floats. The trading prices and valuations of these stocks, and of our securities, may not be predictable and may make it difficult for prospective investors to assess the rapidly changing value of our securities. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Wellgistics Health could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.. | 48 | | | | | **** **Future sales, or the perception of future sales, by Wellgistics Health or its stockholders in the public market could cause the market price for Wellgistics Health Common Stock to decline.** The sale of shares of Wellgistics Health common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of Wellgistics Health common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for Wellgistics Health to sell equity securities in the future at a time and at a price that it deems appropriate. In the future, Wellgistics Health may also issue its securities in connection with investments or acquisitions. The amount of shares of Wellgistics Health common stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of Wellgistics Health common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Wellgistics Health stockholders. **Wellgistics Health qualifies as an emerging growth company as well as a smaller reporting company within the meaning of the Securities Act, and if Wellgistics Health takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make Wellgistics Healths securities less attractive to investors and may make it more difficult to compare Wellgistics Healths performance with other public companies.** Wellgistics Health qualifies as an emerging growth company within the meaning of the Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As such, Wellgistics Health may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies for as long as Wellgistics Health continues to be an emerging growth company, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in Wellgistics Healths periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, Wellgistics Healths stockholders may not have access to certain information they may deem important. Wellgistics Health will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Wellgistics Health common stock that is held by non-affiliates exceeds $700 million as of the end of that years second fiscal quarter, (ii) the last day of the fiscal year in which Wellgistics Health has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (ii) the date on which Wellgistics Health has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock in the initial public offering. Wellgistics Health cannot predict whether investors will find Wellgistics Healths securities less attractive because it will rely on these exemptions. If some investors find Wellgistics Healths securities less attractive as a result of its reliance on these exemptions, the trading prices of Wellgistics Healths securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Wellgistics Health has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Wellgistics Health, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Wellgistics Healths financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, Wellgistics Health qualifies as a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Wellgistics Health will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of Wellgistics Health common stock held by non-affiliates exceeds $250 million as of the end of that years second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of Wellgistics Health common stock held by non-affiliates exceeds $700 million as of the end of that years second fiscal quarter. To the extent Wellgistics Health takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible. | 49 | | | | | **** **Certain existing stockholders acquired our securities at a price below the current trading price of such securities and may experience a positive rate of return based on the current trading price.** Given the relatively lower purchase prices that some of our stockholdersincluding certain of our officers and directorspaid to acquire some of their securities compared to the current trading price of our shares of common stock, these stockholders in some instances may earn a positive rate of return on their investment, which may be a significant positive rate of return, depending on the market price of our shares of common stock at the time that such stockholders choose to sell their shares of common stock. Sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, in the future, could adversely affect the market price of our common stock. Public stockholders may not be able to experience the same positive rates of return, especially in the case that our managements stock ownership discourages a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. | ITEM 1B. | UNRESOLVED STAFF COMMENTS | | None. | ITEM 1C. | CYBERSECURITY | | We have not adopted any formal cybersecurity risk management program or formal processes for assessing, identifying, and managing material risks from cybersecurity threats. Our board of directors has oversight responsibility for our overall risk management, including cybersecurity risk, and has not delegated oversight authority for cybersecurity risks to any committee. We recently obtained SOC-II Type 1 compliance on March 18, 2025. During the year ended December 31, 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. | ITEM 2. | PROPERTIES | | We do not own any real property. We entered into a lease for our current corporate office space at 3000 Bayport Drive, Suite 950, Tampa, Florida 33607 in May 2024. The lease included a 3-year term, beginning May 2024, and ending June 2027. The office space occupies approximately 6,200 square feet. The Company holds a 60% share in this lease, with Wellgistics, LLC holding the remaining 40%. The lease includes a monthly base rent of $18,792. The lease required a security deposit by the Company of $35,855 and Wellgistics, LLC of $31,871. We believe our current and future facilities are adequate for our current and near-term needs. Additional space may be required as we expand our activities. We do not currently foresee any significant difficulties in obtaining any required additional facilities. | ITEM 3. | LEGAL PROCEEDINGS | | We are not currently involved in any legal proceedings, except as described below. From time to time, we may become a party to various legal actions and complaints arising in the ordinary course of business. In addition to commitments and obligations in the ordinary course of business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. It is possible that our cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. **Dispute with Former Management** On October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and Hillsborough County, Florida against certain former officers and/or directors of the Company (collectively, the Former Management Parties). The complaint asserts claims including, among others, breach of the fiduciary duty of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable claims, arising out of the Former Management Parties efforts to threaten harm the Company as leverage to force the retraction of a vote of the majority shareholders. On December 10, 2025, Defendants filed a motion to compel arbitration of all claims in the suit. The Company does not agree that all the claims in the suit are subject to mandatory arbitration, and filed an opposition to that motion on December 22, 2025. A hearing is currently scheduled on the motion to compel arbitration for April 27, 2026. While the Company believes it has meritorious claims, litigation is inherently uncertain, and there can be no assurance regarding the outcome or timing of resolution. In January 2026, the Company has also served a notice of claims against the Former Management Parties for misrepresentations and omissions of material fact in connection with an acquisition of certain limited liability company membership interests, which that resulted in, among other things, supposed promises of equity and related arrangements to such individuals. The Company intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations and omissions, as well as related equitable and monetary remedies. As of December 31, 2025, obligations associated with these arrangements are reflected as liabilities on the Companys consolidated balance sheet in the aggregate amount of approximately $17,500,000. Because the potential resolution of this matter may result in a gain contingency, no amounts have been recognized in the accompanying consolidated financial statements for any potential recovery or reduction of the recorded liability. If the Company prevails in the litigation, all or a portion of the recorded liability may be reversed in a future period. The Company will continue to evaluate this matter and will adjust the related liability, if appropriate, based on developments in the litigation. See Note 13 to the consolidated financial statements for additional information regarding this matter. | ITEM 4. | MINE SAFETY DISCLOSURES | | Not applicable. | 50 | | | | | **** **PART II** | ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | | **Market for Common Stock** Our common stock was approved for listing on Nasdaq under the symbol WGRX, on February 14, 2025. At present, there is a limited market for our common stock. We have one class of common stock. The transfer agent and registrar for our common stock is Colonial Stock Transfer Co, Inc. **Common Stock and Preferred Stock Outstanding and Holders of Record** As of March 6, 2026, we had 105,854,108 shares of common stock outstanding, held by 46 stockholders of record, not including holders who hold their shares in street name. **Dividend Policy** **** We have never paid cash dividends on our capital stock and we currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that the our board of directions may deem relevant. **Securities Authorized for Issuance under Equity Compensation Plans** Information regarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report on Form 10-K. **Initial Public Offering Use of Proceeds** **** On February 24, 2025, we closed our initial public offering, pursuant to which we issued and sold 888,889 shares of common stock at an initial public offering price of $4.50 per share. The offer and sale of all of the shares of our common stock in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333- 280945), which was declared effective by the SEC on February 14, 2025. Craft Capital Management LLC and D. Boral Capital LLC acted as joint book-runners for the Companys initial public offering. **** We received aggregate gross proceeds from the initial public offering of $4 million, or aggregate net proceeds of approximately $3.12 million after deducting underwriting discounts and commissions and other offering costs. None of the underwriting discounts and commissions or offering expenses were incurred or paid, directly or indirectly, to (i) our directors or officers or their associates, (ii) persons owning 10% or more of our common stock or (iii) any of our affiliates. There has been no material change in our planned use of the net proceeds from our initial public offering as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on February 21, 2025. **** | 51 | | | | | **** **Recent Sales of Unregistered Securities** **** Between March 21, 2025, and March 27, 2025, we issued 19,764,108 shares of restricted stock under the Wellgistics Health, Inc. Amended and Restated 2023 Equity Incentive Plan (the Plan) to the following individuals: | | 600,000 shares to the Companys independent directors, with 198,000 shares vesting immediately and the remainder vesting in equal amounts on March 4, 2026, and March 4, 2027; | | | | 8,164,494 shares to the Companys non-independent directors, with each share vesting immediately; | | | | 503,158 shares to certain employees, with 15,000 shares vesting immediately, 116,942 vesting on October 1, 2025, 126,942 vesting on October 1, 2026, 126,942 vesting on October 1, 2027, 58,666 vesting on October 1, 2028, and 58,666 vesting on October 1, 2029; | | | | 9,000,000 shares to the Companys chief executive officer, which vest upon the achievement of certain financial metrics for the fiscal years ending December 31, 2025, 2026, and 2027, with the first vesting opportunity occurring during the first quarter 2026; | | | | 223,333 shares to former employees, with each share vesting over three years and | | | | 1,273,123 shares to consultants or advisers, with 1,041,123 shares vesting immediately and the remainder vesting in equal amounts over 3 years. | | On April 11, 2025, the Company issued 152,000 shares of common stock as a commitment fee to Hudson Global Ventures, LLC pursuant to an equity purchase agreement. On June 26, 2025, the Company issued 750,000 shares of restricted common stock to former chief executive officer Timothy Canning as consideration for the sign-on bonus deliverable to the terms of his employment agreement, which terminated upon his resignation in February 2025. These restricted shares vest on December 26, 2025. On July 2, 2025, the Company issued 200,000 shares of restricted common stock to Michael Peterson, a member of the Board of Directors. Of these, 66,000 shares vested immediately, while the remaining 134,000 shares are scheduled to vest in equal installments on July 2, 2026, and July 2, 2027. On July 24, 2025, the Company issued an aggregate of 7,940,118 shares of Common Stock to the sellers of Wellgistics, LLC in partial settlement of due to seller under the revised Wellgistics MIPA. On August 4, 2025, the Company issued 243,428 shares of Common Stock to a third party for advisory services rendered to the Company. These shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. On August 26, 2025, the Company issued an aggregate of 200,000 shares of Common Stock to a third party for marketing services rendered to the Company. These shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. On October 30, 2025, the Company issued 5,742,656 shares of Common stock to Blue Cap Acquisition LLC, converting an outstanding indebtedness of $4,019,859 attributable to Integra Pharma Solutions, LLC. On October 30, 2025, the Company issued 1,857,143 shares of Common stock to Blue Cap Acquisition LLC, converting an outstanding indebtedness of $1,300,000 attributable to Integra Health Inc. During the year ended December 31, 2025, the Company issued 3,426,254 shares of common stock in connection with put notices submitted under the Hudson Equity Purchase Agreement (the Hudson EPA), generating net proceeds of $2,838,787. The Hudson EPA was subsequently terminated by the Company, effective August 13, 2025. **Company Purchases of Equity Securities** **** None. | ITEM 6. | [RESERVED] | | | 52 | | | | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | *You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and related notes appearing elsewhere in this Annual Report of Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See Cautionary Note Regarding Forward-Looking Statements. We have no obligation to update any of these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements due to many factors, including, but not limited to, those set forth under the heading Risk Factors in this Form 10-K. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Form 10-K. Unless the context otherwise requires, references in this section to the company, we, us, our, Wellgistics Health refer to Wellgistics Health, Inc. after giving effect to the Wood Sage and Wellgistics, LLC Acquisition.* **Overview** Incorporated in 2022, Wellgistics Health is a holding company for operating companies centered around pharmaceuticals and healthcare services. Currently, we own two indirect operating companies, DelivMeds and Wellgistics Pharmacy, through an intermediaryWood Sageand one direct operating company, Wellgistics LLC. **** **Wellgistics LLC** Wellgistics LLC was founded in 2013. In 2017, Strategix Global, LLC acquired a majority interest in Wellgistics LLC. Wellgistics LLC is a 50-state FDA licensed and NABP-accredited pharmaceutical wholesaler distributor, bridging the gap between small- to mid-size pharmaceutical manufacturers and independent retail pharmacies. Serving over 5,000 registered pharmacies nationwide, we provide significant value by offering competitive pricing, unique products, and exceptional service, while also promoting manufacturers products to a diverse range of pharmacies. Our primary focus is on supporting independent retail pharmacies in search of better products, prices, and services, thereby ensuring their growth and sustainability in the competitive pharmaceutical sector. As Wellgistics Health acquired Wellgistics LLC upon the closing of the Wellgistics Acquisition, Wellgistics LLC now serves as the wholesale arm of Wellgistics Healths healthcare ecosystem. Wellgistics LLC provides distribution and 3PL services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60 manufacturing relationships, we identify niche therapeutic products and work with our manufacturing clients to increase market access and visibility of our client relationships with product awareness and support campaigns. Specifically, we help promote product distribution through our network of pharmacy buyers by providing sales and marketing support. These services include providing product education, identifying opportunities for therapeutic substitution when clinically relevant, and cost savings opportunities for pharmacies and their patients. Wellgistics LLCs portfolio of products is comprised of 65% topical generics with a primary focus on the dermatology market, 20% oral generic formulations primarily in the non-narcotic pain category, 10% oral and topical brand formulations, and 5% in the over-the-counter market space. Our investments in cold chain infrastructure will position this division to compete in the specialty-lite therapy category while also expanding our ability to house additional branded products. The services provided to our manufacturing clients, pharmacy buyers, and other constituents described below are paramount to the revenue generated from this division. **Wellgistics Tech & Hub, LLC dba DelivMeds (f/k/a Alliance Pharma Solutions, LLC)** **** DelivMeds was founded in 2017 as a holding company for technology solutions wholly owned by Integral. In 2020, DelivMeds recommissioned its technology project so that it would serve as a pharmaceutical hub, facilitating prescription transfer and clinical concierge services to a network of independent pharmacies. After conducting an extensive market research survey focusing on competition, DelivMeds established several key differentiators for the its hub. These differentiators included various integrations of the hub with pharmacy management software systems and pharmacy point of sale systems, among others such that DelivMeds would serve as an end-to-end patient-centric solution automating the prescription journey. Powered by Wellgistics Pharmacy as the backend pharmacy, DelivMeds is the frontend technology serving as the middleware between all key stakeholders referenced in what we refer to as the 5P-Model: Patients, Providers, Pharmacies, Payors or PBMs, and Pharmaceutical Manufacturing Companies. | 53 | | | | | DelivMeds aims to preserve patient autonomy, improve price transparency, and aide in making a meaningful impact on patient outcomes by eliminating barriers to therapy while simultaneously boosting adherence. We work with channel partners such as pharmaceutical manufacturers, provider groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered pharmacy services. DelivMeds business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy and subsequently transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data to improve its respective business operation and or improve its renumeration from the value-based services the clinical concierge arm provides. As previously mentioned, Wood Sage acquired DelivMeds in August 2023. As discussed below and elsewhere in this Annual Report, Wellgistics Health acquired Wood Sage in June 2024. DelivMeds now serves as the middleware technology arm to Wellgistics Healths integrated healthcare ecosystem. **** **Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC)** **** Wellgistics Pharmacy was founded in 2011 as a retail community specialty pharmacy. Specializing in HIV/AIDS, the pharmacy obtained URAC and ACHC accreditations for Specialty Pharmacy and also performed general pharmacy services in its community. In 2018, Integral acquired Wellgistics Pharmacy and relocated Wellgistics Pharmacy to Tampa, Florida. Subsequently, Wellgistics Pharmacy expanded its business operations to perform 340B services by partnering with local clinics and provider groups. During this time period, the pharmacy initiated its pursuit of additional pharmacy state licenses to convert Wellgistics Pharmacys business to a mail order pharmacy. Currently, Wellgistics Pharmacy is licensed in 32 states and the District of Columbia, with superb license coverage along the east coast. As a result of this strategic business shift Wellgistics Pharmacys leadership team chose to voluntarily forfeit Wellgistics Pharmacys specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty pharmacy. Wellgistics Pharmacy provides general and specialty pharmacy services dedicated to servicing the needs of patients, as well as clinical expertise, technology-driven innovation tools, and administrative efficiencies that support physicians, payers, and pharmaceutical manufacturers. Wellgistics Pharmacy purchases pharmaceuticals including specialty medications from manufacturers and wholesale distributors, fills prescriptions, labels, packages and delivers these pharmaceuticals to patients homes or physicians offices through contract couriers or carriers. Wellgistics Pharmacy maintains a call center and customer support within its pharmacy located in Tampa, Florida. Wellgistics Pharmacy has several 340B relationships, acting as the dispensing pharmacy for these healthcare facilities. These relationships help drive revenue and prescription volume. Our relationship with Wellgistics LLC along with our deep-rooted ties to other wholesalers enables Wellgistics Pharmacy to offer a competitive cash-based formulary for the uninsured and underinsured patient populations. Wellgistics Pharmacy continues to see an uptick in utilization, as more patients elect to pay out of pocket due to our low-cost model, which Wellgistics Pharmacy believes is an opportunity to gain market share with small- to medium-size employer groups in a partnership model with other consumer driven healthcare companies. The services that Wellgistics Pharmacy provides to its patients and other constituents are vital to the revenue and prescription volume generated from this division. Wellgistics Pharmacy now serves as the backbone of Wellgistics Healths healthcare ecosystem. **Wellgistics Health, Inc.** As a micro health ecosystem, our portfolio of companies consists of a pharmacy, wholesale operations, and a technology division with a novel platform for hub and clinical services. We are focused on improving the lives of patients while delivering unique solutions for pharmacies, providers, pharmaceutical manufacturers, and payors. Our patient-centric approach combined with innovative healthcare applications positions us to shift the dynamic of care to revolve around the patient for a wide range of therapeutic conditions. We offer a full spectrum of integrated solutions by leveraging the synergies of our business segments to address access, care coordination, dispensing, delivery, and clinical management of pharmaceutical products ranging from specialty-lite to general maintenance conditions. | 54 | | | | | Prior to closing the Wood Sage Acquisition, Wellgistics Health did not generate revenues. Upon closing of the Wood Sage Acquisition and the Wellgistics Acquisition, our revenues are derived from (i) pharmaceutical dispensing of products, (ii) care management services we deliver to patients and offer to pharmaceutical manufacturing clients, and (iii) SaaS fees for use of our platform technology services, and (iv) product procurement and distribution to independent pharmacies. We closed the Wood Sage Acquisition in June 2024 and closed the Wellgistics Acquisition in August 2024. However, while Wellgistics Health, Wood Sage, and Wellgistics LLC previously were separate entities, each of the three companies have shared common office space, comarketed solutions to the marketplace, and leveraged financial and back-office support prior to June 2024 Our ability to source and distribute pharmaceutical products to our pharmacy and network of independent pharmacy partners throughout the U.S. will adequately position us to negotiate greater discounts based on market share. Our digital pharmacy, including its hub and clinical services technology platform, will be poised to add significant value in this key specialty-lite market by providing patients access and convenience, while providing partners with ready-to-go market solutions with big data. Data released from the Centers for Medicare & Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to $4.5 trillion and accounted for 17.3% of gross domestic product (GDP), with an expected increase in the health spending share of GDP to 19.7% by 2032. A deeper dive of this report reveals that total retail prescription drug spending from 2021 to 2022 increased by 8.4% to $405.9 billion. IQVIAS 2024 report on medicine spending trends found that overall spending in the U.S. market for medicines reached $435 billion in 2023. It is well documented in the literature that the specialty drug market accounts for less than 10% of total drugs in the market but is responsible for greater than 50% of the prescription drug spend per annum. After evaluating reasons for increased healthcare expenditure, poor medication adherence continues to be a challenge that causes unnecessary strain on the healthcare system, including, but not limited to, increased hospital admissions and readmissions rates from medication non-compliance and adverse events. Many of these factors are preventable by empowering patient autonomy in their healthcare journey, identifying cost savings opportunities, and providing access to clinical resources and support. Our business model primely positions us to address the prescription spend in the specialty lite therapy area while improving patient health outcomes by equipping patients with our innovative digital health tools. Our pharmacy business will expand its service coverage area while strengthening its clinical expertise in several key therapeutic categories, including services such as care coordination and patient financial assistance. Furthermore, our partner relationships will enable us to offer a competitive cash formulary as an alternative option when high insurance deductibles make it economically feasible. Our wholesale operations will expand as we continue to partner and establish new manufacturer relationships. With many of these new relationships, we will provide sales and clinical education support to the pharmacies purchasing these products. We have also strategically identified opportunities to wholesale products that are normally not carried by the three largest wholesalers in the United States. We will carve out exclusivity or semi- exclusive relationships based on a time period to ensure we are maximizing our revenues. New partnerships with group purchasing organizations are expected to be effective, as we increase the business divisions visibility with all or many of the member pharmacies. Our technology division, which comprises a novel platform performing pharmacy hub and clinical services, will be connected to our pharmacy network enabling us to operate as a digital pharmacy and hub. Wellgistics Healths pharmacy network leverages the bricks and mortar of independent, locally-owned pharmacies, that are rooted in their communities, to create a powerful network capable of delivering Rxs in hours. This channel represents over 19,000 pharmacies across the United States, servicing 1.3 billion prescriptions annually representing a $47 billion market at wholesale cost. Our mobile application for patients will provide an end-to-end solution for digitizing the prescription journey. The solution helps to preserve patient autonomy, improve prescription price transparency, and provide additional concierge services in an effort to boost medication adherence and improve patient outcomes. We will aggregate the data collected from our solution to provide comprehensive reports that are tied to medication adherence and outcomes to make a meaningful impact for all stakeholders involved. We will monetize this valuable data with manufacturers, payors and providers. | 55 | | | | | **** **Key Components of Results of Operations** We are an early-stage company, and our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations. **Revenues** Wellgistics Health is a holding company specifically formed to hold operating companies. We did not generate any revenue prior to the Wood Sage Acquisition, but now expect to generate all of our revenues through DelivMeds, Wellgistics Pharmacy, and Wellgistics LLC. Although Wellgistics Health may add other sources of revenue through the acquisition of other operating companies in the future, Wellgistics Health currently does not have any such plans. Wellgistics Health will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending. For example, increases in prescription drug costs could impact consumers ability to afford initial or on-going therapy. Wellgistics Healths focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing costs. Additionally, consumer discretionary funds could be reduced, impacting the ability to pay for digital services and subscription models that Wellgistics Health offers. If inflation continues to increase, sourcing and procuring specialty lite products may prove to be capital intensive. Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or Wellgistics Healths gross margin. All of these inflationary risk factors could materially and adversely impact Wellgistics Healths business operations, financial condition and results of operations. Wellgistics Pharmacy recognizes product revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Wellgistics Pharmacy fills prescriptions for prescription and over-the-counter drugs written by a provider and recognizes revenue at the time the patient confirms the prescription order for payment of co-pays. **Expenses** *Sales and Marketing Expense* Sales and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation for our business development team as well as trade events participation, public relations, white paper development, social media, pharmacy trade and patient materials, advertising, sales collateral, syndicated data fees, and other marketing expenses. We expect to increase our sales and marketing activities to grow our customer base and increase market share. We also expect that our sales and marketing expenses will increase over time as we continue to hire additional personnel to scale the business. *General and Administrative Expense* General and administrative expenses currently consist of business development, consulting, and information technology development and support and third-party software expenses. General and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation expense) for personnel in executive, finance, accounting, corporate development and other administrative functions. General and administrative expenses also include legal fees, professional fees paid for accounting, auditing, consulting, tax, and investor relations services, insurance costs, facility costs not otherwise included in research and development expenses. Following Wellgistics Healths registration as a public company, also include public company expenses such as costs associated with compliance with the rules and regulations of the SEC and the stock exchange. | 56 | | | | | ** *Income Tax (Benefit) Expense* Our income tax provision will consist of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We will maintain a valuation allowance against the full value of our U.S. and state net deferred tax assets because we believe the recoverability of the tax assets is more likely than not. **Nasdaq Minimum Bid Price Deficiency** **** On December 10, 2025, the Company received a deficiency letter from the Nasdaq Listing Qualifications Staff notifying the Company that the closing bid price of its common stock had fallen below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive business day period between October 27, 2025 and December 9, 2025. The Company was granted an initial compliance period of 180 calendar days, or until June 8, 2026, to regain compliance. To regain compliance, the closing bid price of the Companys common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to June 8, 2026. If the Company does not regain compliance within the initial compliance period, it may be eligible for an additional 180-day compliance period, provided it meets all applicable continued listing requirements and notifies Nasdaq of its intention to cure the deficiency, including through a reverse stock split if necessary. If the Company is unable to regain compliance with the Bid Price Rule during any applicable compliance period, its common stock will be subject to delisting from The Nasdaq Capital Market. A delisting of the Companys common stock could significantly reduce the liquidity of the Companys shares, limit its ability to raise capital through equity offerings, and have a material adverse effect on the Companys business, financial condition, and results of operations. The Company is currently evaluating its options to regain compliance; however, there can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any other Nasdaq continued listing requirements. **Results of Operations** **For Year Ended December 31, 2025, Compared to Year Ended December 31, 2024** | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Net revenues | | $ | 23,337,860 | | | $ | 18,128,831 | | | | Cost of revenues | | | 29,764,279 | | | | 16,361,517 | | | | Gross profit | | | (6,426,419 | ) | | | 1,767,314 | | | | General and administrative | | | 70,332,827 | | | | 6,797,782 | | | | Sales and marketing | | | 1,224,521 | | | | - | | | | Depreciation and amortization | | | 3,211,064 | | | | 1,114,664 | | | | Goodwill and intangible assets impairment | | | 12,554,266 | | | | - | | | | Total operating expenses | | | 87,322,678 | | | | 7,912,446 | | | | Loss from operations | | | (93,749,097 | ) | | | (6,145,132 | ) | | | Total other income (expense) | | | (7,525,433 | ) | | | (711,094 | ) | | | Net loss | | $ | (101,274,530 | ) | | $ | (6,856,226 | ) | | ** | 57 | | | | | ** *Revenues and Cost of Revenues* Net revenues for the year ended December 31, 2025, were $23,337,860 compared to $18,128,831 for the year ended December 31, 2024. The increase in revenues was primarily driven by the inclusion of Wellgistics Pharmacy and Wellgistics Tech & Hub operations following the Companys acquisitions of Wood Sage LLC on June 16, 2024 and Wellgistics LLC on August 30, 2024. The year ended December 31, 2025 reflects a full twelve months of post-acquisition activity, whereas the prior-year period included only limited revenues generated following the August 30, 2024 closing of the Wellgistics acquisition.. Cost of revenues for the year ended December 31, 2025, totaled $29,764,279, compared to $16,361,517 for the year ended December 31, 2024. The increase was primarily attributable to the full-year inclusion of cost of sales from the acquired subsidiaries, compounded by liquidity constraints that restricted the Companys ability to procure inventory efficiently. Additionally, the Companys constrained liquidity position limited its ability to procure inventory at favorable terms, resulting in higher per-unit costs and contributing to cost of revenues exceeding net revenues for the period. Furthermore, the Company wrote off approximately $6.0 million in aged inventory. Gross profit for the year ended December 31, 2025, was a gross loss of $(6,426,419), compared to gross profit of $1,767,314 for the year ended December 31, 2024. The shift to a gross loss was primarily the result of cost of revenues exceeding net revenues during the period. This was driven by liquidity constraints that restricted the Companys ability to procure inventory efficiently, caused delays in product shipments, and prevented the Company from achieving the purchasing scale necessary to improve margins. Furthermore, the Company created a reserve for approximately $6.0 million in aged inventory. As a result, gross margin declined to (27.5)% for the year ended December 31, 2025, from 9.7% in the prior-year period. These liquidity constraints and the resulting sales impact were most pronounced in the second half of 2025, when temporary cash flow shortages reduced the Companys purchasing capacity and led to delayed product shipments. Management expects gross margin to improve as liquidity stabilizes and inventory purchasing normalizes in the upcoming years. The following is a summary of the disaggregation of revenue for the year ended December 31, 2025 and 2024: | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Product revenue - distribution services | | $ | 21,868,748 | | | $ | 17,669,468 | | | | Pharmacy retail sales | | | 865,695 | | | | 352,363 | | | | Third party logistics services | | | 603,417 | | | | 107,000 | | | | Net revenues | | $ | 23,337,860 | | | $ | 18,128,831 | | | ** *General and Administrative Expense* General and administrative expenses for the year ended December 31, 2025, were $70,332,827, compared to $6,797,782 for the year ended December 31, 2024. The significant increase was primarily driven by $54,048,525 of non-cash stock-based compensation recognized during the period. The remainder of the increase reflects the full-year consolidation of Wellgistics LLC and its subsidiaries following the August 2024 acquisition, including personnel costs and professional fees such as audit, tax, and legal services. Of the $54,794,525 in non-cash stock-based compensation, $24,300,000 related to the accelerated vesting of 9,000,000 restricted shares granted to the Chief Executive Officer pursuant to the Companys Amended and Restated 2023 Equity Incentive Plan. The remaining $29,748,525 related to the issuance of common stock and restricted stock units to directors, employees, and consultants in exchange for services rendered during the year. Additionally, general and administrative expenses for the year ended December 31, 2025 included a loss of $140,647 recognized in connection with the Companys satisfaction of its guaranty obligation under a revolving credit note issued by Tollo Health, LLC. This item is non-recurring in nature and is reflected within general and administrative expenses in the accompanying consolidated statements of operations. | 58 | | | | | ** *Sales and Marketing Expense* ** Sales and marketing expenses were $1,224,521 for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024. The increase reflects the Companys expanded promotional activities and marketing initiatives following the acquisitions of Wood Sage and Wellgistics. For the year ended December 31, 2025, Sales and marketing expenses also included $746,000 of non-cash stock-based compensation related to the issuance of common stock to sales and marketing advisors in exchange for services rendered. *Depreciation and amortization* ** Depreciation and amortization for the year ended December 31, 2025, totaled $3,211,064, compared to $1,114,664 for the year ended December 31, 2024. The increase reflects the full twelve months of activity in the 2025 period, compared to only a partial post-acquisition period in 2024 following the closings of the Wood Sage LLC and Wellgistics LLC acquisitions. Of the total depreciation and amortization expense, $3,052,260 for the year ended December 31, 2025, and $1,047,048 for the year ended December 31, 2024, related to the amortization of intangible assets identified and recorded in connection with those acquisitions. The remaining $158,804 and $67,616 for the years ended December 31, 2025 and 2024, respectively, represented depreciation of fixed assets acquired as part of the Wellgistics LLC acquisition. *Goodwill and Intangible Assets Impairment* ** ** For the year ended December 31, 2025, the Company recognized a non-cash impairment charge of $12,554,266 related to goodwill and intangible assets arising from the acquisitions of Wood Sage LLC and Wellgistics LLC in 2024. As part of its annual impairment review, the Company tested the carrying value of goodwill and identifiable intangible assets, including customer relationships and trademarks, against their estimated fair values. Of the total impairment charge, $2,026,006 related to the write-down of goodwill, attributable to the Wellgistics distribution acquisition. The remaining $10,528,260 related to the impairment of identifiable intangible assets, consisting of $5,314,027 attributable to customer relationships, $4,565,048 attributable to trademarks, both arising from the Wellgistics distribution acquisition, and $649,185 attributable to capitalized software associated with the Wellgistics Tech & Hub operations. The impairment charge reflects a decline in the estimated fair value of these assets, driven primarily by lower-than-expected future cash flows from the acquired businesses. As a result of this testing, the carrying values of the affected goodwill and intangible assets were written down to their respective fair values, reflecting current economic conditions and the financial performance of the acquired operations since the date of acquisition. As this is a non-cash charge, the impairment did not impact the Companys liquidity or cash position; however, it had a material effect on the Companys reported financial results for the year ended December 31, 2025. *Other Expense, net* Other expenses, net for the year ended December 31, 2025, totaled $7,525,433, compared to $711,094 for the year ended December 31, 2024. The significant increase was primarily attributable to higher interest expense incurred in connection with the Companys expanded debt obligations and a loss on debt extinguishment arising from the amendment of the Wellgistics acquisition note and the refinancing of certain other debt facilities during the year. Interest expense for the year ended December 31, 2025, was $4,579,556, compared to $831,467 for the year ended December 31, 2024. The increase reflects the Companys higher outstanding debt balances during the period, including promissory notes, a revolving line of credit, Agile Capital debt, and merchant cash advance agreements entered into or assumed in connection with the Companys acquisition and financing activities. | 59 | | | | | The Company also recognized a total loss on debt extinguishment of $2,987,922 for the year ended December 31, 2025, consisting of two components. Of this amount, $1,353,663 arose from the Eighth Amendment to the Membership Interest Purchase Agreement (MIPA) with Wellgistics LLC, executed on July 24, 2025. Under the amendment, the principal balance of the related promissory note was increased from $15,000,000 to $17,500,000. The original note, including $1,146,337 of accrued interest through July 24, 2025, was derecognized and replaced with a new promissory note recorded at the present value of its future cash flows. The difference between the carrying amount of the extinguished debt and the fair value of the new note was recognized as a loss on debt extinguishment in accordance with applicable accounting guidance. $653,582 related to losses recognized in connection with two debts conversion agreements entered into on October 30, 2025, pursuant to which outstanding indebtedness of Woodsage LLC was converted to shares of Companys common stock at $0.70 per share, with losses arising as the fair value of shares issued exceeded the carrying amount of debt extinguished. The remaining $980,677 of the total loss on debt extinguishment related to the refinancing of Agile Capital debt and merchant cash advance agreements that occurred periodically throughout the year. **Liquidity and Capital Resources** **Liquidity** Our future cash needs are expected to include cash for operating activities, working capital, purchases of property and equipment, strategic investments, development, and expansion of facilities. We will fund our operations primarily through the issuance of debt and the sale of equity securities. We expect to generate positive cash flow from the operations in 2025 due to the annual revenue generated from Wood Sage and Wellgistics LLC. In order to proceed with our business plan, we may need to raise additional funds through the issuance of debt, equity or other commercial arrangements that may not be available to us when needed or on terms that we deem favorable. To the extent we raise additional capital through the sale of equity or convertible securities, our stockholders ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we are unable to obtain sufficient financial resources, our business, financial condition and results of operations may be materially and adversely affected. We may be required to delay, limit, reduce or terminate parts of its strategic business plan or future commercialization efforts. There can be no assurance that we will be able to obtain financing on acceptable terms. Our short-term liquidity requirements include initiatives related to the (i) expansion of existing facilities and upgrade of equipment in order to increase operational capacity, (ii) recruitment of additional employees to increase operational and business needs, upgrade of information technology, and (iii) continued buildout of corporate functions and public company compliance requirements, inclusive of accounting and legal fees. Our long-term liquidity requirements include initiatives related to (a) strategic acquisitions mean to further the development of our health ecosystem such as electronic health record systems, (b) expansion of micro-distribution centers for wholesale and other wholly owned pharmacies in strategic demographic regions, (c) investments into artificial intelligence, machine learning, and data warehousing capabilities, and (d) additional integrations with third-party partners such as PMS systems, ride-sharing logistics providers, enterprise health systems, and others to bolster the value proposition of our health ecosystem with a focus on improving operational efficiency while simultaneously removing interdependencies. **Debt** **** *Integral Health Inc. (Integral Health)* ** On August 22, 2023, Wood Sage entered into a non-interest bearing promissory note (Note) with Integral Health, a then related party with common ownership and board members, pursuant to which Integral made a certain loan to Wood Sage in the amount of $1,300,000 to satisfy the purchase price under the agreements by which Wood Sage acquired Wellgistics Pharmacy and DelivMeds. No later than 30 days after a change in control to Wood Sage, the aggregate unpaid principal balance of the Note became due and payable by Wood Sage, which occurred upon the consummation of the Companys acquisition of Wood Sage. | 60 | | | | | On October 30, 2025, the Company entered into a Debt Conversion Agreement (the Integra Health DCA) with Integra Health Inc., Blue Cap Acquisitions LLC, and WoodSage. Pursuant to the agreement, the outstanding indebtedness of $1,300,000 under the Note was converted into 1,857,143 shares of the Companys common stock at a stated conversion price of $0.70 per share. The fair value of the shares issued on the conversion date was $0.786 per share. As a result, the total fair value of the equity issued exceeded the carrying amount of the debt extinguished by approximately $159,714. Accordingly, the Company recognized a loss on debt extinguishment of $159,714 for the year ended December 31, 2025, which is included in other expense in the consolidated statements of operations. Upon conversion, the Note was fully satisfied and extinguished. *Merchant Cash Advances* ** On March 18, 2025, the Company entered into a merchant cash advance (MCA) agreement with Cedar Advance LLC pursuant to which it received gross funding of $1,900,000 in exchange for the sale of future receivables totaling $2,840,000. Of the $1,900,000 gross funding, $1,118,250 was applied directly to satisfy amounts outstanding under a prior MCA arrangement, and the remaining $781,750 was remitted to the Company for working capital purposes. The Company accounts for the arrangement as a debt obligation. The difference between the repayment amount and the net proceeds received was recorded as a debt discount and is amortized to interest expense over the estimated term of the agreement using the effective interest method. On October 20, 2025, the Company refinanced the March 2025 MCA pursuant to a new agreement with Cedar Advance LLC. Under the October agreement, the stated purchase price was $2,898,000. Of this amount, $1,198,800 was applied directly to satisfy outstanding amounts under the prior MCA, and $701,200 was remitted to the Company. The total repayment obligation under the new arrangement resulted in a principal balance of $1,900,000, with fixed weekly payments of $56,800 over an estimated 51-week term. The Company evaluated the March 2025 and October 2025 refinancing in accordance with ASC 470 and concluded that the transaction represented a debt extinguishment. Accordingly, the remaining unamortized debt discount associated with the these refinancing written off, and the Company recognized a loss on debt extinguishment of $402,153 for the year ended December 31, 2025. For the years ended December 31, 2025 and 2024, the Company recognized amortization of debt discount of $1,252,211 and $217,017 related to its merchant cash advance arrangements, which is recorded as interest expense in the consolidated statements of operations. As of December 31, 2025, the gross contractual repayment obligation under the merchant cash advance was $2,547,200. The related unamortized debt discount was $803,066, resulting in a net carrying amount of $1,744,134, which is classified as a current liability in the consolidated balance sheets. As of December 31, 2024, the gross contractual repayment obligation under the merchant cash advance was $1,833,930. The related unamortized debt discount was $519,430, resulting in a net carrying amount of $1,314,500, of which $1,259,415 was classified as a current liability and $55,085 was classified as a long-term liability in the consolidated balance sheets. *Loan Payable* ** During the year ended December 31, 2025, the Company entered into multiple financing arrangements with Agile Capital Funding LLC (Agile) and the Company accounts for these arrangements as debt obligations. On May 14, 2025, the Company entered into an agreement with Agile pursuant to which it received net proceeds of $500,000 in exchange for total contractual repayments of $756,000. The agreement required fixed weekly payments over an estimated 24-week term. The Company recorded the obligation at the net proceeds received, with the excess of the total contractual repayment amount over the net proceeds recorded as a debt discount. The debt discount was amortized to interest expense over the estimated term of the agreement using the effective interest method. On June 25, 2025, the Company entered into a separate agreement with Agile pursuant to which it received net proceeds of $250,000 in exchange for total contractual repayments of $367,200. The arrangement required fixed weekly payments over an estimated 28-week term. The Company recorded the obligation at the net proceeds received and recognized a corresponding debt discount, which was amortized to interest expense using the effective interest method. | 61 | | | | | On August 26, 2025, the Company entered into a refinancing arrangement with Agile pursuant to which it received net proceeds of approximately $500,074. Total contractual repayments under the August agreement were approximately $1,872,000, with fixed weekly payments over an estimated 33-week term. The August 2025 agreement was used to satisfy the outstanding balances of both the May 14, 2025 and June 25, 2025 arrangements. The Company evaluated the transaction under ASC 470-50 and concluded that the refinancing represented an extinguishment of the prior debt obligations. Accordingly, the Company derecognized the carrying amounts of the extinguished debt and recorded a loss on debt extinguishment related to the write-off of the remaining unamortized debt discount. On October 29, 2025, the Company refinanced the August 2025 arrangement pursuant to a new agreement with Agile. Under the October agreement, the Company received net proceeds of $533,889, of which $50,000 represented issuance costs to be amortized over the term of the debt. Total contractual repayments under the October agreement are $2,880,000, with fixed weekly payments of $75,789 over an estimated 38-week term. A portion of the proceeds was applied directly to satisfy the outstanding balance of the August 2025 obligation. The Company accounted for the October transaction as a debt extinguishment in accordance with ASC 470-50 and recognized a loss related to the write-off of the remaining unamortized debt discount associated with the extinguished debt. For the year ended December 31, 2025, the Company recognized total losses on debt extinguishment of $578,524 related to Agile refinancings. For the year ended December 31, 2025, the Company recognized $765,681 of debt discount amortization, which is included in interest expense in the consolidated statements of operations. As of December 31, 2025, the gross contractual repayment obligation under the Agile agreement was $2,366,766. The related unamortized debt discount was $765,710, resulting in a net carrying amount of $1,601,056, which is classified as a current liability in the consolidated balance sheets. *Note payable owners of Wellgistics, LLC* On August 23, 2024, Wellgistics Health and the owners of Wellgistics LLC entered into the Fourth Amendment to the Membership Interest Purchase Agreement (MIPA). Pursuant to the amended agreement, the Company issued a promissory note in the aggregate principal amount of $15,000,000, which bears simple interest at a rate equal to the Prime Rate as published by The Wall Street Journal on January 1 of the applicable year. The principal and accrued interest were originally payable in three equal annual installments commencing on the first anniversary of the effective date of the related registration statement. On July 24, 2025, the parties executed the Eighth Amendment to the MIPA, which increased the principal amount of the promissory note from $15.0 million to $17.5 million and modified the repayment schedule whereby $5,000,000 of principal shall be payable on the first and second anniversaries and $7,500,000 of principal shall be payable on the third anniversary, of the effective date of Promissory Note, The Company evaluated the amendment in accordance with ASC 470-50, DebtModifications and Extinguishments, and concluded that the changes constituted a debt extinguishment. As a result, the original note and related accrued interest of $1,146,337 were derecognized. The Company recognized a non-cash loss on debt extinguishment of $1,353,663 during the year ended December 31, 2025. For the years ended December 31, 2025 and 2024, the Company recognized interest expenses of $1,373,390 and $425,000, respectively, related to the seller promissory note. As of December 31, 2025 and 2024, accrued interest on the note totaled $652,055 and $425,000, respectively, and is included in accrued expenses and other current liabilities on the accompanying consolidated balance sheet. As of December 31, 2025, $5,000,000 of the amended promissory note was classified as a current liability and the remaining $12,500,000 was classified as non-current in the consolidated balance sheets. As of December 31, 2024, $5,000,000 was classified as current and the remaining $10,000,000 was classified as long-term. | 62 | | | | | *Note Payable Third party* ** On January 2, 2025, the Company entered into an unsecured promissory note agreement for a principal amount of $448,411. The promissory note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on May 15, 2025. In the event of default, interest accrues at a default rate of 12% per annum. In connection with this note, the Company received net proceeds of $415,000, with the remaining $33,411 recognized as a debt discount. For the year ended December 31, 2025, the Company recorded interest expense of $44,442. For the same year, the Company recognized amortization of debt discount of $33,411 related to this promissory note. As of December 31, 2025, accrued interest payable on this note was $44,442 and the outstanding principal of $448,411 is classified under current liabilities. As of the issuance date of these financial statements, the parties are currently working on an extension. On February 2, 2025, the Company entered into an unsecured promissory note agreement for a principal amount of $100,000. The promissory note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on August 15, 2025. In the event of default, interest accrues at a default rate of 12% per annum. Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due within five (5) days after receipt of written notice from the payee. As of December 31, 2025, the Company had not received any such written notice and, accordingly, no event of default had occurred. For the year ended December 31, 2025, the Company recorded interest expense of $9,062 related to this note. As of December 31, 2025, accrued interest payable on this note was $9,062, and the outstanding principal of $100,000 is classified under current liabilities. On February 2, 2025, the Company entered into another unsecured promissory note agreement a principal amount of $100,000. The promissory note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on August 15, 2025. In the event of default, interest accrues at a default rate of 12% per annum. Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due within five (5) days after receipt of written notice from the payee. As of December 31, 2025, the Company had not received any such written notice and, accordingly, no event of default had occurred. For the year ended December 31, 2025, the Company recorded interest expense of $9,062 related to this note. As of December 31, 2025, accrued interest payable on this note was $9,062, and the outstanding principal of $100,000 is classified under current liabilities. As of December 31, 2025, the $100,000 short-term note entered into in September 2023 with third party investor remains outstanding. The note bears interest at 8% per annum and provides that the lender will be issued 35,000 shares of common stock upon the consummation of a SPAC transaction or merger. For the years ended December 31, 2025 and 2024, the Company recorded interest expense of $8,000 for both the yeas related to this note. As of December 31, 2025 and 2024, accrued interest payable on this note was $19,666 and $11,666, respectively, and the outstanding principal of $100,000 is classified under non-current liabilities. On April 8, 2025, the Company issued a Promissory Note to Strategic EP, LLC in the principal amount of $250,000. The note bears interest at a rate of 10% per annum. Under the terms of the agreement, the outstanding principal and accrued interest are payable on the earlier of (i) April 8, 2026, or (ii) within five business days following the Companys receipt of aggregate gross proceeds of at least $10 million from one or more equity or debt financings. On February 27, 2026, the Company received a demand letter from Strategic EP, LLC indicating that the Company was in default under the terms of the promissory note. As of December 31, 2025, the Company had accrued interest on the note in accordance with the contractual default interest rate of 18% amounting to $22,122 which is classified in the accrued expenses and other liabilities and the outstanding principal of $250,000 is classified under current liabilities. The Company is currently engaged in discussions with the lender to repay or otherwise settle the outstanding balance, including accrued interest. Management is working toward resolving the obligation and addressing the default under the terms of the agreement. *Revolving line of credit Wellgistics* ** In November 2024, Wellgistics, LLC entered into a new credit agreement with for a line of credit of $10,000,000. The new line of credit has interest annual rate equal to the Term Secured Overnight Financing Rate (SOFR) plus 11.5%, calculated and prorated daily on the daily balance (an aggregate rate of 16.84% per annum). The line of credit is collateralized by accounts receivable and inventory balances. Interest expense related to the line of credit amounted to $1,100,292 and $159,740 for the years ended December 31, 2025 and 2024, respectively. The outstanding balance on the line of credit as of December 31, 2025 and December 31, 2024 was $1,643,923 and $5,531,260 respectively, which is included as a current liability on the consolidated balance sheets. | 63 | | | | | ** *Seller Promissory Note - Wellgistics* In May 2022, Wellgistics, LLC entered into a promissory note agreement in the amount of $1.2 million. The promissory note was part of the consideration to the seller in connection with its acquisition of American Pharmaceutical Ingredients, LLC. The promissory note bore interest at a rate of 2% per annum and was scheduled to mature on April 1, 2025. The Company assumed this debt as part of the acquisition of Wellgistics. As of December 31, 2025, the promissory note had been fully repaid, and the outstanding balance was $0, compared to $137,141 as of December 31, 2024. Interest expense related to the promissory note was immaterial for the years ended December 31, 2025 and 2024. **Dividends** We intend to retain future earnings, if any, for future operations, expansion and debt repayment (if any) and we have no current plans to pay any cash dividends for the foreseeable future. In addition, our ability to pay dividends is likely to be limited by covenants of any future indebtedness. There are no, and we do not intend in the future for there to be any, restrictions in the covenants of any existing and outstanding indebtedness on our wholly-owned subsidiaries from distributing earnings in the form of dividends, loans or advances and through repayment of loans or advances to us. **** **Cash Flow** The following table summarizes our cash flows from operating, investing, and financing activities: | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Net cash used in operating activities | | $ | (10,855,029 | ) | | $ | (1,224,993 | ) | | | Net cash (used in) provided by investing activities | | $ | (881,526 | ) | | $ | 469,072 | | | | Net cash provided by financing activities | | $ | 10,750,790 | | | $ | 1,782,893 | | | | Net change in cash and cash equivalents | | $ | (985,765 | ) | | $ | 1,026,972 | | | ** *Cash from operating activities* ** Net cash used in operating activities for the year ended December 31, 2025, was $10,855,029, primarily reflecting the Companys net loss of $101,274,530 , partially offset by non-cash charges totaling $80,514,712 and $10,132,667 of net cash provided by changes in operating assets and liabilities. Non-cash charges for the year ended December 31, 2025, consisted principally of $54,794,525 in stock-based compensation, $12,554,266 in impairment charges related to goodwill and intangible assets, $5,988,257 pertaining to reserve for obsolete inventory and $3,211,064 in depreciation and amortization of fixed assets and intangible assets. Changes in operating assets and liabilities provided net cash of $8,483,520 , driven primarily by an increase in accounts payable of $2,195,822 and an increase in accrued expenses and other liabilities of $3,233,642 , as well as a decrease in inventories of $1,890,925 and a decrease in accounts receivable of $799,771. These inflows were partially offset by an increase in amounts due from related parties of $321,090. Net cash used in operating activities for the year ended December 31, 2024, was $1,224,993, reflecting a net loss of $6,856,226, partially offset by non-cash charges of $2,289,148 and $3,342,085 of net cash provided by changes in operating assets and liabilities. Changes in operating assets and liabilities were principally driven by an increase in accrued liabilities of $1,564,576 and an increase in amounts due from related parties of $3,326,274, partially offset by a decrease in accounts payable of $882,315 and an increase in other assets of $587,539. *Cash from investing activities* Net cash used in investing activities for the year ended December 31, 2025, was $881,526, consisting of capitalized software development costs related to DelivMeds platform. Net cash provided by investing activities for the year ended December 31, 2024, was $469,072, primarily reflecting cash acquired in connection with the acquisitions of Wood Sage LLC and Wellgistics LLC, partially offset by $377,288 in capitalized software development costs and $85,008 paid for a lease security deposit. | 64 | | | | | *Cash from financing activities* Net cash provided by financing activities for the year ended December 31, 2025, was $10,750,790. Cash inflows during the period consisted of proceeds of $20,070,000 from borrowings under the revolving line of credit, $4,000,000 from the issuance of common stock in connection with the Companys initial public offering, $4,534,053 from a subsequent public offering, $2,298,000 from the exercise of warrants, and $2,838,787 from common stock issuances under the Hudson Equity Purchase Agreement. Additionally, the Company received $1,733,961 from Agile Capital financing, $1,482,950 from merchant cash advance agreements, and $865,000 from the issuance of promissory notes. These inflows were partially offset by $23,957,337 in repayments of the revolving line of credit, $1,513,969 in repayments of merchant cash advance obligations, $652,931 in repayments of the Agile Capital term loan, $137,141 in repayment of the seller promissory note, and $1,471,141 in offering costs incurred in connection with the Companys equity offerings during the year. Net cash provided by financing activities for the year ended December 31, 2024, was $1,782,893, primarily reflecting proceeds of $756,480 from borrowings under a revolving line of credit and $1,314,500 from merchant cash advance agreements, as well as $10,000 from common stock issuances, partially offset by $135,777 in repayments of the seller promissory note and $162,310 in offering costs. **Off-Balance Sheet Arrangements** During the years presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules. **Critical Accounting Policies and Estimates** Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (i) the estimate or assumption is complex in nature or requires a high degree of judgment and (ii) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 1 to our financial statements included elsewhere in this proxy statement/prospectus. Our critical accounting policies include: **Revenue Recognition** **** The Company adopted Accounting Standards Codification (ASC) 606 upon inception. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or services promised within each contract and determined those that were performance obligations, and assessed whether each promised good or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Companys website. Customers generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have been given terms extending out to 45 days. | 65 | | | | | ** *Wellgistics LLC.* The Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected from customers for goods not yet delivered is recorded as unearned revenue. The company recognizes a refund liability if it receives consideration from a customer and expects to refund some or all of that consideration to the customer. A refund liability is measured at the amount of consideration received (or receivable) for which the company does not expect to be entitled (that is, amounts not included in the transaction price). The refund liability (and corresponding change in the transaction price and, therefore, the contract liability) is updated at the end of each reporting period for changes in circumstances. *Wellgistics Pharmacy* The Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize revenue. Step One: Identify the contract with the customer The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract Each prescription is distinct to the Customer. Step Three: Determine the transaction price The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and stand-alone selling price. Step Five: Recognize revenue when or as the entity satisfies a performance obligation Revenue is recognized upon the delivery of the prescription. **Business Combinations** The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | Pursuant to Item 305(e) of Regulation S-K ( 229.305(e)), the Company is not required to provide the information required by this Item as it is a smaller reporting company, as defined by Rule 229.10(f)(1). | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA | | | 66 | | | | | **** **TABLE OF CONTENTS TO FINANCIAL STATEMENTS** **Consolidated Financial Statements** **Table of Contents** | Report of Independent Registered Public Accounting Firm (Firm ID: 6727) | F-2 | | | Consolidated Balance Sheets | F-3 | | | Consolidated Statements of Operations and Comprehensive Loss | F-4 | | | Consolidated Statements of Changes in Stockholders Equity (Deficit) | F-5 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to the Consolidated Financial Statements | F-7 | | | F-1 | | **** **Report of Independent Registered Public Accounting Firm** **** To the Stockholders and Board of Directors of Wellgistics Health, Inc. **** **Opinion on the Consolidated Financial Statements** **** We have audited the accompanying consolidated balance sheets of Wellgistics Health, Inc. and the subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, consolidated statements of stockholders equity (deficit) and consolidated statements of cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with Generally Accepted Accounting Principles of United States of America. **Matters related to Going Concern** **** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs, it may be required to reduce the scope of its planned development. The company has suffered losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Emphasis of Matters** **** | a. | We draw attention to Note 4 - Inventories, net, which describes matters related to certain inventory acquired from First Defense Nasal Screen Corp (FDNS). As discussed in the note, the inventory has experienced minimal sales activity, and management has determined that there is no active market and that the inventory is non-moving. Based on this assessment, the Company concluded that the carrying value of the inventory was not recoverable and recorded a reserve for obsolete inventory of $5,988,257, which is included in cost of net revenues in the consolidated statements of operations. Our opinion is not modified with respect to this matter. | | | | | | | | b. | We draw attention to Note 9 to the consolidated financial statements, which describes the grant of 9,000,000 shares of restricted common stock to the Companys Chief Executive Officer on February 28, 2025, under the Companys Amended and Restated 2023 Equity Incentive Plan. As discussed in the note, although the award was originally subject to performance-based vesting conditions over a three-year period, the Compensation Committee approved an acceleration of vesting on July 24, 2025, which was subsequently ratified by the Board of Directors, resulting in full vesting during the third quarter of 2025. Accordingly, the Company recognized stock-based compensation expense of approximately $24.3 million for the year ended December 31, 2025, with no remaining unrecognized compensation cost as of year end. Our opinion is not modified with respect to this matter. | | | | | | | | c. | We draw attention to Note 13 to the consolidated financial statements, which describes litigation initiated by the Company against certain former officers and directors relating to alleged breaches of fiduciary duty, contractual matters, and related claims. As disclosed, obligations associated with certain arrangements subject to dispute are recorded as liabilities of approximately $17.5 million as of December 31, 2025. The outcome of the litigation, including a pending motion to compel arbitration and additional claims asserted subsequent to year end, is inherently uncertain and may result in the reversal of all or a portion of the recorded liabilities in future periods. Because this matter may give rise to a gain contingency, no amounts have been recognized for any potential recovery. Our opinion is not modified with respect to this matter. | | **Basis for Opinion** **** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have nor we have engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. **/s/ Suri & Co., Chartered Accountants** We have served as the Companys auditors since 2022. Place: Bengaluru, India Date: March 20, 2026 | F-2 | | **** **** **** **WELLGISTICS HEALTH, INC** **** **CONSOLIDATED BALANCE SHEETS** | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | ASSETS | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | | $ | 42,571 | | | $ | 1,028,336 | | | | Accounts receivable, related party | | | - | | | | 271,298 | | | | Accounts receivable, net | | | 1,137,219 | | | | 2,453,517 | | | | Inventories, net | | | 1,639,426 | | | | 9,518,608 | | | | Prepaid expenses | | | - | | | | 524 | | | | Due from related parties | | | - | | | | 1,021,000 | | | | Deferred offering costs | | | - | | | | 875,385 | | | | Total current assets | | | 2,819,216 | | | | 15,168,668 | | | | Property, plant and equipment, net | | | 229,376 | | | | 388,180 | | | | Capitalized software | | | 1,850,358 | | | | 1,618,017 | | | | Operating lease, right-of-use-assets | | | 966,893 | | | | 1,528,128 | | | | Goodwill | | | 14,193,923 | | | | 16,219,929 | | | | Other intangible assets, net | | | 10,314,675 | | | | 20,746,009 | | | | Note receivable | | | - | | | | 139,771 | | | | Other assets | | | - | | | | 1,438,940 | | | | Deposits | | | 85,008 | | | | 85,008 | | | | Total assets | | $ | 30,459,449 | | | $ | 57,332,650 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | | $ | 11,665,135 | | | $ | 6,308,754 | | | | Accounts payable, related party | | | 25,500 | | | | 25,500 | | | | Accounts payable | | | 25,500 | | | | 25,500 | | | | Accrued expenses and other liabilities | | | 6,407,722 | | | | 4,320,417 | | | | Due to related parties | | | 225,000 | | | | 4,944,770 | | | | Due to seller | | | - | | | | 10,000,000 | | | | Due to related parties | | | 225,000 | | | | 4,944,770 | | | | Current portion of debt obligations, net of debt discount | | | 10,887,520 | | | | 11,927,816 | | | | Operating lease liabilities- current portion | | | 569,251 | | | | 519,490 | | | | Total current liabilities | | | 29,780,128 | | | | 38,046,747 | | | | Notes payable | | | 12,600,000 | | | | 10,100,000 | | | | Note payable, related party | | | - | | | | 1,300,000 | | | | Note payable | | | - | | | | 1,300,000 | | | | Loan payable | | | - | | | | 55,085 | | | | Operating lease liabilities | | | 527,122 | | | | 1,096,372 | | | | Total liabilities | | $ | 42,907,250 | | | $ | 50,598,204 | | | | | | | | | | | | | | | Commitments and contingencies (Note 13) | | | - | | | | - | | | | | | | | | | | | | | | Stockholders equity (deficit): | | | | | | | | | | | Common stock, $0.0001 par value, 500,000,000 shares authorized, 102,289,619 and 51,055,508 shares issued and 101,307,498 and 51,055,508 shares outstanding as of December 31, 2025 and December 31, 2024, respectively | | | 10,131 | | | | 5,105 | | | | Additional paid-in capital | | | 98,573,758 | | | | 16,486,501 | | | | Accumulated deficit | | | (111,031,690 | ) | | | (9,757,160 | ) | | | Total stockholders equity (deficit) | | | (12,447,801 | ) | | | 6,734,446 | | | | Total liabilities and stockholders equity (deficit) | | $ | 30,459,449 | | | $ | 57,332,650 | | | The accompanying notes are an integral part of these financial statements. | F-3 | | **** **WELLGISTICS HEALTH, INC.** **** **CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS** | | | | | | | | | | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Net revenues | | $ | 23,337,860 | | | $ | 18,128,831 | | | | Cost of net revenues | | | 29,764,279 | | | | 16,361,517 | | | | Gross profit (loss) | | | (6,426,419 | ) | | | 1,767,314 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative | | | 70,332,827 | | | | 6,797,782 | | | | Sales and marketing | | | 1,224,521 | | | | - | | | | Depreciation and amortization | | | 3,211,064 | | | | 1,114,664 | | | | Goodwill and intangible assets impairment | | | 12,554,266 | | | | - | | | | Total operating expenses | | | 87,322,678 | | | | 7,912,446 | | | | | | | | | | | | | | | Loss from operations | | | (93,749,097 | ) | | | (6,145,132 | ) | | | | | | | | | | | | | | Other income/(expense): | | | | | | | | | | | Interest expense, net | | | (4,579,556 | ) | | | (831,467 | ) | | | Loss on debt extinguishment | | | (2,987,922 | ) | | | - | | | | Other income | | | 42,045 | | | | 120,373 | | | | Total other expense, net | | | (7,525,433 | ) | | | (711,094 | ) | | | | | | | | | | | | | | Net loss before income taxes | | | (101,274,530 | ) | | | (6,856,226 | ) | | | Provision for income taxes | | | - | | | | - | | | | Net loss | | $ | (101,274,530 | ) | | $ | (6,856,226 | ) | | | | | | | | | | | | | | Weighted average common shares outstanding - basic and diluted | | | 70,986,200 | | | | 47,252,081 | | | | Net loss per common share - basic and diluted | | $ | (1.43 | ) | | $ | (0.15 | ) | | The accompanying notes are an integral part of these financial statements. | F-4 | | **WELLGISTICS HEALTH, INC.** **** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)** | | | | | | | | | Additional | | | | | | Total | | | | | | Common Stock | | | Paid-In | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity (Deficit) | | | | Balance at December 31, 2023 | | | 44,720,000 | | | $ | 4,472 | | | $ | (3,972 | ) | | $ | (2,900,934 | ) | | $ | (2,900,434 | ) | | | Common stock issued for services | | | 1,341,600 | | | | 134 | | | | 680,666 | | | | - | | | | 680,800 | | | | Common stock issued to employees | | | 820,612 | | | | 82 | | | | 410,224 | | | | - | | | | 410,306 | | | | Common stock issued pursuant to business combinations | | | 4,173,296 | | | | 417 | | | | 15,399,583 | | | | - | | | | 15,400,000 | | | | Net loss | | | - | | | | - | | | | - | | | | (6,856,226 | ) | | | (6,856,226 | ) | | | Balance at December 31, 2024 | | | 51,055,508 | | | $ | 5,105 | | | $ | 16,486,501 | | | $ | (9,757,160 | ) | | $ | 6,734,446 | | | | Balance | | | 51,055,508 | | | $ | 5,105 | | | $ | 16,486,501 | | | $ | (9,757,160 | ) | | $ | 6,734,446 | | | | Common stock issued pursuant to IPO | | | 888,889 | | | | 89 | | | | 3,999,911 | | | | - | | | | 4,000,000 | | | | Common stock issued pursuant to consulting agreements | | | 152,000 | | | | 15 | | | | 543,505 | | | | - | | | | 543,520 | | | | Common stock issued pursuant to equity purchase agreement | | | 3,426,254 | | | | 343 | | | | 2,838,444 | | | | - | | | | 2,838,787 | | | | Issuance of commitment shares under equity purchase agreement | | | 152,000 | | | | 15 | | | | 594,305 | | | | - | | | | 594,320 | | | | Common stock issued in settlement of due to seller | | | 7,940,118 | | | | 794 | | | | 9,999,206 | | | | - | | | | 10,000,000 | | | | Common stock issued pursuant to public offering | | | 7,142,862 | | | | 714 | | | | 4,533,339 | | | | - | | | | 4,534,053 | | | | Exercise of warrants pursuant to public offering | | | 3,282,858 | | | | 328 | | | | 2,297,672 | | | | - | | | | 2,298,000 | | | | Accelerated vesting of restricted stock to former officer | | | 9,000,000 | | | | 900 | | | | 24,299,100 | | | | - | | | | 24,300,000 | | | | Vested restricted stock granted to consultants | | | 1,061,120 | | | | 106 | | | | 3,072,010 | | | | - | | | | 3,072,116 | | | | Vested restricted stock granted to directors | | | 8,362,494 | | | | 836 | | | | 24,250,397 | | | | - | | | | 24,251,233 | | | | Vested restricted stock granted to employees | | | 1,022,373 | | | | 102 | | | | 1,487,236 | | | | - | | | | 1,487,338 | | | | Common stock issued for services | | | 443,428 | | | | 44 | | | | 545,956 | | | | - | | | | 546,000 | | | | Common stock cancelled | | | (222,205 | ) | | | (22 | ) | | | 22 | | | | - | | | | - | | | | Common stock issued pursuant to debt conversion agreement | | | 7,599,799 | | | | 760 | | | | 5,972,682 | | | | - | | | | 5,973,442 | | | | Offering costs | | | - | | | | - | | | | (2,346,526 | ) | | | - | | | | (2,346,526 | ) | | | Net loss | | | - | | | | - | | | | - | | | | (101,274,530 | ) | | | (101,274,530 | ) | | | Balance at December 31, 2025 | | | 101,307,498 | | | $ | 10,131 | | | $ | 98,573,758 | | | $ | (111,031,690 | ) | | $ | (12,447,801 | ) | | | Balance | | | 101,307,498 | | | $ | 10,131 | | | $ | 98,573,758 | | | $ | (111,031,690 | ) | | $ | (12,447,801 | ) | | The accompanying notes are an integral part of these financial statements. | F-5 | | **WELLGISTICS HEALTH, INC.** **** **CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | 2025 | | | 2024 | | | | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Cash flows from operating activities: | | | | | | | | | | | Net loss | | $ | (101,274,530 | ) | | $ | (6,856,226 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Allowances for credit losses and note receivable | | | 927,596 | | | | 93,378 | | | | Write off of other assets | | | 1,421,269 | | | | | | | | Loss on debt extinguishment | | | 2,987,922 | | | | - | | | | Amortization of debt discount | | | 33,411 | | | | - | | | | Stock-based compensation | | | 54,794,525 | | | | 1,081,106 | | | | Goodwill and intangble assets impairment | | | 12,571,937 | | | | - | | | | Reserve for obsolete inventory | | | 5,988,257 | | | | - | | | | Depreciation | | | 158,804 | | | | 67,616 | | | | Amortization | | | 3,052,260 | | | | 1,047,048 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable, net | | | 799,771 | | | | (40,081 | ) | | | Inventories, net | | | 1,890,925 | | | | (72,356 | ) | | | Prepaid expenses | | | 524 | | | | 11,435 | | | | Other assets | | | - | | | | (587,539 | ) | | | Accounts payable | | | 2,195,822 | | | | (882,315 | ) | | | Accrued expenses and other liabilities | | | 3,233,642 | | | | 1,564,576 | | | | Operating lease liabilities, net | | | 41,746 | | | | 22,091 | | | | Due from / to related parties, net | | | 321,090 | | | | 3,326,274 | | | | Net cash used in operating activities | | | (10,855,029 | ) | | | (1,224,993 | ) | | | Cash flows from investing activities: | | | | | | | | | | | Cash acquired in business combinations | | | - | | | | 931,368 | | | | Deposits for operating leases | | | - | | | | (85,008 | ) | | | Investments in capitalized software | | | (881,526 | ) | | | (377,288 | ) | | | Net cash (used in) provided by investing activities | | | (881,526 | ) | | | 469,072 | | | | Cash flows from financing activities: | | | | | | | | | | | Proceeds from promissory note | | | 865,000 | | | | - | | | | Repayment of seller promissory note | | | (137,141 | ) | | | (135,777 | ) | | | Proceeds from revolving line of credit | | | 20,070,000 | | | | 756,480 | | | | Repayment of revolving line of credit | | | (23,957,337 | ) | | | - | | | | Proceeds from Merchant cash advance | | | 1,482,950 | | | | 1,314,500 | | | | Repayment of merchant cash advance | | | (1,513,969 | ) | | | - | | | | Proceeds from term loan | | | 1,733,961 | | | | - | | | | Repayment f term loan | | | (652,931 | ) | | | - | | | | Proceeds from common stock issued pursuant to equity purchase agreement | | | 2,838,787 | | | | - | | | | Proceeds from common stock issued pursuant to IPO | | | 4,000,000 | | | | - | | | | Proceeds from common stock issued pursuant to public offering | | | 4,534,053 | | | | - | | | | Proceeds from exercise of warrants | | | 2,298,000 | | | | - | | | | Proceeds from common stock issued | | | - | | | | 10,000 | | | | Offering costs | | | (810,583 | ) | | | (162,310 | ) | | | Net cash provided by financing activities | | | 10,750,790 | | | | 1,782,893 | | | | Net change in cash and cash equivalents | | | (985,765 | ) | | | 1,026,972 | | | | Cash and cash equivalents at beginning of period | | | 1,028,336 | | | | 1,364 | | | | Cash and cash equivalents at end of period | | $ | 42,571 | | | $ | 1,028,336 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Cash paid for income taxes | | $ | - | | | $ | - | | | | Cash paid for interest | | $ | 3,110,776 | | | $ | 332,847 | | | | | | | | | | | | | | | Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | Licence acquired through accounts payable | | $ | 2,500,000 | | | $ | - | | | | Issuance of commitment shares under equity purchase agreement | | $ | 594,320 | | | $ | - | | | | Derecognition of promissory note and accrued interest pursuant to debt extinguishment | | $ | 16,146,337 | | | $ | - | | | | Common stock issued in partial settlement of sellers note | | $ | 10,000,000 | | | $ | - | | | | Common stock issued pursuant to debt settlement | | $ | 5,319,859 | | | $ | - | | | | Assets acquired in business combinations | | $ | - | | | $ | 38,906,585 | | | | Liabilities assumed in business combinations | | $ | - | | | $ | 14,726,514 | | | | Common stock issued pursuant to business combinations | | $ | - | | | $ | 15,400,000 | | | | Repayment of note payable by related party on behalf of Company | | $ | - | | | $ | 250,000 | | | | Note payable issued pursuant to business combination | | $ | - | | | $ | 15,000,000 | | | | Liabilities payable pursuant to business combination | | $ | - | | | $ | 10,000,000 | | | | Shares issued pursuant to business combination | | $ | - | | | $ | 15,400,000 | | | | Promissory note issued pursuant to business combination | | $ | - | | | $ | 15,000,000 | | | | Debt assigned to related party | | $ | - | | | $ | 250,000 | | | The accompanying notes are an integral part of these financial statements. | F-6 | | **** **WELLGISTICS HEALTH, INC.** **** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **** **NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **** The Company was initially organized in the name of Ayan Sponsors LLC on September 6, 2022, and subsequently incorporated in the name Danam Health, Inc. (the Company/ us/ we/ our) as a Delaware Corporation that was registered on November 15, 2022, The Companys headquarters are in Tampa, Florida. In January 2023 and May 2023, the Company entered into separate definitive agreements with the owners of Wood Sage LLC (Wood Sage) and Wellgistics LLC, respectively, whereby the Company would acquire all of the respective outstanding membership interests of Wood Sage and Wellgistics LLC. In June 2024, the Company and Wood Sage entered into an amended and revised definitive agreement and closed on the Wood Sage Acquisition, thereby making Wood Sage a wholly owned subsidiary. In connection with the Wood Sage Acquisition, the Company acquired two of its operating subsidiaries, Alliance Pharma Solutions LLC d/b/a DelivMeds (n/k/a Wellgistics Tech & Hub, LLC) (DelivMeds)a pharmaceutical technology huband Community Specialty Pharmacy, LLC (n/k/a Wellgistics Pharmacy, LLC) (Wellgistics Pharmacy)a retail community specialty pharmacy. On August 30, 2024, the Company closed on the Wellgistics Acquisition, thereby making Wellgistics LLCa company focused on wholesale operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant to improve market access to and patient outcomes regarding the medicationsa wholly owned subsidiary. As such, the Company currently exists as a holding company with Wood Sage as a directly held intermediate holding company subsidiary, Wellgistics Tech & Hub, LLC and Wellgistics Pharmacy, LLC as indirect operating subsidiaries, and Wellgistics, LLC as a direct operating subsidiary On October 4, 2024, the Company changed its corporate name to Wellgistics Health, Inc. (referred as Wellgistics Health/WGRX/ the Company/ we/ us/ our) by filing a duly authorized Certificate of Amendment to its Certificate of Incorporation. **** **Initial Public Offering** **** On February 20, 2025, the Company entered into an Underwriting Agreement (the Underwriting Agreement) with Craft Capital Management LLC as representatives of the several underwriters (the Underwriters), relating to the Companys initial public offering (the Offering or IPO) of 888,889 shares of common stock, par value $0.0001 per share, at a public offering price of $4.50 per share, generating gross proceeds of approximately $4 million and net proceeds of approximately $3.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The shares of common stock were offered and sold pursuant to the Companys Registration Statement on Form S-1 (File No. 333-280945), originally filed with the U.S. Securities and Exchange Commission (the Commission) on July 22, 2024, and later amended (as amended, the Registration Statement). The Registration Statement was declared effective by the Commission on February 14, 2025. The closing of the Offering took place on February 24, 2025. A final prospectus describing the terms of the offering was filed with the Commission on February 21, 2025. | F-7 | | The Companys common stock commenced trading on the Nasdaq Capital Market LLC on February 21, 2025, under the symbol WGRX. The IPO generated net proceeds to the Company of approximately $3.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The Company intends to use the net proceeds from the offering to increase its capitalization, provide financial flexibility, and enhance visibility into the marketplace as well as to create a public market for the common stock and for general corporate purposes, including establishing working capital, funding marketing initiatives, and facilitating capital expenditures. **Basis of Presentation and Principles of Consolidation** **** The Companys fiscal year ends on December 31. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.GAAP) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The consolidated financial statements include the consolidated financial statements of Wood Sage since the acquisition on June 16, 2024 and financial statements of Wellgistics, LLC since the acquisition on August 30, 2024. All inter-company balances and transactions are eliminated on consolidation. **Use of Estimates** **** The preparation of the Companys Consolidated Financial Statements and related disclosures in conformity with U.S.GAAP requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the Financial Statements. These estimates are based on information available through the date of the issuance of the financial statements and actual results could differ from those estimates. Areas requiring significant estimates and assumptions by the Company include, but are not limited to: | | provisions for income taxes and related valuation allowances and tax uncertainties; | | | | | lease tenure | | | | recoverability of long-lived assets and their related estimated lives. | | | | fair value of long-term debt and notes receivable | | | | allowance for expected credit losses on financial assets | | | | grant-date fair value and valuation of stock-based compensation awards | | | | estimated useful lives of intangible assets and property, plant and equipment | | | | evaluation of goodwill for impairment | | | | accruals for estimated liabilities | | | | evaluation of equity method investments | | | | net-realizable value of inventory | | **** **Comprehensive Loss** Comprehensive loss includes net loss as well as other changes in stockholders equity that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss presented in the consolidated financial statements for the year ended December 31, 2025 and 2024. **** **Segment Reporting** In accordance with Accounting Standards Codification (ASC) 280, Segment Reporting (ASC 280), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding how to allocate resources and assess performance. | F-8 | | The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The key measures of segment profit or loss reviewed by our CODM are revenue and operating costs. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. See Note 12 for further details. **** **Concentration of Credit Risks and Major Customers** Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits. *Customer Concentration Risk* ** For the year ended December 31, 2025, one customer accounted for approximately 13% of the Companys total revenues. As of December 31, 2025, two customers accounted for approximately 25% and 18%, respectively, of gross accounts receivable. For the year ended December 31, 2024, two customers accounted for approximately 19% and 12%, respectively, of the Companys total revenues. As of December 31, 2024, one customer accounted for approximately 23% of gross accounts receivable. The Companys revenues and accounts receivable are subject to concentration risk due to its reliance on a limited number of significant customers. The loss of any one of these customers, or a material reduction in purchase volumes from such customers, could have a material adverse effect on the Companys business, financial condition, and results of operations. Management continues to actively pursue opportunities to broaden and diversify the Companys customer base in order to reduce its exposure to this concentration risk. **Fair Value of Financial Instruments** **** Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The hierarchy is presented down into three levels based on the reliability of the inputs. | Level 1 | Quoted prices are available in active markets for identical assets or liabilities. | | | | | | | | Level 2 | Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | | | | | | | | Level 3 | Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. | | | F-9 | | The carrying amounts of cash, accounts receivable, note receivable, deposits, accounts payable, accrued liabilities and short-term debt approximate their fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. **Accounts Receivable and Allowances for Credit Losses** Accounts receivable are recorded at the net invoiced amount, net of allowance for credit losses, and do not bear interest. Expected credit losses include losses expected based on known credit issues with specific customers as well as a general expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectability. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for credit losses. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may be in excess of the Companys estimated allowance. The Company uses a loss rate method to estimate its allowance for credit losses. The determination of the current expected credit loss rate begins with our review of historical loss experience as a percentage of accounts receivable. To determine the current allowance for credit losses, we combine the historical and expected credit loss rates and apply them to our period end accounts receivable. The Company provides for a 95% - 100% loss rate of the accounts receivable which are due over the period of 90 days. For the year ended December 31, 2025 and 2024, the Company recognized provision for credit losses of $723,401 and $93,378, respectively, within general and administrative expenses. **Inventories, Net** **** Inventories are stated at the lower of cost and net realizable value. Cost is determined on a first in first out (FIFO) basis. Cost of inventory is determined as the sum of the applicable expenditures and charges directly or indirectly incurred in bringing an article to its existing condition and location. On a quarterly basis, we evaluate inventory for net realizable value using estimates based on historical experience, current or projected pricing trends, specific categories of inventory, age and expiration dates of on-hand inventory and manufacturer return policies. If actual conditions are less favorable than our assumptions, additional inventory write-downs may be required, and no reserve is maintained as obsolete or expired inventories are written off and are presented in cost of net revenues in the accompanying consolidated statements of operations and comprehensive loss. We believe that the inventory valuation provides a reasonable approximation of the current value of inventory. **** **Capitalized Software** The Company complies with the guidance of ASC 350-40, *IntangiblesGoodwill and OtherInternal Use Software*, in accounting for our internally developed system projects that it utilizes to provide our services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for our intended use. Costs for upgrades and enhancements are capitalized, whereas costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for our intended use. As of December 31, 2025 and December 31, 2024, the Company capitalized $2,499,553 and $1,618,017, respectively, in software development cost related to the Delivmeds platform via its DelivMeds subsidiary. These amounts represent the fair value measurement of the capitalized software. For the year ended December 31, 2025, the Company recorded an impairment loss of $649,185 on its capitalized software, reflecting a decrease in the carrying value of the DelivMeds platform software to $1,850,358 as of December 31, 2025. The impairment charge was recorded within goodwill and intangible assets impairment in the consolidated statements of operations. To date, the Delivmeds platform is not yet been placed in service and therefore amortization has not commenced. **** | F-10 | | **Property, Plant and Equipment, Net** Property, plant and equipment, net (PP&E) is stated at cost less accumulated depreciation and amortization and any accumulated impairment losses. Depreciation and amortization are computed using the straight-line method over the assets estimated useful lives. The estimated useful lives of PP&E are as follows: Equipment 5 10 years Furniture and Fixtures 7 years Software 3 5 years Leasehold improvements Shorter of the estimate useful life or remaining lease term Major renewals and improvements are capitalized. Replacements, maintenance, and repairs, which do not significantly improve or extend the useful life of the assets, are expensed when incurred. Upon the sale or retirement of assets, costs and the related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in the results of operations. The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by determining whether there were any triggering events that could impact the Companys assets. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable the Company performs a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group. Should an impairment exist, the impairment loss is measured based on the excess carrying value of the asset over the assets fair value generally determined by estimates of future discounted cash flows. The Company has not identified any such impairment losses for the year ended December 31, 2025 and 2024. **Goodwill** **** Goodwill represents the excess of the cost over the fair market value of net assets acquired in business combinations. In accordance with Intangibles Goodwill and Other (Topic 350), goodwill is not amortized but is tested for impairment at least annually, or more frequently if indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. The Companys reporting units have discrete financial information available, and management regularly reviews the operating results. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the Companys reporting structure. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments, and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Alternatively, the Company may proceed directly to the quantitative test. Under the quantitative test, the estimated fair value of each reporting unit is compared to its carrying value, including goodwill. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, an impairment charge equal to the excess is recognized, up to the maximum amount of goodwill allocated to that reporting unit. During the year ended December 31, 2025, the Company identified certain events and circumstances that indicated potential impairment of goodwill. As a result, the Company performed a quantitative impairment test. The results of the test indicated that the fair value of certain reporting units was lower than the carrying value, resulting in an impairment charge of $2,026,006 for goodwill which is recorded within goodwill and intangible assets impairment in the consolidated statements of operations. | F-11 | | **** **Impairment of Long-Lived Assets** The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. The Company evaluates its intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In accordance with ASC 350, IntangiblesGoodwill and Other, intangible assets with finite lives, such as trademarks and customer relationships, are amortized over their estimated useful lives. The Company compares the carrying value of the intangible asset to its fair value, which is determined based on projected future cash flows. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized, and the asset is written down to its fair value. For the year ended December 31, 2025, the Company recognized an impairment charge of $9,879,075 related to certain intangible assets with finite lives. The impairment primarily resulted from a decline in the fair value of customer relationships and trademarks identified during the acquisitions of Wellgistics LLC and Wood Sage LLC. **Leases** The Company accounts for its leases under ASC 842, *Leases*. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Companys incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company has elected not to combine lease and non-lease components. The non-lease components are accounted for separately and recognized as expenses when incurred. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. **Offering Costs** **** The Company complies with the requirements of ASC 340-10-S99-1. Prior to the completion of an offering, offering costs are capitalized if they are directly related to an equity financing that is probable of successful completion until such financing is consummated. The deferred offering costs are charged to stockholders equity upon the completion of an offering or to expense if the offering is abandoned, terminated, or significantly delayed in the period of determination. Deferred offering costs includes professional fees incurred including legal, accounting, underwriting and advisory services in connection with the Companys equity offering. As of December 31, 2025 and 2024, the Company had capitalized $0 and $875,385, respectively, in deferred offering costs. For the year ended December 31, 2025, a total of $875,385 in previously capitalized offering costs was charged to stockholders equity upon the completion of the IPO. For the year ended December 31, 2025, the Company incurred total offering costs of $1,471,141 related to the IPO and public offering, all of which were charged to stockholders equity upon the completion of the respective offerings. | F-12 | | **** **Revenue Recognition** The Company recognizes revenue from contracts with customers under ASC 606, *Revenue from Contracts with Customers* (ASC 606). To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or services promised within each contract and determined those that were performance obligations, and assessed whether each promised good or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Companys website. Customers generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have been given terms extending out to 45 days. *Distribution* ** Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. The Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected from customers for goods not yet delivered is recorded as a contract liability. *Pharmacy* ** Wellgistics Pharmacy is in the retail pharmacy business and fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize revenue. Step One: Identify the contract with the customer The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract Each prescription is distinct to the Customer. Step Three: Determine the transaction price The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and stand-alone selling price. Step Five: Recognize revenue when or as the entity satisfies a performance obligation Revenue is recognized upon the delivery of the prescription. | F-13 | | *Disaggregation of Revenue* The following is a summary of the disaggregation of revenue for the years ended December 31, 2025 and 2024: SCHEDULE OF DISAGGREGATION OF REVENUE | | | | | | | | | | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Product revenue - distribution services | | $ | 21,868,748 | | | $ | 17,669,468 | | | | Pharmacy retail sales | | | 865,695 | | | | 352,363 | | | | Third party logistics services | | | 603,417 | | | | 107,000 | | | | Net revenues | | $ | 23,337,860 | | | $ | 18,128,831 | | | All revenue for the years ended December 31, 2025 and 2024 were within the United States. Cost of net revenues includes provisions for inventory obsolescence and charges related to vendor shipping advances for which no supplies have been made and are no longer considered recoverable. *Contract Assets and Liabilities* ** Contract assets would include costs and services incurred on contracts with open performance obligations. These amounts would be included in contract assets on the consolidated balance sheets. Contract liabilities include payment received for incomplete performance obligations and are included in Unearned revenue on the consolidated balance sheets. At December 31, 2025 and 2024, the Company had unearned revenue of $488,229 and $245,765, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. **Stock-Based Compensation** The Company accounts for stock-based compensation in accordance with ASC 718, *Compensation Stock Compensation.*The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved. The Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipients costs are classified. See Note 9 for further details. **Net Loss per Share** Net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents both basic and diluted net loss per share. Diluted net loss per share reflects the actual weighted average number of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the calculation of diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are considered anti-dilutive as of December 31, 2025 and 2024, the diluted net loss per share is the same as basic net loss per share for both periods. | F-14 | | For the year ended December 31, 2025, the following items were excluded from the computation of diluted net loss per share because including these securities would have been anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Unvested restricted common stock issued not outstanding | | | 982,121 | | | | - | | | | Warrants | | | 3,860,004 | | | | - | | | | Total potentially dilutive shares | | | 4,842,125 | | | | - | | | **Recent Accounting Pronouncements** **** Recently Adopted Standards *ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures* In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*. The ASU requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollar amounts and percentages, with specific categories and further disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pre-tax income (loss) by the applicable statutory rate. The ASU also requires disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis. The adoption had a financial statement disclosure impact only and did not have a material impact on the Companys consolidated financial statements. *ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*. The ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, as well as other segment items and a description of its composition. The ASU also requires entities with a single reportable segment to provide all disclosures required under the standard. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption had a financial statement disclosure impact only and did not have a material impact on the Companys consolidated financial statements. Recently Issued Standards Not Yet Adopted *ASU 2023-08 Accounting for and Disclosure of Crypto Assets* In December 2023, the FASB issued ASU 2023-08, *Intangibles Goodwill and Other Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets*. The ASU requires entities to subsequently measure qualifying crypto assets at fair value, with changes in fair value recognized in net income each reporting period. The ASU also establishes specific disclosure requirements, including information about significant crypto asset holdings, contractual sale restrictions, and changes in such holdings. The guidance applies to crypto assets that meet all of the following criteria: | | Meet the definition of intangible assets as defined in the ASC Master Glossary; | | | | Do not provide enforceable rights to or claims on underlying goods, services, or other assets; | | | | Are created or reside on a distributed ledger based on blockchain or similar technology; | | | | Are secured through cryptography; | | | | Are fungible; and | | | | Are not created or issued by the reporting entity or its related parties. | | | F-15 | | ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company does not currently hold any material crypto assets. Accordingly, the adoption of ASU 2023-08 is not expected to have a material impact on the Companys consolidated financial statements; however, the Company will continue to monitor its investment activities and evaluate the impact of the standard should it acquire crypto assets in the future. *ASU 2024-03 Disaggregation of Income Statement Expenses* In November 2024, the FASB issued ASU 2024-03, *Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*. The ASU requires public business entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in expense line items presented on the face of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. *ASU 2025-05 Measurement of Credit Losses for Accounts Receivable and Contract Assets* In July 2025, the FASB issued ASU 2025-05, *Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*: The ASU provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets when estimating expected credit losses. The guidance is effective for annual and interim reporting periods beginning after December 15, 2025, with early adoption permitted. The Company does not expect ASU 2025-05 to have a material impact on its consolidated financial statements. *ASU 2025-06 Targeted Improvements to the Accounting for Internal-Use Software* In September 2025, the FASB issued ASU 2025-06, *Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software:* The ASU requires entities to begin capitalizing software development costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform its intended function (the probable-to-complete recognition threshold). The amendments are effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments using a prospective, modified retrospective, or retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-06 and will assess the impact upon adoption. ** *ASU 2025-11 Interim Reporting: Narrow-Scope Improvements* In December 2025, the FASB issued ASU 2025-11, *Interim Reporting (Topic 270): Narrow-Scope Improvements*: The ASU requires entities to disclose events occurring since the end of the last annual reporting period that have a material impact on the entity. The amendments apply to all entities that present interim financial statements in accordance with GAAP. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. The Company expects ASU 2025-11 to impact its disclosures only and does not expect it to affect its results of operations, financial condition or cash flows. NOTE 2. LIQUIDITY AND GOING CONCERN For the years ended December 31, 2025 and 2024, the Company has a net loss of $101,274,530 and $6,856,226, respectively, and had an accumulated deficit of $111,031,690 as of December 31, 2025. For the year ended December 31, 2025, the Company has net cash used in operating activities of $10,855,029. These factors raise substantial doubt about the Companys ability to continue as a going concern within twelve months from the date these consolidated financial statements are issued. | F-16 | | Management Plan Subsequent to December 31, 2025, the Company completed two private placements of convertible promissory notes raising aggregate gross proceeds of $9,000,000. On January 5, 2026, the Company entered into a note purchase agreement with certain investors pursuant to which the Company issued and sold convertible promissory notes in an aggregate principal amount of $3,125,000 for aggregate gross proceeds of $2,500,000, reflecting a 20% original issue discount. On January 16, 2026, the Company entered into a note purchase agreement with certain investors pursuant to which the Company issued and sold secured convertible promissory notes in an aggregate principal amount of $8,125,000 for aggregate gross proceeds of $6,500,000, reflecting a 20% original issue discount, secured by the assets of the Company and its wholly-owned subsidiaries. The proceeds from these offerings are being used to fund working capital requirements and general corporate purposes. See Note 15. In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has determined that the aforementioned plans do not sufficiently alleviate the substantial doubt about the Companys ability to continue as a going concern through twelve months from the date these audited consolidated financial statements are issued. There can be no assurance that the Company will generate sufficient cash flows from operations, successfully refinance or repay its near-term debt obligations, or secure additional financing on acceptable terms, or at all. These audited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. **NOTE 3. ACCOUNTS RECEIVABLE, NET** Accounts receivable, net consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE, NET | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Billed Third Party | | $ | 1,984,424 | | | $ | 3,394,112 | | | | Billed Affiliates | | | - | | | | 271,298 | | | | Total Accounts Receivable | | | 1,984,424 | | | | 3,665,410 | | | | Less: Allowance for credit losses | | | (847,205 | ) | | | (940,595 | ) | | | Total accounts receivable, net | | $ | 1,137,219 | | | $ | 2,724,815 | | | **NOTE 4. INVENTORIES, NET** Inventory consists of the following: SCHEDULE OF INVENTORY | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | First Defense Nasal Screen Corp (FDNS) | | $ | 5,988,257 | | | $ | 6,717,373 | | | | Finished goods | | | 2,072,985 | | | | 3,034,836 | | | | Total inventory, at cost | | | 8,061,242 | | | | 9,752,209 | | | | Less: reserve for obsolescence | | | (6,421,816 | ) | | | (233,601 | ) | | | Inventories, net | | $ | 1,639,426 | | | $ | 9,518,608 | | | Inventory consists of products that were purchased by Wellgistics, LLC in 2020 from First Defense Nasal Screen Corp (FDNS). An ongoing legal dispute between the Company and the supplier has been settled where the Company was awarded $4.6 million. The award was not accounted for due to the uncertainty of receipt. Following the bankruptcy filing of FDNS the court awarded the complete possession of the inventory to the Company and Vide the United States Bankruptcy Court order dated March 15, 2023, the entity is in receipt of a monthly plan payment of $3,014 for the FDNS from March 2023 which has been included in other income in the consolidated statements of operations. The related inventory has experienced minimal sales activity, and management determined that there is no active market for the product and that the inventory is non-moving. Based on this assessment, the Company concluded that the carrying value was not recoverable. Accordingly, the Company recorded a reserve for obsolete inventory of $5,988,257, which is included in cost of net revenues in the consolidated statements of operations. | F-17 | | **NOTE 5. PROPERTY, PLANT AND EQUIPMENTS, NET** Property, plant and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Leasehold Improvements | | $ | 766,467 | | | $ | 766,467 | | | | Equipment | | | 589,208 | | | | 589,208 | | | | Furniture & Fixtures | | | 152,161 | | | | 152,161 | | | | Property, plant and equipment, gross | | | 1,507,836 | | | | 1,507,836 | | | | Less: Accumulated Depreciation | | | (1,278,460 | ) | | | (1,119,656 | ) | | | Property, plant and equipment, net | | $ | 229,376 | | | $ | 388,180 | | | Depreciation expense was $158,804 and $67,616 for the years ended December 31, 2025 and 2024, respectively. **** **NOTE 6. INTANGIBLE ASSETS** Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Software development costs - Delivmeds | | $ | 2,499,543 | | | $ | 1,618,017 | | | | Accumulated impairment | | | (649,185 | ) | | | - | | | | Capitalized software | | $ | 1,850,358 | | | $ | 1,618,017 | | | | | | | | | | | | | | | Customer relationships - Woodsage acquisition | | | 393,853 | | | | 393,853 | | | | Customer relationships - Wellgistics acquisition | | | 11,256,067 | | | | 11,256,067 | | | | Trademark - Wellgistics acqusition | | | 10,143,137 | | | | 10,143,137 | | | | License rights | | | 2,500,000 | | | | - | | | | Intangible assets, gross | | | 24,293,057 | | | | 21,793,057 | | | | Accumulated amortization | | | (4,099,307 | ) | | | (1,047,048 | ) | | | Accumulated impairment | | | (9,879,075 | ) | | | - | | | | Other intangible assets, net | | $ | 10,314,675 | | | $ | 20,746,009 | | | Intangible assets of $393,853 represent customer relationships identified and measured at fair value pursuant to the Wood Sage business combination completed in June 2024. Amortization expense related to these intangible assets was $49,232 and $26,841 for the years ended December 31, 2025 and 2024, respectively. Intangible assets of $11,256,067 and $10,143,137 represent customer relationships and trademarks, respectively, identified and measured at fair value pursuant to the Wellgistics, LLC business combination completed in August 2024. Amortization expense related to customer relationships was $1,876,011 and $637,308 for the years ended December 31, 2025 and 2024, respectively. Amortization expense related to the Wellgistics trademark was $1,127,015 and $382,876 for the years ended December 31, 2025 and 2024, respectively. On November 24, 2025, the Company entered into a License Agreement with Datavault AI Inc., pursuant to which the Company obtained a non-transferable license to certain proprietary technology for use within the United States pharmaceutical distribution market. In connection with this agreement, the Company recorded a license right intangible asset of $2,500,000, representing the non-refundable license fee payable under the agreement. The license right has been determined to be a finite-lived intangible asset. As the licensed technology had not yet been placed into service as of December 31, 2025, no amortization was recorded during the year ended December 31, 2025. Amortization is expected to commence upon the technology being placed into service, which is currently anticipated to occur in 2026, and will be recognized on a straight-line basis over an estimated useful life of seven years. | F-18 | | During the year ended December 31, 2025, the Company identified indicators of impairment related to certain intangible assets acquired in connection with the Wellgistics LLC business combination. Accordingly, the Company performed a recoverability assessment of the affected assets and recognized impairment charges of $5,314,027 related to Wellgistics customer relationships and $4,565,048 related to the Wellgistics trademark, for a total intangible asset impairment charge of $9,879,075. These charges were recorded within goodwill and intangible asset impairment in the consolidated statements of operations and reduced the carrying values of the respective assets to their estimated fair values as of December 31, 2025. No impairment charges were recognized during the year ended December 31, 2024. Other intangible assets, net as of December 31, 2025 and 2024 were $10,314,675 and $20,746,009, respectively, as reflected in the accompanying consolidated balance sheets. The following table represents the future amortization of intangibles assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLES ASSETS | Year Ended December 31, | | | | | | 2026 | | $ | 1,672,991 | | | | 2027 | | | 1,672,991 | | | | 2028 | | | 1,672,991 | | | | 2029 | | | 1,672,991 | | | | 2030 | | | 1,423,045 | | | | Thereafter | | | 2,199,666 | | | | Intangible assets | | | 10,314,675 | | | **** NOTE 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Accrued personnel costs | | $ | 4,588,421 | | | $ | 3,112,470 | | | | Accrued professional fees | | | 114,429 | | | | 347,829 | | | | Accrued expenses | | | 199,053 | | | | - | | | | Credit card obligation | | | 183,943 | | | | 110,201 | | | | Unearned revenue | | | 488,229 | | | | 245,765 | | | | Accrued interest | | | 833,647 | | | | 504,152 | | | | Accrued expenses and other liabilities | | $ | 6,407,722 | | | $ | 4,320,417 | | | | F-19 | | **NOTE 8. DEBT** **** Outstanding debt consists of the following: SCHEDULE OF OUTSTANDING DEBT | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Merchant cash advance | | $ | 1,744,134 | | | $ | 1,259,415 | | | | Loan payable | | | 1,601,052 | | | | - | | | | Note payable - owners of Wellgistics | | | 5,000,000 | | | | 5,000,000 | | | | Note payable - third party, net of debt discount | | | 898,411 | | | | - | | | | Revolving line of credit | | | 1,643,923 | | | | 5,531,260 | | | | Seller promissory note | | | - | | | | 137,141 | | | | Current portion of debt obligations | | | 10,887,520 | | | | 11,927,816 | | | | | | | | | | | | | | | Merchant cash advance | | $ | - | | | $ | 55,085 | | | | Third party investor | | | 100,000 | | | | 100,000 | | | | Note payable - Integral Health | | | - | | | | 1,300,000 | | | | Note payable - owners of Wellgistics | | | 12,500,000 | | | | 10,000,000 | | | | Long-term debt | | | 12,600,000 | | | | 11,455,085 | | | | Total debt | | $ | 23,487,520 | | | $ | 23,382,901 | | | As of December 31, 2025 and 2024, total unamortized debt discount was $1,568,776 and $519,430, respectively. *Integral Health Inc. (Integral Health)* ** On August 22, 2023, Wood Sage entered into a non-interest bearing promissory note (Note) with Integral Health, a then related party with common ownership and board members, pursuant to which Integral made a certain loan to Wood Sage in the amount of $1,300,000 to satisfy the purchase price under the agreements by which Wood Sage acquired Wellgistics Pharmacy and DelivMeds. No later than 30 days after a change in control to Wood Sage, the aggregate unpaid principal balance of the Note became due and payable by Wood Sage, which occurred upon the consummation of the Companys acquisition of Wood Sage. On October 30, 2025, the Company entered into a Debt Conversion Agreement (the Integra Health DCA) with Integra Health Inc., Blue Cap Acquisitions LLC, and WoodSage. Pursuant to the agreement, the outstanding indebtedness of $1,300,000 under the Note was converted into 1,857,143 shares of the Companys common stock at a stated conversion price of $0.70 per share. The fair value of the shares issued on the conversion date was $0.786 per share. As a result, the total fair value of the equity issued exceeded the carrying amount of the debt extinguished by approximately $159,714. Accordingly, the Company recognized a loss on debt extinguishment of $159,714 for the year ended December 31, 2025, which is included in other expense in the consolidated statements of operations. Upon conversion, the Note was fully satisfied and extinguished. *Merchant Cash Advances* ** On March 18, 2025, the Company entered into a merchant cash advance (March 2025 MCA) agreement with Cedar Advance LLC pursuant to which it received gross funding of $1,900,000 in exchange for the sale of future receivables totaling $2,840,000. Of the $1,900,000 gross funding, $1,118,250 was applied directly to satisfy the amount outstanding under a prior MCA arrangement, and the remaining $781,750 was remitted to the Company for working capital purposes. The Company accounts for the arrangement as a debt obligation. The difference between the repayment amount and the net proceeds received was recorded as a debt discount and is amortized to interest expense over the estimated term of the agreement using the effective interest method. On October 20, 2025, the Company refinanced the March 2025 MCA pursuant to a new agreement with Cedar Advance LLC. Under the October agreement, the stated purchase price was $2,898,000. Of this amount, $1,198,800 was applied directly to satisfy outstanding amounts under the prior MCA, and $701,200 was remitted to the Company. The total repayment obligation under the new arrangement resulted in a principal balance of $1,900,000, with fixed weekly payments of $56,800 over an estimated 51-week term. | F-20 | | The Company evaluated the March 2025 and October 2025 refinancing in accordance with ASC 470 and concluded that the transaction represented a debt extinguishment. Accordingly, the remaining unamortized debt discount associated with the refinancing written off, and the Company recognized a loss on debt extinguishment of $402,153 for the year ended December 31, 2025. For the years ended December 31, 2025 and 2024, the Company recognized amortization of debt discount of $1,252,211 and $217,017 related to its merchant cash advance arrangements, which is recorded as interest expense in the consolidated statements of operations. As of December 31, 2025, the gross contractual repayment obligation under the merchant cash advance was $2,547,200. The related unamortized debt discount was $803,066, resulting in a net carrying amount of $1,744,134, which is classified as a current liability in the consolidated balance sheets. As of December 31, 2024, the gross contractual repayment obligation under the merchant cash advance was $1,833,930. The related unamortized debt discount was $519,430, resulting in a net carrying amount of $1,314,500, of which $1,259,415 was classified as a current liability and $55,085 was classified as a long-term liability in the consolidated balance sheets. *Loan Payable* ** During the year ended December 31, 2025, the Company entered into multiple financing arrangements with Agile Capital Funding LLC (Agile) and the Company accounts for these arrangements as debt obligations. On May 14, 2025, the Company entered into an agreement with Agile pursuant to which it received net proceeds of $500,000 in exchange for total contractual repayments of $756,000. The agreement required fixed weekly payments over an estimated 24-week term. The Company recorded the obligation at the net proceeds received, with the excess of the total contractual repayment amount over the net proceeds recorded as a debt discount. The debt discount was amortized to interest expense over the estimated term of the agreement using the effective interest method. On June 25, 2025, the Company entered into a separate agreement with Agile pursuant to which it received net proceeds of $250,000 in exchange for total contractual repayments of $367,200. The arrangement required fixed weekly payments over an estimated 28-week term. The Company recorded the obligation at the net proceeds received and recognized a corresponding debt discount, which was amortized to interest expense using the effective interest method. On August 26, 2025, the Company entered into a refinancing arrangement with Agile pursuant to which it received net proceeds of approximately $500,074. Total contractual repayments under the August agreement were approximately $1,872,000, with fixed weekly payments over an estimated 33-week term. The August 2025 agreement was used to satisfy the outstanding balances of both the May 14, 2025 and June 25, 2025 arrangements. The Company evaluated the transaction under ASC 470-50 and concluded that the refinancing represented an extinguishment of the prior debt obligations. Accordingly, the Company derecognized the carrying amounts of the extinguished debt and recorded a loss on debt extinguishment related to the write-off of the remaining unamortized debt discount. On October 29, 2025, the Company refinanced the August 2025 arrangement pursuant to a new agreement with Agile. Under the October agreement, the Company received net proceeds of $533,889, of which $50,000 represented issuance costs to be amortized over the term of the debt. Total contractual repayments under the October agreement are $2,880,000, with fixed weekly payments of $75,789 over an estimated 38-week term. A portion of the proceeds was applied directly to satisfy the outstanding balance of the August 2025 obligation. The Company accounted for the October transaction as a debt extinguishment in accordance with ASC 470-50 and recognized a loss related to the write-off of the remaining unamortized debt discount associated with the extinguished debt. | F-21 | | For the year ended December 31, 2025, the Company recognized total losses on debt extinguishment of $578,524 related to Agile refinancing. For the year ended December 31, 2025, the Company recognized $765,681 of debt discount amortization, which is included in interest expense in the consolidated statements of operations. As of December 31, 2025, the gross contractual repayment obligation under the Agile agreement was $2,366,766. The related unamortized debt discount was $765,710, resulting in a net carrying amount of $1,601,056, which is classified as a current liability in the consolidated balance sheets. *Note payable owners of Wellgistics, LLC* ** On August 23, 2024, Wellgistics Health and the owners of Wellgistics LLC entered into the Fourth Amendment to the Membership Interest Purchase Agreement (MIPA). Pursuant to the amended agreement, the Company issued a promissory note in the aggregate principal amount of $15,000,000, which bears simple interest at a rate equal to the Prime Rate as published by The Wall Street Journal on January 1 of the applicable year. The principal and accrued interest were originally payable in three equal annual installments commencing on the first anniversary of the effective date of the related registration statement. On July 24, 2025, the parties executed the Eighth Amendment to the MIPA, which increased the principal amount of the promissory note from $15.0 million to $17.5 million and modified the repayment schedule whereby $5,000,000 of principal shall be payable on the first and second anniversaries and $7,500,000 of principal shall be payable on the third anniversary, of the effective date of Promissory Note, The Company evaluated the amendment in accordance with ASC 470-50, DebtModifications and Extinguishments, and concluded that the changes constituted a debt extinguishment. As a result, the original note and related accrued interest of $1,146,337 were derecognized. The Company recognized a non-cash loss on debt extinguishment of $1,353,663 during the year ended December 31, 2025. For the years ended December 31, 2025 and 2024, the Company recognized interest expenses of $1,373,390 and $425,000, respectively, related to the seller promissory note. As of December 31, 2025 and 2024, accrued interest on the note totaled $652,055 and $425,000, respectively, and is included in accrued expenses and other current liabilities on the accompanying consolidated balance sheet. As of December 31, 2025, $5,000,000 of the amended promissory note was classified as a current liability and the remaining $12,500,000 was classified as non-current in the consolidated balance sheets. As of December 31, 2024, $5,000,000 was classified as current and the remaining $10,000,000 was classified as long-term. *Note Payable Third party* ** On January 2, 2025, the Company entered into an unsecured promissory note agreement for a principal amount of $448,411. The promissory note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on May 15, 2025. In the event of default, interest accrues at a default rate of 12% per annum. In connection with this note, the Company received net proceeds of $415,000, with the remaining $33,411 recognized as a debt discount. For the year ended December 31, 2025, the Company recorded interest expense of $44,442. For the same year, the Company recognized amortization of debt discount of $33,411 related to this promissory note. As of December 31, 2025, accrued interest payable on this note was $44,442 and the outstanding principal of $448,411 is classified under current liabilities. As of the issuance date of these financial statements, the parties are currently working on an extension. On February 2, 2025, the Company entered into an unsecured promissory note agreement for a principal amount of $100,000. The promissory note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on August 15, 2025. In the event of default, interest accrues at a default rate of 12% per annum. Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due within five (5) days after receipt of written notice from the payee. As of December 31, 2025, the Company had not received any such written notice and, accordingly, no event of default had occurred. For the year ended December 31, 2025, the Company recorded interest expense of $9,062 related to this note. As of December 31, 2025, accrued interest payable on this note was $9,062, and the outstanding principal of $100,000 is classified under current liabilities. On April 8, 2025, the Company issued a Promissory Note to Strategic EP, LLC in the principal amount of $250,000. The note bears interest at a rate of 10% per annum. Under the terms of the agreement, the outstanding principal and accrued interest are payable on the earlier of (i) April 8, 2026, or (ii) within five business days following the Companys receipt of aggregate gross proceeds of at least $10 million from one or more equity or debt financings. On February 27, 2026, the Company received a demand letter from Strategic EP, LLC indicating that the Company was in default under the terms of the promissory note. As of December 31, 2025, the Company had accrued interest on the note in accordance with the contractual default interest rate of 18% amounting to $22,122 which is classified in the accrued expenses and other liabilities and the outstanding principal of $250,000 is classified under current liabilities. The Company is currently engaged in discussions with the lender to repay or otherwise settle the outstanding balance, including accrued interest. Management is working toward resolving the obligation and addressing the default under the terms of the agreement. | F-22 | | On February 2, 2025, the Company entered into another unsecured promissory note agreement a principal amount of $100,000. The promissory note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on August 15, 2025. In the event of default, interest accrues at a default rate of 12% per annum. Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due within five (5) days after receipt of written notice from the payee. As of December 31, 2025, the Company had not received any such written notice and, accordingly, no event of default had occurred. For the year ended December 31, 2025, the Company recorded interest expense of $9,062 related to this note. As of December 31, 2025, accrued interest payable on this note was $9,062, and the outstanding principal of $100,000 is classified under current liabilities. As of December 31, 2025, the $100,000 short-term note entered into in September 2023 with third party investor remains outstanding. The note bears interest at 8% per annum and provides that the lender will be issued 35,000 shares of common stock upon the consummation of a SPAC transaction or merger. For the years ended December 31, 2025 and 2024, the Company recorded interest expense of $8,000 for both the years related to this note. As of December 31, 2025 and 2024, accrued interest payable on this note was $19,666 and $11,666, respectively, and the outstanding principal of $100,000 is classified under non-current liabilities. *Revolving line of credit Wellgistics* ** In November 2024, Wellgistics, LLC entered into a new credit agreement with for a line of credit of $10,000,000. The new line of credit has interest annual rate equal to the Term Secured Overnight Financing Rate (SOFR) plus 11.5%, calculated and prorated daily on the daily balance (an aggregate rate of 16.84% per annum). The line of credit is collateralized by accounts receivable and inventory balances. Interest expense related to the line of credit amounted to $1,100,292 and $159,740 for the years ended December 31, 2025 and 2024, respectively. The outstanding balance on the line of credit as of December 31, 2025 and December 31, 2024 was $1,643,923 and $5,531,260 respectively, which is included as a current liability on the condensed balance sheets. *Seller Promissory Note - Wellgistics* ** In May 2022, Wellgistics, LLC entered into a promissory note agreement in the amount of $1.2 million. The promissory note was part of the consideration to the seller in connection with its acquisition of American Pharmaceutical Ingredients, LLC. The promissory note bore interest at a rate of 2% per annum and was scheduled to mature on April 1, 2025. The Company assumed this debt as part of the acquisition of Wellgistics. As of December 31, 2025, the promissory note had been fully repaid, and the outstanding balance was $0, compared to $137,141 as of December 31, 2024. Interest expense related to the promissory note was immaterial for the years ended December 31, 2025 and 2024. The following table is a summary of annual principal payments of the Companys outstanding debt: SCHEDULE OF ANNUAL PRINCIPAL PAYMENTS | Year Ended December 31, | | | | | | 2026 | | $ | 10,887,520 | | | | 2027 | | | 5,100,000 | | | | 2028 | | | 7,500,000 | | | | Principal Payment | | $ | 23,487,520 | | | | F-23 | | **NOTE 9. STOCKHOLDERS EQUITY** **** *2025 transactions* *Initial Public Offering* On February 24, 2025, the Company closed its IPO of 888,889 shares of common stock at a public offering price of $4.50 per share. The IPO generated gross proceeds of $4.0 million and net proceeds of approximately $3.1 million after deducting underwriting discounts, commissions, and other offering expenses. *September 2025 Offering* On September 29, 2025, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with a registered public offering of its securities. Pursuant to the offering, the Company issued an aggregate of 7,142,862 shares of its common stock, together with warrants to purchase up to 7,142,862 shares of common stock (the Warrants). The combined public offering price was $0.70 per share of common stock and accompanying Warrant. The Warrants are exercisable immediately upon issuance at an exercise price of $0.70 per share and expire five years from the date of issuance. The offering closed in September 2025 and resulted in gross proceeds of $4,534,053. During October 2025, holders exercised 3,282,858 Warrants for aggregate proceeds of $2,298,000. As of December 31, 2025, the remaining 3,860,004 Warrants were outstanding. *Advisor and Consulting Agreements* On February 25, 2025, the Company entered into a consulting agreement with Hudson to provide business advisory services, growth strategy guidance, and networking support for a 30-day period. As consideration for these services, the Company agreed to pay Hudson a cash fee of $250,000 and to issue 52,000 shares of restricted common stock. The Company recognized stock-based compensation expense of $143,520 for the year ended December 31, 2025. This expense was recorded within general and administrative expenses in the consolidated statements of operations. The fair value of the restricted stock was determined based on the market price of the Companys common stock on the grant date. On March 17, 2025, the Company entered into consulting agreement with Draper, Inc. (*Draper*), pursuant to which Draper agreed to provide investor relations and business development services. As consideration for services under the initial three-month term of the agreement, the Company issued 100,000 shares of restricted common stock to Draper. The consulting agreement automatically renews on a month-to-month basis unless terminated by either party with at least seven days notice prior to the end of the current term. The Company will be obligated to issue an additional 100,000 restricted shares of common stock for each renewal period. The Company subsequently terminated this consulting agreement on June 16, 2025. Based on the market price of the Companys common stock on the grant date, the total fair value of the shares issued to Draper was determined to be $400,000. For the year ended December 31, 2025, the Company recognized stock-based compensation expense of $400,000, in connection with this agreement. This expense was recorded within sales and marketing expenses in the consolidated statements of operations. On August 4, 2025, the Company issued 243,428 shares of its common stock to Outside the Box Capital Inc. as consideration for advisory services rendered to the Company. The fair value of the shares, determined based on the market closing price of the Companys common stock on the grant date, was $200,000. The total fair value of $200,000 was recognized as stock-based compensation expense for the year ended December 31, 2025, and recorded within general and administrative expenses in the accompanying consolidated statements of operations. On August 26, 2025, the Company issued an aggregate of 200,000 shares of its common stock to Octagon Media Corp as consideration for marketing services rendered to the Company. The fair value of the shares was determined based on the closing market price of $1.73 per share on the grant date, resulting in a total fair value of $346,000. The entire amount was recognized as stock-based compensation expense for the year ended December 31, 2025, and included within sales and marketing expenses in the accompanying consolidated statements of operations. | F-24 | | *Directors and Former Employees* ** On April 10, 2025, the Companys Board of Directors appointed Michael L. Peterson to fill the vacancy created by the resignation of Sajid Sayed. On July 2, 2025, in connection with his service as a director, the Company granted Mr. Peterson 200,000 restricted shares of common stock. The grant-date fair value of the award was $182,600, determined based on the closing price of the Companys common stock on the date of grant. Of the total shares granted, 66,000 shares vested immediately on the grant date. The remaining 134,000 shares were subject to vesting in equal annual installments on July 2, 2026 and July 2, 2027. Mr. Peterson resigned from the Board effective October 1, 2025. For the year ended December 31, 2025, the Company recognized stock-based compensation expense of $60,258 related to the vested shares. The expense is included in general and administrative expenses in the consolidated statements of operations. In June 2025, the Company granted 750,000 restricted shares of its common stock to former Chief Executive Officer Timothy Canning in satisfaction of a sign-on bonus obligation under the terms of his employment agreement. The shares vest on the six-month anniversary of the grant date. Mr. Canning resigned from the Company effective February 28, 2025. The grant-date fair value of the award was $832,500, determined based on the closing price of the Companys common stock on the date of grant. For the year ended December 31, 2025, the Company recognized stock-based compensation expense of $832,500 related to this award, which is included in general and administrative expenses in the consolidated statements of operations. *Equity Purchase Agreement* ** On April 9, 2025, the Company entered into an Equity Purchase Agreement (the Hudson EPA) with Hudson pursuant to which Hudson committed to purchase, at the Companys discretion and subject to certain conditions, up to $50 million of the Companys common stock over a 24-month period. Under the terms of the Hudson EPA, the Company could, from time to time, issue put notices directing Hudson to purchase shares of common stock at a price determined in accordance with a formula based on the market price of the Companys common stock, as defined in the agreement. In connection with entering into the Hudson EPA, the Company issued 152,000 commitment shares to Hudson. The commitment shares were valued at $594,320 based on the closing price of the Companys common stock on the date of issuance. For the year ended December 31, 2025, the Company recognized $594,320 of stock-based compensation expense related to the commitment shares, which is included in general and administrative expenses in the consolidated statements of operations. During the year ended December 31, 2025, the Company issued an aggregate of 3,426,254 shares of common stock pursuant to put notices under the Hudson EPA, resulting in gross proceeds of $2,838,787. The Company terminated the Hudson EPA effective August 13, 2025. *Wellgistics MIPA* ** On April 14, 2025, the Company and the sellers of Wellgistics LLC amended the Membership Interest Purchase Agreement (the Wellgistics MIPA). Pursuant to the amendment, the portion of the closing cash consideration payable to Strategix Global LLC was reduced by $1,500,000. In lieu of such cash payment, the Company issued 333,333 shares of its common stock to Strategix Global LLC. The shares are subject to a 12-month lock-up period consistent with the lock-up restrictions applicable to management and certain large stockholders in connection with the Companys initial public offering. On July 24, 2025, the Company entered into the Eighth Amendment to the Wellgistics MIPA with the sellers of Wellgistics LLC, including Strategix Global LLC, Nomad Capital LLC, and Jouska Holdings LLC. Pursuant to the Eighth Amendment, the Company agreed to satisfy a portion of the remaining closing cash consideration through the issuance of 7,606,785 shares of its common stock (the Conversion Shares). The Conversion Shares were issued at a conversion price of $1.07 per share, representing the agreed-upon fair value of the Companys common stock on the date of issuance. The aggregate fair value of the shares issued, approximately $8.5 million, was recorded as a reduction of the purchase consideration payable related to the Wellgistics LLC acquisition. | F-25 | | *Debt Conversions Integra Health and Integra Pharma* ** On October 30, 2025, the Company entered into a Debt Conversion Agreement with Integra Health Inc., pursuant to which outstanding indebtedness of $1,300,000 owed by WoodSage LLC, a wholly owned subsidiary of the Company, was converted into 1,857,143 shares of the Companys common stock at a stated conversion price of $0.70 per share. The fair value of the Companys common stock on the conversion date was $0.786 per share, resulting in an aggregate fair value of approximately $1,459,714 for the shares issued. Because the fair value of the equity issued exceeded the carrying amount of the debt extinguished, the Company recognized a loss on debt extinguishment of approximately $159,714 for the year ended December 31, 2025. Upon issuance of the shares, the indebtedness was fully satisfied. On October 30, 2025, the Company entered into a separate Debt Conversion Agreement with Integra Pharma Solutions, LLC, pursuant to which outstanding indebtedness of $4,019,859 owed by WoodSage LLC was converted into 5,742,656 shares of the Companys common stock at a stated conversion price of $0.70 per share. The fair value of the Companys common stock on the conversion date was $0.786 per share, resulting in an aggregate fair value of approximately $4,513,727 for the shares issued. As the fair value of the equity issued exceeded the carrying amount of the debt extinguished, the Company recognized a loss on debt extinguishment of approximately $493,868 for the year ended December 31, 2025. Upon issuance of the shares, the indebtedness was fully satisfied. *2023 Equity Incentive Plan* ** The Company adopted the 2023 Equity Incentive Plan (the Plan), which provides the issuance of up to 43,506,064 shares of the Companys common stock (the Initial Limit). Beginning on January 1, 2025, and on each January 1 thereafter, the number of shares reserved for issuance under the Plan will automatically increase by an amount equal to three percent (3%) of the number of shares of the Companys common stock outstanding on the immediately preceding December 31, or such lesser amount as may be determined by the Plans administrator (the Annual Increase). Shares issued under the Plan may be newly issued shares or reacquired shares. The Plan permits the grant of various types of stock-based awards, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares available for issuance as incentive stock options may not exceed the Initial Limit, as adjusted for any Annual Increases, subject to adjustment as provided under the terms of the Plan. Shares subject to awards that expire, are canceled, or otherwise terminate without having been exercised or settled in full will again become available for future grant under the Plan. However, shares repurchased by the Company on the open market will not be added back to the share reserve. Awards that may be settled solely in cash do not count against the share reserve. The Plan also includes a limitation on annual compensation to non-employee directors. The aggregate value of all equity awards granted to any non-employee director under the Plan, together with any cash compensation paid for service as a non-employee director, may not exceed (i) $1,000,000 in the first calendar year of service and (ii) $750,000 in any subsequent calendar year. The fair value of such awards is determined based on grant date fair value in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting conditions. *Restricted Common Stock* ** On February 28, 2025, in connection with the appointment of Brian Norton as Chief Executive Officer of the Company, Mr. Norton was granted and issued 9,000,000 shares of restricted common stock under the Companys Amended and Restated 2023 Equity Incentive Plan (the Plan). The shares were originally scheduled to vest in three equal annual installments over a three-year period, contingent upon the achievement of specified gross-revenue and gross-profit performance targets. On July 24, 2025, the Compensation Committee approved the acceleration of vesting of the restricted shares, and the Board of Directors ratified such approval on September 4, 2025. As a result, all 9,000,000 shares became fully vested during the third quarter of 2025. As of the issuance date of these consolidated financial statements, the Company and its transfer agent are examining if the shares should be considered vesting and unrestricted. | F-26 | | In accordance with ASC 718, *CompensationStock Compensation*, the Company recognized total stock-based compensation expense of approximately $24.3 million related to this award for the year ended December 31, 2025, which is included in general and administrative expenses in the consolidated statements of operations. The fair value of the award was determined based on the closing market price of the Companys common stock on the grant date of February 28, 2025. The acceleration of vesting did not result in any incremental fair value. As of December 31, 2025, there is no remaining unrecognized compensation cost related to this award. On March 14, 2025, the Company granted an aggregate of 10,612,108 shares of restricted common stock under the Plan to certain directors, employees, and consultants. On June 26, 2025, the Company granted an additional 750,000 shares of restricted stock to former Chief Executive Officer Timothy Canning, and on July 2, 2025, the Company granted 200,000 shares of restricted stock to director Michael L. Peterson. The shares granted had varying vesting terms, ranging from immediate vesting to vesting over a five-year period. As of December 31, 2025, 10,445,987 of these shares had vested and are included in the total outstanding common stock reported in the consolidated statement of stockholders equity. As of December 31, 2025, a total of 134,000 shares were forfeited and cancelled and the remaining 982,121 shares were unvested as of December 31, 2025. A summary of information related to restricted common stocks for the year ended December 31, 2025 is as follows: SCHEDULE OF RESTRICTED COMMON STOCKS | | | Restricted Common Stock | | | Weighted Average Fair Value | | | | Unvested shares as of December 31, 2024 | | | - | | | | - | | | | Granted | | | 20,562,108 | | | $ | 2.73 | | | | Vested | | | (19,445,987 | ) | | $ | 2.73 | | | | Forfeited and cancelled | | | (134,000 | ) | | $ | 2.90 | | | | Unvested shares as of December 31, 2025 | | | 982,121 | | | $ | 2.63 | | | The following table summarizes stock-based compensation expense recognized for the year ended December 31, 2025 and 2024: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | | | 2025 | | | 2024 | | | | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Sales and marketing expenses | | $ | 746,000 | | | $ | - | | | | General and administrative expenses | | | 54,048,525 | | | | - | | | | Total stock-based compensation expense | | $ | 54,794,525 | | | $ | - | | | As of December 31, 2025, total unrecognized compensation expense related to the 982,121 unvested restricted stock awards was $1,691,385, which is expected to be recognized over a weighted-average period of 2 years. *2024 transactions* On October 30, 2024, the Company effected a forward stock split of all issued and outstanding shares of common stock at a ratio of 1-to-1,677,000. The Company also amended its Certificate of Incorporation to authorize 500,000,000 shares of common stock, par value $0.0001 per share from 10,000 shares of Common Stock, $0.001 par value per share prior to the amendment. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the stock split. | F-27 | | On December 5, 2024, the Company effected a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1-for-3.75. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. On June 16, 2024, the Company issued 173,961 shares of common stock pursuant to the acquisition of Wood Sage for a fair value of $400,000. During the year ended December 31, 2024, the Company issued 1,341,600 shares of common stock to Strategic EP, LLC for services, and 820,612 shares to employees, at a fair value of $0.50 per share. Effective August 30, 2024, the closing of the Wellgistics acquisition, the Company issued 3,999,335 shares of common stock pursuant to the acquisition of Wellgistics, LLC for a fair value of $15,000,000. As of December 31, 2024, the Company had 51,055,508 shares of common stock issued and outstanding. **NOTE 10. LEASE OBLIGATIONS** **** Rent is classified by function on the consolidated statements of operations as general and administrative. The Company determines whether an arrangement is or contains a lease at inception by evaluating potential lease agreements including services and operating agreements to determine whether an identified asset exists that the Company controls over the term of the arrangement. Lease commencement is determined to be when the lessor provides access to, and the right to control, the identified asset. The rental payments for the Companys leases are typically structured as either fixed or variable payments. Fixed rent payments include stated minimum rent and stated minimum rent with stated increases. The Company considers lease payments that cannot be predicted with reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded from the calculation of lease liabilities. In May 2024, the Company entered into a lease agreement for office space in Tampa, Florida. As a result, the Company recognized a right-of-use asset and corresponding lease liability, calculated using a discount rate of 8.36%. The lease includes a monthly base rent of $18,792 and expired in June 2027. The lease required a security deposit by Wellgistics Health of $35,855 and Wellgistics, LLC of $31,871. On June 9, 2023, Intergra Pharma Solutions entered into First amendment to the Vector Collective lease, which is sublease to Wellgistics Pharmacy. The lease includes a monthly base rent of $4,714.41 from and after November 16, 2023 and expires on November 15, 2026. A right-of-use asset and corresponding lease liability recognized calculated using a discount rate of 8.36%. In January 2022, Wellgistics LLC entered into lease agreement for warehousing facility located in Lefrois, Florida, which has a lease term of 75 months, set to expire in March 2028, with a monthly base rent of $26,303. Wellgistics LLC recognized a right-of-use asset and corresponding lease liability, calculated using a discount rate of 6.21%. | F-28 | | The following is the summary of operating lease assets and liabilities: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Operating Leases | | | | | | | | | | | Right-of-use assets | | $ | 966,893 | | | $ | 1,528,128 | | | | | | | | | | | | | | | Lease liabilities, current portion | | | 569,251 | | | | 519,490 | | | | Long-term lease liabilities | | | 527,122 | | | | 1,096,372 | | | | Total lease liabilities | | $ | 1,096,373 | | | $ | 1,615,862 | | | | | | | | | | | | | | | Weighted Average Remaining Lease Term | | | 1.95 | | | | 2.92 | | | | Weighted Average Discount Rate | | | 8.36 | % | | | 8.36 | % | | The following is the summary of future minimum payments: SCHEDULE OF SUMMARY OF FUTURE MINIMUM PAYMENTS | December 31, | | | | | | 2026 | | $ | 621,530 | | | | 2027 | | | 458,657 | | | | 2028 | | | 84,976 | | | | Total lease payments | | | 1,165,163 | | | | Less: Imputed interest | | | (68,790 | ) | | | Total | | $ | 1,096,373 | | | Note 11. RELATED PARTY TRANSACTIONS The Company had transactions with Scienture Holdings, Inc. and group (f/k/a/ TrXade Health, Inc / TRG / TrXade Health / Scienture) and group which included Integra Pharma Solutions, LLC (IPS), in which the board members of the Company were also members of Scientures management and board at the time the transactions occurred. Tollo Health, LLC acquired IPS from Scienture in April 2025. At that time Tollo Health, LLC was owned in part by Integral Health, Inc., in which certain board members of the Company also had a beneficial ownership interest. Integral Health acquired IPS from Tollo Health, LLC in June 2025. The common management between the entities at the time the transactions occurred classifies Scienture, IPS, and Integral as related parties. During the first quarter of 2025, the Company purchased $500,000 of inventories from Tollo Health, LLC, which was a related party until June. See Note 13 for the Guarantee Obligation. In August 2025, Integral Health, including its subsidiary IPS, were acquired by third parties. As of September 30, 2025, amounts owed to Integra Pharma totaled $4,019,859 and were reclassified from due to related parties to other short-term advances following the change in related party status. On October 30, 2025, the Company entered into a Debt Conversion Agreement with Integra Pharma Solutions, LLC and WoodSage LLC, pursuant to which the outstanding indebtedness of $4,019,859 was converted into 5,742,656 shares of the Companys common stock at a stated conversion price of $0.70 per share. The debt was fully satisfied upon issuance of the shares. Wellgistics, LLC was previously partly owned by a private equity company, Nomad Capital LLC, which has ownership interest in a few portfolio companies and Wellgistics, LLC had transactions with some of the affiliated companies of Nomad Capital. Operating expenses with affiliated companies, which include software expenses and marketing expenses, are recorded within general and administrative expenses. Cingo Solutions provides IT, cyber security and compliance services; and RxERP provides serialized ERP for pharma as a software-as-a-service (**SaaS**) to the Company. Wellgistics, LLC is charged a managerial service and software fee by Cingo and RxERP, respectively, which is recorded within general and administrative expenses. | F-29 | | The Company had transactions with Scietech, LLC where a significant investor is the spouse of one of the directors of the Company, which qualifies as a related party. The following is a summary of due from and to related parties, as well as accounts receivable and accounts payable, as of December 31, 2025 and 2024: SCHEDULE OF SUMMARY OF DUE FROM AND TO RELATED PARTIES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Due from TRG | | $ | - | | | $ | 146,000 | | | | Due from IPS | | | - | | | | 305,000 | | | | Due from Scienture Holdings | | | - | | | | 570,000 | | | | Due from related parties | | $ | - | | | $ | 1,021,000 | | | | | | | | | | | | | | | Due to Chief Executive Officer | | $ | 225,000 | | | | - | | | | Due to TRG | | | - | | | | 9,351 | | | | Due to IPS | | | - | | | | 3,764,000 | | | | Due to Scienture Holdings | | | - | | | | 1,171,419 | | | | Due to related parties | | $ | 225,000 | | | $ | 4,944,770 | | | | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Accounts receivable - IPS* | | $ | - | | | $ | 271,298 | | | | Accounts receivable | | $ | - | | | $ | 271,298 | | | | Accounts payable - Scietech | | $ | 25,500 | | | $ | 25,500 | | | | Accounts payable | | $ | 25,500 | | | $ | 25,500 | | | | * | IPS is no longer a related party as of December 31, 2025 and its receivable balance of $492,117 is included in accounts receivable, net in the consolidated balance sheet. | | The Company had the following transactions with related parties for the years ended December 31, 2025 and 2024: SCHEDULE OF RELATED PARTY TRANSACTION | | | 2025 | | | 2024 | | | | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Sales to Integra Pharma Solutions, LLC* | | $ | - | | | $ | 746,728 | | | | Sales | | $ | - | | | $ | 746,728 | | | | | | | | | | | | | | | IT Support fees paid to Scietech LLC | | $ | - | | | $ | 9,750 | | | | IT expenses paid to Cingo Solutions | | $ | 378,011 | | | $ | 80,355 | | | | IT expenses paid to Birch OS & RxERP | | $ | 350,290 | | | $ | 100,112 | | | | IT expenses | | $ | 350,290 | | | $ | 100,112 | | | | Management services fees paid to Nomad Capital | | $ | 160,000 | | | $ | 105,186 | | | | Business development and consultation fees paid to Green Apoteker LLC | | $ | - | | | $ | 25,500 | | | | * | IPS is no longer a related party as of December 31, 2025 and sales made to IPS in 2025 amounted to $220,820 which is included in the net revenues in the consolidated statements of operations and comprehensive loss. | | | F-30 | | **NOTE 12. SEGMENT AND GEOGRAPHIC INFORMATION** **** The Company operates as one operating segment. The Companys CODM is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated gross margin, operating income and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow operating income and the allocation of budget between cost of revenues, sales and marketing, general and administrative expenses or technology and development. The following table presents selected financial information with respect to the Companys single operating segment for the years ended December 31, 2025 and 2024: SCHEDULE OF SEGMENT AND GEOGRAPHIC INFORMATION | | | 2025 | | | 2024 | | | | | | Year Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Net revenues | | $ | 23,337,860 | | | $ | 18,128,831 | | | | Cost of net revenues | | | 29,764,279 | | | | 16,361,517 | | | | Gross profit (loss) | | | (6,426,419 | ) | | | 1,767,314 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative | | | 70,332,827 | | | | 6,797,782 | | | | Sales and marketing | | | 1,224,521 | | | | - | | | | Depreciation and amortization | | | 3,211,064 | | | | 1,114,664 | | | | Goodwill and intangible assets impairment | | | 12,554,266 | | | | - | | | | Total operating expenses | | | 87,322,678 | | | | 7,912,446 | | | | | | | | | | | | | | | Loss from operations | | | (93,749,097 | ) | | | (6,145,132 | ) | | | | | | | | | | | | | | Other income/(expense): | | | | | | | | | | | Interest expense, net | | | (4,579,556 | ) | | | (831,467 | ) | | | Loss on debt extinguishment | | | (2,987,922 | ) | | | - | | | | Other income | | | 42,045 | | | | 120,373 | | | | Total other expense, net | | | (7,525,433 | ) | | | (711,094 | ) | | | | | | | | | | | | | | Net loss before income taxes | | | (101,274,530 | ) | | | (6,856,226 | ) | | | Provision for income taxes | | | - | | | | - | | | | Net loss | | $ | (101,274,530 | ) | | $ | (6,856,226 | ) | | All revenues were within the U.S. region. See Note 1, *Organization and Summary of Significant Accounting Policies* - *Revenue Recognition* for additional information about disaggregated revenue. The Companys long-lived tangible assets, as well as the Companys operating lease right-of-use assets recognized on the consolidated balance sheets were located as follows: SCHEDULE OF LONG LIVED TANGIBLE ASSETS AND OPERATING LEASE RIGHT OF USE ASSETS | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | United States | | | | | | | | | | | Property, plant and equipment, net | | $ | 229,376 | | | $ | 388,180 | | | | Operating lease, right-of-use assets | | $ | 966,893 | | | $ | 1,528,128 | | | | F-31 | | **NOTE 13. COMMIMENTS AND CONTINGENCIES** **** From time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and if it is determined that such a liability for litigation or loss contingencies is both probable and estimable. Although the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings, which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial position. *Legal Matters* ** On August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and the Chairman of the Board for breach of contract, breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty. Blythe claims to have performed accounting services for the Company in the amount of $377,947 for which it has not been paid and that Ajjarapu personally guaranteed payment of Blythes invoices. The Company has answered the arbitration demand and is vigorously defending the matter. Relatedly, in early 2025, Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company, sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, asserting state statutory claims of improper UCC-1 filings, tortious interference with business relationships, slander of title, and state RICO violations. The Company claims that Blythe improperly filed a UCC-1 against the assets of these subsidiaries, when it only had a right file such a lien against the Company and that the filing impeded Wellgistics, LLCs ability to secure a necessary credit line, causing substantial damages. Blythe filed a motion to dismiss that remains pending. The Company is vigorously prosecuting its claims. Wellgistics, LLC is a defendant in a legal proceeding initiated by Lifsa Drugs LLC in the United States District Court for the District of New Jersey. The complaint alleges that Wellgistics, LLC failed to make payment for certain pharmaceutical products supplied by the plaintiff and seeks damages of approximately $420,460, together with interest, legal fees, and other related costs. The matter pertains to purchases of goods made by Wellgistics, LLC in the ordinary course of business. Accordingly, the underlying amount relating to such purchases has already been recorded as a liability in the Companys books and is included within Accounts payable in the accompanying consolidated balance sheet as of December 31, 2025. At this stage of the proceedings, the outcome of the litigation cannot be reasonably predicted. Management, in consultation with legal counsel, is currently evaluating the claim and the potential exposure, if any, beyond the amount already recorded. The Company will continue to monitor developments related to this matter and will record any additional provision, if required, when the likelihood of loss becomes probable and reasonably estimable. *Dispute with Former Management* ** On October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and Hillsborough County, Florida against certain former officers and/or directors of the Company (collectively, the Former Management Parties). The complaint asserts claims including, among others, breach of the fiduciary duty of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable claims, arising out of the Former Management Parties efforts to threaten harm the Company as leverage to force the retraction of a vote of the majority shareholders. On December 10, 2025, Defendants filed a motion to compel arbitration of all claims in the suit. The Company does not agree that all the claims in the suit are subject to mandatory arbitration, and filed an opposition to that motion on December 22, 2025. A hearing is currently scheduled on the motion to compel arbitration for April 27, 2026. While the Company believes it has meritorious claims, litigation is inherently uncertain, and there can be no assurance regarding the outcome or timing of resolution. In January 2026, the Company has also served a notice of claims against the Former Management Parties for misrepresentations and omissions of material fact in connection with an acquisition of certain limited liability company membership interests, which that resulted in, among other things, supposed promises of equity and related arrangements to such individuals. The Company intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations and omissions, as well as related equitable and monetary remedies. As of December 31, 2025, obligations associated with these arrangements are reflected as liabilities on the Companys consolidated balance sheet in the aggregate amount of approximately $17,500,000. Because the potential resolution of this matter may result in a gain contingency, no amounts have been recognized in the accompanying consolidated financial statements for any potential recovery or reduction of the recorded liability. If the Company prevails in the litigation, all or a portion of the recorded liability may be reversed in a future period. The Company will continue to evaluate this matter and will adjust the related liability, if appropriate, based on developments in the litigation. *Guarantee Obligation* ** On March 12, 2025, Tollo Health, LLC, Tollo Health Inc., and Gerald Commissiong (collectively, the Borrowers) entered into a Revolving Credit Agreement and issued a Revolving Credit Note to Testing123, LLC (the Lender) in the original principal amount of up to $750,000. The obligations of the Borrowers were secured pursuant to a Pledge and Security Agreement and guaranteed by the Company under a Corporate Guaranty. Pursuant to the Transaction Documents, the initial advance of $444,600 was funded on March 12, 2025. The term of the loan for this draw was two months, maturing on May 12, 2025, and bore interest at 5% per month, compounding monthly. Upon default, the interest rate increased to 10% per month, also compounding monthly. Failure to pay any amount when due constituted an event of default under the Note. The Borrowers defaulted on their payment obligations, thereby triggering the Companys liability as guarantor. On July 25, 2025, the Company satisfied its obligations under the Guaranty and paid $640,647representing principal and accrued interestdirectly to Testing123, LLC. Of the total guarantee payment, $500,000 was subsequently recovered through an offset against an existing accounts payable balance, resulting in a net loss on guarantee of $140,647, which is included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2025. *Vendor Demand Letter* **** The Company and certain of its subsidiaries have received demand letters from various vendors requesting payment for goods and services previously provided. The aggregate amount referenced in these demand letters is approximately $2.2 million. Of this amount, approximately $1.5 million relates to obligations that are already recorded within accounts payable in the accompanying consolidated balance sheet as of the reporting date. The remaining $0.7 million relates to claims asserted by certain vendors that are not recorded as liabilities in the accompanying consolidated financial statements. Based on managements evaluation of the underlying matters in accordance with ASC 450, Contingencies, the Company has determined that a loss related to these claims is not probable as of the reporting date. Accordingly, no liability has been recognized for these amounts. The Company is currently in the process of initiating appropriate legal responses with respect to these claims. **NOTE 14. INCOME TAXES** **** The Company accounts for income taxes in accordance with ASC Topic 740, *Income Taxes*, and the enhanced disclosure requirements of ASU 2023-09, *Income Taxes (Topic 740) Improvements to Income Tax Disclosures*, adopted for the fiscal year ended December 31, 2025. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | F-32 | | *Components of Income Tax Expense* ** The Companys operations are entirely domestic. For the years ended December 31, 2025 and 2024, the provision for income taxes was $0 as the Company incurred net losses in both periods and maintains a full valuation allowance against its net deferred tax assets. SCHEDULE OF PROVISION FOR INCOME TAXES | | | | 2025 | | | | 2024 | | | | | | | December 31, | | | | | | | 2025 | | | | 2024 | | | | Current : | | | | | | | | | | | Federal | | $ | - | | | $ | - | | | | State and local | | | - | | | | - | | | | Total current | | | - | | | | - | | | | Deferred: | | | | | | | | | | | Federal | | | - | | | | - | | | | State and local | | | - | | | | - | | | | Total deferred | | | - | | | | - | | | | Total provision for income taxes | | $ | - | | | $ | - | | | *Effective Tax Rate Reconciliation* ** The following table presents a reconciliation of the statutory federal income tax rate to the Companys effective tax rate in accordance with ASU 2023-09: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE | | | December 31, | | | December 31, | | | | | | 2025 | | | 2025(%) | | | 2024 | | | 2024(%) | | | | Pre-tax loss | | $ | (101,274,530 | ) | | | 100 | % | | $ | (6,856,226 | ) | | | 100 | % | | | Tax benefit at statutory federal rate | | | (21,263,006 | ) | | | -21 | % | | | (1,439,807 | ) | | | -21 | % | | | State and local income taxes - federal | | | (5,568,882 | ) | | | -5.5 | % | | | (377,092 | ) | | | -5.5 | % | | | Non-deductible impairment charges | | | 3,326,880 | | | | 3.3 | % | | | - | | | | 0 | % | | | Non-deductible loss on debt extinguishment | | | 791,799 | | | | 0.8 | % | | | - | | | | 0 | % | | | Change in valuation allowance | | | 22,719,071 | | | | 22.4 | % | | | 1,816,900 | | | | 26.5 | % | | | Effective income tax rate | | $ | - | | | | 0 | % | | $ | - | | | | 0 | % | | *Deferred Tax Assets and Liabilities* ** SCHEDULE OF DEFERRED TAX ASSETS | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss carry forwards | | $ | 25,304,718 | | | $ | 2,585,647 | | | | Accrued exp and other liabilities | | | 1,331,849 | | | | 946,190 | | | | Capitalized software | | | 488,563 | | | | 428,775 | | | | Total gross deferred tax assets | | | 27,125,130 | | | | 3,960,612 | | | | Deferred tax liabilities: | | | | | | | | | | | None | | | - | | | | - | | | | Total gross deferred tax liabilities | | | - | | | | - | | | | Net deferred tax asset before valuation allowance | | | 27,119,268 | | | | 3,960,612 | | | | Less : Valuation allowance | | | (27,125,130 | ) | | | (3,960,612 | ) | | | Net deferred tax asset | | $ | - | | | $ | - | | | | F-33 | | *Net Operating Loss Carryforwards* ** As of December 31, 2025, the Company had estimated federal and state net operating loss carryforwards of approximately $85 million. These losses were generated in tax years ending after December 31, 2017 and carry forward indefinitely pursuant to the Tax Cuts and Jobs Act of 2017, subject to an annual utilization limitation of 80% of taxable income. SCHEDULE OF NET OPERATING LOSS CARRYFORWARDS | Tax Year | | Book Loss | | | Permanent difference | | | Est. Tax NOL | | | Expiration | | | 2022 | | $ | 5,250 | | | $ | - | | | $ | 5,250 | | | Indefinite | | | 2023 | | | 2,895,684 | | | | - | | | | 2,895,684 | | | Indefinite | | | 2024 | | | 6,856,226 | | | | - | | | | 6,856,226 | | | Indefinite | | | 2025 | | | 101,274,530 | | | | 15,542,188 | | | | 85,732,342 | | | Indefinite | | | Total | | $ | 111,031,690 | | | $ | 15,542,188 | | | $ | 95,489,502 | | | | | *Valuation Allowance* ** The Company has established a full valuation allowance against its net deferred tax assets as of December 31, 2025 and 2024, as management has determined that it is more likely than not that the net deferred tax assets will not be realized based on the Companys history of operating losses and current financial position. The valuation allowance increased by $23,164,519 during the year ended December 31, 2025, primarily reflecting the increase in net operating loss carryforwards, impairment-related temporary differences, and accrued expenses arising during the period. SCHEDULE OF NET DEFERRED TAX ASSETS | | | 2025 | | | 2024 | | | | Balance, beginning of year | | $ | 3,960,612 | | | $ | - | | | | Increase: | | | | | | | | | | | Current year NOL generated | | | 22,719,071 | | | | 2,585,647 | | | | Accrued expenses and other current liabilities | | | 385,660 | | | | 946,190 | | | | Capitalized software | | | 59,788 | | | | 428,775 | | | | Balance, end of year | | $ | 27,125,130 | | | $ | 3,960,612 | | | The Company has evaluated its tax positions in accordance with ASC 740-10 and has determined that there are no material unrecognized tax benefits as of December 31, 2025 and 2024. In accordance with ASU 2023-09, the Company discloses that no income taxes were paid at the federal or state level during the years ended December 31, 2025 and 2024. **NOTE 15. SUBSEQUENT EVENTS** *Convertible Note Offerings* **** On January 5, 2026, the Company entered into a Note Purchase Agreement with certain accredited investors (the Investors), pursuant to which the Company agreed to issue and sell convertible promissory notes (the January Notes) in an aggregate principal amount of up to $3,125,000 in a private offering. The aggregate purchase price paid by the Investors was $2,500,000, reflecting an original issue discount of 20%. The January Notes bear interest at 0% per annum, except upon the occurrence of an event of default, in which case a default interest rate of 18% per annum applies. All outstanding principal is due and payable on the earlier of (i) the six-month anniversary of the date of issuance, or (ii) the closing of a qualified financing resulting in gross proceeds to the Company of at least $2,000,000. If not sooner repaid, the outstanding balance of each January Note is convertible, at the election of the holder, into shares of equity securities issued in the qualified financing at the price per share applicable to such financing, provided that the conversion price per share of common stock shall not be lower than $0.08 per share (the Floor Price), subject to adjustment for stock splits and similar events. The obligations under the January Notes are fully guaranteed by a subsidiary of the Company pursuant to a Global Guaranty Agreement. | F-34 | | In connection with the offering, the Company entered into a Placement Agency Agreement with Dawson James Securities, Inc. (the Placement Agent). As compensation for its services, the Company paid selling commissions of 6.5% of gross offering proceeds, totaling $162,500, and issued common stock purchase warrants to the Placement Agent and its designees to purchase a number of shares of common stock equal to 5% of aggregate gross proceeds received, at an exercise price equal to the closing price of the common stock on the last trading day prior to the closing of the offering. ** On January 16, 2026, the Company entered into a Note Purchase Agreement (the Note Purchase Agreement) with certain accredited investors (the Investors), pursuant to which the Company agreed to issue and sell secured convertible promissory notes (the Notes) in an aggregate principal amount of up to $8,125,000 in a private offering. The aggregate purchase price paid by the Investors for the Notes was $6,500,000, reflecting an original issue discount of 20%. The Notes bear interest at 0% per annum, except upon the occurrence of an event of default, in which case a default interest rate of 18% per annum applies. All outstanding principal and accrued interest under the Notes is due and payable on the earlier of (i) the six-month anniversary of the date of issuance, or (ii) the closing date of the Companys next qualified financing. If not sooner repaid, the outstanding balance of each Note is convertible, at the election of the holder, into shares of the Companys common stock at a conversion price of $0.4057 per share. The Notes are secured by substantially all of the assets of the Company and its wholly-owned subsidiaries pursuant to a Security Agreement and an Intellectual Property Security Agreement entered into in connection with the offering. The obligations under the Notes are fully guaranteed by a subsidiary of the Company pursuant to a Global Guaranty Agreement. While the aggregate principal amount remains outstanding, the Company has agreed not to incur additional indebtedness or grant new liens on its assets, subject to certain limited exceptions. The Note Purchase Agreement also provides that, for the longer of one year from the date of issuance or so long as any Notes remain outstanding, the Investors have the right to participate in any future equity or debt offerings by the Company in an amount of up to 100% of their respective purchased Note principal. In connection with the offering, the Company entered into a Placement Agency Agreement with Dawson James Securities, Inc. (the Placement Agent). As compensation for its services, the Company paid the Placement Agent selling commissions equal to 6.5% of gross offering proceeds and issued common stock purchase warrants to the Placement Agent and its designees to purchase a number of shares of common stock equal to 5% of aggregate gross proceeds received, at an exercise price equal to the closing price of the common stock on the last trading day prior to the closing of the offering. The Notes and any shares of common stock issuable upon conversion thereof, and the placement agent warrants, were issued in reliance upon the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. *Settlement Agreement with Silverback Capital Corporation (SCC)* On January 28, 2026, the Company entered into a Settlement Agreement and Stipulation (the Settlement Agreement) with Silverback Capital Corporation, a Delaware corporation (SCC), pursuant to which SCC agreed to acquire and settle certain bona fide liabilities and obligations of the Company in an aggregate principal amount of $10,712,734 (the Claim Amount). Pursuant to the Settlement Agreement, the Company agreed to issue shares of its common stock to SCC in full satisfaction of the Claim Amount. The Settlement Shares may be issued in one or more tranches, with the number of shares in each tranche determined by dividing the applicable portion of the Claim Amount by a fixed price per share ranging from $0.25 to $2.25 per share, as set forth in the Settlement Agreement. In addition to the shares issuable in satisfaction of the Claim Amount, the Company agreed to issue 100,000 shares of common stock as a settlement fee and 300,000 shares of common stock to cover legal fees and expenses incurred in connection with the Settlement. On February 4, 2026, the Circuit Court within the Twelfth Judicial Circuit of Florida granted approval of the Settlement Agreement following a fairness hearing conducted in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended. The shares of common stock to be issued pursuant to the Settlement will be issued in reliance upon the exemption from registration afforded by Section 3(a)(10) of the Securities Act. | F-35 | | On February 9, 2026, the Company and SCC entered into an Amendment to the Settlement Agreement, pursuant to which the fixed price per share applicable to the first $2,250,000 tranche was amended and fixed at $0.25 per share. All other terms of the Settlement Agreement remain in full force and effect. *Resignation of Directors* On February 1, 2026, each of Steven Lee and Howard Doss advised the Company of their resignation from the Board of Directors, effective immediately. Mr. Lee had served as a member of the Ethics Committee, and Mr. Doss had served as Chairman of the Audit Committee. Each of Mr. Lee and Mr. Doss indicated that their respective decisions to resign were not the result of any disagreement with the Company on any matter relating to the Companys operations, policies, or practices. ** *Election of Director* Effective February 4, 2026, the Board of Directors of the Company elected Gary Herman as a member of the Board of Directors. Mr. Herman has since been appointed as Chairman of the Audit Committee of the Board of Directors and qualifies as an independent director as defined under applicable rules of The Nasdaq Stock Market and the SEC. Pursuant to the Companys non-employee director compensation policy, Mr. Herman is entitled to receive an annual cash retainer of $120,000, payable at his election in cash or shares of common stock on a quarterly basis in arrears. Mr. Herman is also entitled to receive an annual equity award of 60,000 shares of common stock under the Companys Amended and Restated 2023 Equity Incentive Plan, issuable annually in arrears. In connection with his appointment, Mr. Herman received an initial grant of 200,000 restricted shares of common stock, vesting in equal annual installments over a three-year period. Effective March 19, 2026, the Board of Directors of the Company appointed Marlene Velez to serve as a member of the Board of Directors. Ms. Velez has been appointed to serve on the Audit Committee and Nominating and Compensation Committee. *Consulting Agreement with Fortitude Advisors, LLC* On February 6, 2026, the Company entered into a consulting agreement with Fortitude Advisors, LLC, an entity owned and controlled by Gerald Commissiong, pursuant to which Mr. Commissiong was appointed to serve as Consulting Chief Business Officer of the Company. ** *Sponsorship Agreement with Cutting Edge Sports Management, LLC* On November 26, 2025, the Company entered into a Sponsorship Agreement with Cutting Edge Sports Management, LLC (CESM), pursuant to which the Company agreed to pay a sponsorship fee of $250,000 in exchange for certain sponsorship benefits at Dream Bowl XIV, held in Arlington, Texas from January 811, 2026. The sponsorship benefits included broadcasting and branding opportunities and access to certain intellectual property of CESM. The Sponsorship Agreement had a term from the date of execution through February 15, 2026. *Interim Commercialization and Revenue Share Agreement* On March 6, 2026, the Company, entered into an Interim Commercialization and Revenue Share Agreement (the Revenue Share Agreement) with Kare PharmTech LLC, a Florida limited liability company (PharmTech), whereby the Company and PharmTech agreed to collaborate on an interim basis to commercialize certain PharmTech products through the distribution and pharmacy network of the Company. Pursuant to the Revenue Share Agreement, PharmTech has authorized the Company to market, promote and distribute KARE Verify, a product that provides benefits verification and eligibility verification services (the Product), through the Companys pharmacy, manufacturers and distribution channels; affiliated pharmacies and providers; and telemedicine and digital pharmacy platforms. All net revenue generated from sales of the Product under the Revenue Share Agreement shall be shared as follows: fifty percent (50%) to the Company and fifty percent (50%) to PharmTech. The term of the Agreement shall be thirty-six months unless earlier terminated. | F-36 | | | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | | *Resignation of Independent Registered Public Accounting Firm* On November 11, 2025, the members of the Audit Committee of the Board of Directors received formal notice that the Companys independent registered public accounting firm, UHY LLP (UHY), had resigned as the Companys independent accountants, effective November 11, 2025. UHY indicated that it elected to resign in light of certain information identified in connection with the resignation of the Companys former Chief Executive Officer, which had not yet been investigated at the time of UHYs resignation. UHY had been engaged by the Company effective July 7, 2025, and did not audit any financial statements of the Company prior to its resignation. Accordingly, UHY did not issue any report on the Companys financial statements, and no report was qualified or modified as to uncertainty, audit scope, or accounting principles. During the period from UHYs engagement through the date of its resignation, there were no disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During that period, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except that UHY communicated to the Companys management and Audit Committee that it had identified material weaknesses in the Companys internal control over financial reporting, as described in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The Company provided UHY with a copy of the disclosures made in response to this Item 9 and requested that UHY furnish a letter addressed to the SEC confirming its agreement with the statements herein. A copy of UHYs letter is filed as Exhibit 16.1 to this Annual Report on Form 10-K. *Engagement of New Independent Registered Public Accounting Firm* On November 17, 2025, the Audit Committee of the Board of Directors approved the re-engagement of Suri & Co., Chartered Accountants (Suri), as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2025. Suri previously served as the Companys independent registered public accounting firm, including auditing the Companys financial statements for the fiscal year ended December 31, 2024. During the two most recent fiscal years and any subsequent interim period prior to Suris re-engagement, the Company did not consult with Suri regarding either (i) the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on the Companys financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event. | ITEM 9A. | CONTROLS AND PROCEDURES | | Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SECs rules and forms and is accumulated and communicated to our management, as appropriate, in order to allow timely decisions in connection with required disclosure. **Evaluation of Disclosure Controls and Procedures** **** We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. As required by Rule 13a-15(b) or Rule 15d-15(b) promulgated by the SEC under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses in our internal control over financial reporting described below. **Material Weaknesses in Internal Control Over Financial Reporting** In connection with managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, management identified material weaknesses in the following components of the COSO framework: control environment, risk assessment, control activities, information and communication, and monitoring. Specifically, the material weaknesses identified relate to the fact that the Company has not yet designed and maintained an effective control environment commensurate with its financial reporting requirements, including: (a) the Company has not yet completed formally documenting policies and procedures with respect to review, supervision, and monitoring of the Companys accounting and reporting functions; (b) lack of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of information used in the performance of controls; and (c) the Company has limited accounting personnel and other supervisory resources necessary to adequately execute its accounting processes and address its internal controls over financial reporting. | 67 | | | | | **Plan for Remediation** To remediate these material weaknesses, management has implemented or is in the process of implementing the following measures: (i) hiring additional accounting personnel with appropriate technical expertise in U.S. GAAP and SEC reporting; (ii) enhancing internal review procedures for complex accounting transactions; (iii) providing targeted training to existing finance staff on U.S. GAAP and SEC reporting requirements; and (iv) upgrading to NetSuites enterprise resource planning system to improve the consistency and accuracy of financial data and reporting processes. Management will continue to monitor the effectiveness of these remediation efforts. However, the material weaknesses will not be considered fully remediated until the applicable controls operate effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. **Changes in Internal Control** **** There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation measures described above that are in progress with respect to the identified material weaknesses. ** **Managements Annual Report on Internal Control Over Financial Reporting** **** Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, under the supervision of our Audit Committee. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management has concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described above. **Limitations on the Effectiveness of Controls** **** Management of the Company, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Companys disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. **Auditors Report on Internal Control Over Financial Reporting** This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as our managements report was not subject to attestation by our independent registered public accounting firm pursuant to SEC rules that permit us to provide only managements report in this Annual Report. | 68 | | | | | | ITEM 9B. | OTHER INFORMATION | | **Securities Trading Plans of Directors and Officers** During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. **Resignation of Officer** Effective October 6, 2025, Mark DiSiena voluntarily resigned from his position as Chief Financial Officer of the Company. Mr. DiSienas decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Companys operations, policies, or practices. The Board appointed Eric Sherb as Interim Chief Financial Officer, effective October 7, 2025. Additionally, Brian Norton served as the Chief Executive Officer from February 28, 2025, until his resignation on October 6, 2025. The Company appointed Prashant Patel as the new Chief Executive Officer, effective October 7, 2025. | ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | | Not applicable. **PART III** | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | **** The following is a list of our directors and executive officers as of March XX, 2026. | Name | | Age | | Position | | Director Since | | | Prashant Patel | | 51 | | President | | 2022 | | | Eric Sherb | | 39 | | Interim Chief Financial Officer | | | | | Dr. Shafaat Pirani | | 36 | | Chief Clinical Officer | | | | | Srini Kalla | | 51 | | Chief Information Officer | | | | | Suren Ajjarapu | | 55 | | Chairman of Board | | 2022 | | | Donald Fell* | | 80 | | Director | | 2025 | | | Gary Harman* | | 61 | | Director | | 2026 | | *Independent Director | 69 | | | | | **Executive Officers** **Prahant Patel**Mr. Patel has served as a member of the Board of Directors of the Company since 2022 and was re-appointed as President of the Company effective October 3, 2025, having previously served as Chief Strategy Officer and Vice Chairman of the Board until his resignation on August 8, 2025. Mr. Patel served on the board of Scienture from its acquisition of TRxADE Group, Inc., a Nevada corporation, on January 8, 2014, until January 16, 2025. He is an entrepreneur and a registered pharmacist with experience in multiple aspects of the pharmaceutical supply chain. He started several startups including retail and community pharmacy before expanding into pharmaceutical distribution and sales, focusing on pharmaceutical disposal and reverse distribution. He has also been a consultant to several return logistics pharmaceutical companies over the years. Mr. Patel possesses an excellent vision to bring transparency, efficiency and cost benefits to US pharmaceutical channel partners. After graduating with a BPharm from the University of Nottingham, UK, Mr. Patel completed an MSc in Transport, Trade and Finance from Cass Business School, City University, UK. Mr. Patel is not independent as a result of his position as President of the Company. **Eric Sherb**Mr. Sherb was appointed as Interim Chief Financial Officer of the Company effective October 7, 2025. He is a CPA with 16 years of experience in accounting advisory, auditing and mergers and acquisitions. Mr. Sherb began his career at PricewaterhouseCoopers in New York City across a variety of industries including hedge funds, manufacturing and healthcare. Following his time at PricewaterhouseCoopers, Mr. Sherb served as Audit Manager at RBSM LLP and Senior Manager at CFGI. Since October 2018, Mr. Sherb has been a founder and owner of EMS Consulting Services, LLC. Mr. Sherb has extensive experience in financial reporting and governance within the capital markets, including IPOs, direct listings, SPAC and de-SPAC transactions. He has served as chief financial officer and provided financial consultancy services for several Nasdaq and OTC clients, most recently Scienture Holdings (Nasdaq: SCNX). Mr. Sherb serves as interim Chief Financial Officer pursuant to a Consulting Agreement between the Company and EMS Consulting Services, Inc., an entity controlled by Mr. Sherb, on a hourly consulting basis. **** **Dr. Shafaat Pirani**joined the Company as Chief Clinical Officer in February 2023. Dr. Pirani has over 10 years of experience across various sectors of pharmacy including interdisciplinary clinical care, mail-order operations, pharmaceutical supply chain, and digital health. Most recently, he led the business and product teams to create sustainable digital health programs and applications while serving as the Chief Clinical and Regulatory Compliance Officer for TRxADE Health, Inc., (NASDAQ: MEDS). He is a Board-Certified Geriatric Pharmacist and holds various certifications for medication therapy management, pharmacogenomics, and teaching with several prestigious universities across Florida. Dr. Pirani earned his Doctorate of Pharmacy from the University of South Florida College of Pharmacy and is an honorary member of Phi Lambda Sigma, the distinguished pharmacy leadership society. Dr. Pirani is committed to clinical excellence and focused on innovating health-tech to build patient-centric digital health solutions that create value for all stakeholders across the healthcare continuum while improving access and outcomes for patients. **Srini Kalla**is a former senior executive of OptumRx (UnitedHealth Group) and Elevance Health, and brings meaningful expertise in pharmacy and PBM healthcare technology, with a track record of leading major tech initiatives and M&A integrations across the healthcare landscape. During his time with Elevance Health between February 2024 and October 2024, Srini led the companys technology strategy and M&A initiatives for the Pharmacy Benefit Management (PBM) and Pharmacy business units while working cross-functionally with enterprise strategy, product, finance, and technology teams to evaluate and execute on strategic investment and partnership opportunities. He also drove due diligence for pharmacy-related acquisitions, assessed technology alignment, integration feasibility, and value creation opportunities, and provided executive-level guidance on build-vs-buy decisions and long-term technology architecture strategy to support scalable pharmacy services. During his time at OptumRx between 2010 and 2024, Srini held various leadership roles across PBM and clinical technology domains, culminating in the role of Vice President. In this regard, he directed end-to-end technology strategy, product engineering, and platform modernization initiatives impacting pharmacy operations, claims processing, prior authorization, adherence programs, and clinical interventions. Srini holds a bachelor of technology (engineering) from the College of Technology, OU, in India and a masters in management information systems from the University of South Florida in Tampa, Florida. | 70 | | | | | **Suren Ajjarapu**is Chairman of the board of directors of the Company. Mr. Ajjarapu has served TRxADE as Chairman of the Board, Chief Executive Officer, and Secretary since TRxADEs acquisition of TRxADE Nevada on January 8, 2014, and as the Chairman of the Board, Chief Executive Officer and Secretary of TRxADE Nevada since its inception. Mr. Ajjarapu has also served as Chairman and Chief Executive Officer of Kernel Group Holdings, Inc. (NASDAQ: KRNL), a special purpose acquisition company, since December 2022, served as Chairman and Chief Executive Officer of Oceantech Acquisitions I Corp. (NASDAQ: OTEC), a special purpose acquisition company, since March 2023, served as Chairman and Chief Executive Officer of PowerUp Acquisition Corp. (NASDAQ: PWUP), a special purpose acquisition company, since August 2023, and served as a director and the Chief Executive Officer of Integrated Wellness Acquisition Corp (NYSE: WEL), a special purpose acquisition company, since January 2024 and February 2024, respectively. Mr. Ajjarapu served as Chairman and Chief Executive Officer of Aesther Healthcare Acquisition Corp. (NASDAQ: AEHA), a special purpose acquisition company, from June 2021 until the completion of its initial business combination in February 2023. Mr. Ajjarapu now serves as a director of the post-combination company Ocean Biomedical, Inc. (NASDAQ: OCEA). Mr. Ajjarapu served as Chairman and Chief Executive Officer of Semper Paratus Acquisition Corporation (NASDAQ: LSGT), a special purpose acquisition company, from June 2023 until the completion of its initial business combination in February 2024. Mr. Ajjarapu now serves as a director of the post-combination company Tevogen Bio Holdings Inc. (Nasdaq AMERICAN: TVGN). Mr. Ajjarapu also serves as a director and is the former Chief Executive Officer of Wellgistics Health. Mr. Ajjarapu has served on the board of directors of Kano Energy, Inc, which is involved in developing renewable natural gas sites in USA, since 2018. Mr. Ajjarapu has also served as Chairman of Feeder Creek Group, Inc., since March 2018. Feeder Creek Group, Inc. is a company involved in developing renewable natural gas sites in Iowa. Mr. Ajjarapu was a Founder, Chief Executive Officer and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind power sites in the Midwest, United States, from 2009 to 2012. Mr. Ajjarapu was a Founder, President and Director of Aemetis, Inc., a biofuels company (AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from 2006 to 2009. Mr. Ajjarapu was Co-Founder, Chief Operating Officer, and Director of Global Information Technology, Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006. Mr. Ajjarapu holds an MS in Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the University of South Florida, specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program at Harvard University. **Non-Employee Directors** **Donald Fell**Mr. Fells career has spanned over 40 years with a variety of academic and business organizations. He has served as an independent director of the following public companies: TRxADE HEALTH, INC. and Trxade Nevada from January 2014 until 2024; Aesther Healthcare Acquisition Corp. from 2021 2023; Oceantech Acquisition Corp. from 2022 through 2023; Semper Paratus Acquisition Corp. from 2023 through 2024; Kernel Group Holdings Corp. from 2023 through 2024 and Powerup Acquisitions Corp. from 2023 through 2024. He also formerly served on the board of Fiona Consumer Products Pvt. Ltd. (Delhi, India). He presently serves as independent director for the following corporations: Integrated Wellness Acquisition Corp. since 2023; Scienture Holdings, Inc. since 2024; Aspire Biopharma Holdings, Inc. since 2025; Crown Reserve Acquisition Corp. since 2025. He serves on the audit, compensation, governance and nominations committees for those companies. He presently serves as special advisor to the University of South Florida Economics Department. From 1992 - 2025 he served as Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct graduate professor of economics for the University of Colorado, Colorado Springs. Mr. Fell previously held positions with the University of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public Policy Institute from 1995 to 2012. Mr. Fell was also a visiting MBA professor at the University of LaRochelle, France, and an adjunct professor of economics at both Illinois State University and The Ohio State University. He has served as a manufacturing engineering/econometric consultant to Sundstrand Corporation and consultant to a variety of non profit organizations. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and has all but dissertation (ABD) in economics from Illinois State University. In his academic positions he has lectured throughout the U.S., Canada, the Islands, Eastern Europe and Asia on global economics and environmental economics topics. **** **Gary Herman**Mr. Herman has been a member of the board since February 2026. Is a seasoned investor with extensive investment and business experience. Since October 2024, he has served as Chief Executive Officer and Interim Chief Financial Officer of Advent Technologies Holdings, Inc. Since 2021 he has been the Chief Operating Officer of Galloway Capital Partners. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities, LLC, a New York-based broker-dealer, and co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliated entities. From January 2011 to August 2013, he co-managed Abacoa Capital Master Fund, Ltd., a global macro-focused investment fund. Earlier in his career, Mr. Herman served as an investment banker with Burnham Securities, Inc. from 1997 to 2002. From 1993 to 1997, he was a Managing Partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo. Mr. Herman holds a B.S. in Political Science from the University at Albany, Rockefeller College of Public Affairs & Policy, with minors in Business and Music. Mr. Herman has significant experience serving on the boards of both public and private companies. He also serves on the boards of Advent Technologies Holdings, Inc. (OTCQB: ADNH) and SusGlobal Energy Corp. (OTCQB: SNRG). **Marlene Velez.** Ms. Velez has more than 20 years of executive leadership experience, including roles in operations, human capital management, and business development. She is the co-founder of VRealty Partners, a real estate and business brokerage firm, and the founder and Chief Executive Officer of MVPartners Group, a business advisory firm, positions she has held since 2020 and 2024, respectively. Prior to her entrepreneurial roles, Ms. Velez served as Chief People & Culture Officer at Power Design, Inc., an electrical contracting company, where she was employed for approximately 20 years. During her tenure, she supported the companys growth from a regional business to a national organization with a significantly expanded workforce. Ms. Velez currently serves on the Associate Board of Grow Financial Federal Credit Union and on the Board of Directors of Junior Achievement of Tampa Bay. She also serves on an advisory board at the University of South Florida. Ms. Velez holds an Executive Master of Business Administration and a Bachelor of Arts in Psychology from the University of South Florida. She also holds the Associate Certified Coach (ACC) credential from the International Coaching Federation and the Senior Professional in Human Resources (SPHR) designation from the HR Certification Institute. | 71 | | | | | **Family Relationships** There are no family relationships among any of our directors or executive officers. **Audit Committee** Our Board of Directors has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee currently consists of Gary Herman, who serves as Chairman of the Audit Committee, Donald Fell and Marlene Velez. Our Board of Directors has determined that Mr. Herman qualifies as an audit committee financial expert within the meaning of the rules and regulations of the SEC and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, our Board of Directors considered Mr. Hermans formal education and previous experience in financial roles. Our Board of Directors has also determined that Mr. Herman satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act. Mr. Herman can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. Both the Companys independent registered public accounting firm and management periodically will meet privately with the Audit Committee. The Audit Committee is responsible for, among other things: | | Evaluating the performance, independence and qualifications of the Companys independent auditors and determining whether to retain the Companys existing independent auditors or engage new independent auditors; | | | | monitoring the integrity of the Companys financial statements and the Companys compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; | | | | Reviewing the integrity, adequacy and effectiveness of the Companys internal control policies and procedures; | | | | Preparing the audit committee report required by the SEC to be included in the Companys annual proxy statement; | | | | Discussing the scope and results of the audit with the Companys independent auditors, and reviewing with management and the Companys independent auditors the Companys interim and year-end operating results; | | | | Establishing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters; | | | | Reviewing the Companys guidelines and policies on risk assessment and risk management; | | | | Reviewing and approving related party transactions; | | | | Obtaining and reviewing a report by the Companys independent auditors at least annually, that describes the Companys independent auditors internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues when required by applicable law; and | | | | Approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by the Companys independent auditors. | | The composition and function of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations, and Nasdaq listing rules. The Company will comply with future requirements to the extent they become applicable to the Company. | 72 | | | | | **Nominating and Compensation Committee** Our Board of Directors has appointed Donald Fell and Marlene Velez to serve on the Nominating and Compensation Committee of the Board of Directors. Our Board of Directors has determined that Mr. Fell will be a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of Nasdaq. The functions of the Nominating and Compensation Committee include, among other things: | | Approving the retention of compensation consultants and outside service providers and advisors; | | | | Reviewing and approving, or recommending that the Board of Directors approve, the compensation of the Companys executive officers, including annual base salary, annual incentive bonuses, specific performance goals relevant to their compensation, equity compensation, and employment agreements; | | | | Reviewing and recommending to the Board of Directors the compensation of the Companys directors; | | | | Administering and determining any award grants under the Companys equity and non-equity incentive plans; | | | | Reviewing and evaluating succession plans for the Companys executive officers; | | | | Preparing the compensation committee report required by the SEC to be included in the Companys annual proxy statement; | | | | Periodically reviewing the Companys practices and policies of employee compensation as they relate to risk management and risk-taking incentives; | | | | Identifying, evaluating, and recommending individuals qualified to become members of the Board of Directors and its committees; | | | | Evaluating the performance of the Board of Directors and of individual directors; | | | | Reviewing the Companys environmental and social responsibility policies and practices; | | | | Developing and recommending corporate governance guidelines to the Board of Directors; and | | | | Overseeing an annual evaluation of the Board of Directors and management. | | The composition and function of the Nominating and Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations, and Nasdaq listing rules. The Company will comply with future requirements to the extent they become applicable to the Company. **Compensation Committee Interlocks and Insider Participation** None of the members of the Companys Nominating and Compensation Committee has at any time during the prior three years been an officer or employee of the Company. Furthermore, none of the Companys executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Companys board of directors or compensation committee**.** **** **Code of Business Conduct and Ethics** Our board of directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics is available through our website at https://wellgisticshealth.com/code-of-ethics. We intend to disclose any changes in our code of ethics or waivers from it that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting such information on our website or by filing with the SEC a Current Report on Form 8-K, in each case in accordance with applicable SEC or Nasdaq rules. | 73 | | | | | **Delinquent Section 16(a) Reports** Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our outstanding common stock, to file with the SEC, initial reports of ownership and reports of changes in ownership of our equity securities. Such persons are required by SEC regulations to furnish us with copies of all such reports they file. Based on its review of the forms filed with the SEC, or representations from reporting persons, the Company believes that all of its directors, executive officers, and greater than 10% beneficial owners filed such reports in a timely manner. **Insider Trading Policy** All employees, officers and directors of the Company or any of our subsidiaries are subject to our Insider Trading Policy. The policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading. The policy also prohibits trading in Company securities during certain pre-established blackout periods around the filing of periodic reports and the public disclosure of material information. The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity awards are intended to build. To ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The anti-hedging provisions prohibit all employees, officers and directors from engaging in short sales of our securities. **** | ITEM 11. | EXECUTIVE COMPENSATION | | We are an emerging growth company within the meaning of the Securities Act and have elected to comply with the reduced compensation disclosure requirements available to such emerging growth companies. Under Item 402 of Regulation S-K, (i) our principal executive officer or the individual in a similar capacity during the year ended December 31, 2025, regardless of compensation level, (ii) our two most highly compensated executive officers other than persons described in the preceding clause (i) who were serving as our executive officers at December 31, 2025; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the preceding clause (ii) but for the fact that the individual was not serving as our executive officer at December 31, 2025, are considered our named executive officers or NEOs. As of December 31, 2025, our NEOs and their respective positions were: | | | Brian Norton, Former Chief Executive Officer; | | | | | Prashant Patel, President; | | | | | Suren Ajjarapu, Chariman of Board; | | | | | Tim Canning, Former Chief Executive Officer; | | | | | Srini Kalla, Chief Information Officer; | | | | | Chuck Wilson, Former Chief Information Officer; | | | | | Mark DiSiena, Former Chief Financial Officer; | | | | | Vishnu Balu, Former Chief Financial Officer and, | | | | | Eric Sherb, Interim Chief Financial Officer. | | **** | 74 | | | | | **2025 Summary Compensation Table** The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2025 and 2024. | Name and principal position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock awards ($) | | | Option awards ($) | | | All other compensation ($) | | | Total ($) | | | | Brian Norton, Former Chief Executive Officer | | | 2025 | | | $ | 388,711 | | | $ | - | | | $ | 24,300,000 | | | $ | - | | | $ | - | | | $ | 24,688,711 | | | | | | | 2024 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Timothy Canning, Former Chief Executive Officer | | | 2025 | | | $ | 103,708 | | | $ | - | | | $ | 832,500 | | | $ | - | | | $ | - | | | $ | 936,208 | | | | | | | 2024 | | | $ | 300,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | 30,000 | | | $ | 330,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Prashant Patel, President | | | 2025 | | | $ | 5,882 | | | $ | - | | | $ | 11,838,516 | | | $ | - | | | $ | - | | | $ | 11,844,398 | | | | | | | 2024 | | | $ | 400,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Suren Ajjarapu, Chairman of Board | | | 2025 | | | $ | 5,882 | | | $ | - | | | $ | 11,838,516 | | | $ | - | | | $ | - | | | $ | 11,844,398 | | | | | | | 2024 | | | $ | 400,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Srini Kalla, Chief Information Officer | | | 2025 | | | $ | 233,226 | | | $ | - | | | $ | 850,666 | | | $ | - | | | $ | - | | | $ | 1,083,892 | | | | | | | 2024 | | | $ | 62,500 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 62,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Charles Wilson, Former Chief Operating Officer | | | 2025 | | | $ | 88,127 | | | $ | - | | | $ | 386,666 | | | $ | - | | | $ | - | | | $ | 474,93 | | | | | | | 2024 | | | $ | - | | | $ | - | | | | . | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark, DiSiena, Former Chief Financial Officer | | | 2025 | | | $ | 236,889 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 236,889 | | | | | | | 2024 | | | $ | - | | | $ | - | | | | . | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vishnu Balu, Former Chief Financial Officer | | | 2025 | | | $ | 83,019 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 83,019 | | | | | | 2024 | | | $ | - | | | $ | - | | | . | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Eric Sherb, Interim Chief Financial Officer | | | 2025 | | | $ | 42,570 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 42,570 | | | | | | | 2024 | | | $ | - | | | $ | - | | | | . | | | $ | - | | | $ | - | | | $ | - | | | During the fiscal year 2025, the Company granted stock awards to certain NEOs. | (1) | Brian Norton, Former Chief Executive Officer, received 9,000,000 stock awards with a grant date fair value of $24,300,000. | | | (2) | Prashant Patel, President, and Suren Ajjarapu, Chairman of the Board, each received stock awards 4,082,247, including shares granted to their respective affiliates, with an aggregate grant date fair value of $11,838,516. | | | (3) | Timothy Canning, Former Chief Executive Officer, received 750,000 stock awards with a grant date fair value of $832,500. | | | (4) | Srini Kalla, Chief Information Officer, received 293,333 stock awards with a grant date fair value of $850,666. | | | (5) | Charles Wilson, Chief Operating Officer, received 133,333 stock awards with a grant date fair value of $386,666. | | **Narrative to the 2025 Summary Compensation Table** *Employment Agreements*. Mr. Ajjarapu entered into an executive employment agreement with the Company on August 9, 2023. The initial term of the agreement begins on December 31, 2023, and expires on December 31, 2025. The term will be automatically renewed until the agreement is terminated pursuant to its terms. Mr. Ajjarapus initial annual base salary is $400,000 and such base salary will be subject to adjustment by the compensation committee each year. Mr. Ajjarapu is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up to 200% of his base salary. Such bonus amounts will be determined by the compensation committee. Furthermore, Mr. Ajjarapu will receive shares of the Companys common stock as of December 31 for the entirety of the term of the agreement. In addition to certain customary benefits, Mr. Ajjarapu will receive a monthly automobile allowance of $2,000. Mr. Patel entered into an executive employment agreement with Wellgistics Health on August 9, 2023. The initial term of the agreement began on December 31, 2023, and expires on December 31, 2025. The term will be automatically renewed until the agreement is terminated pursuant to its terms. Mr. Patels initial annual base salary is $400,000 and such base salary will be subject to adjustment by the compensation committee each year. Mr. Patel is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up to 200% of his base salary. Such bonus amounts will be determined by the compensation committee. Furthermore, Mr. Patel will receive shares of Wellgistics Health common stock as of December 31 for the entirety of the term of the agreement. In addition to certain customary benefits, Mr. Patel will receive a monthly automobile allowance of $2,000. | 75 | | | | | Dr. Pirani entered into an executive employment agreement with Wellgistics Health on February 10, 2023. The initial term of the agreement began on June 16, 2024, the date of closing of the Wood Sage Acquisition, and expires on June 30, 2028. The term will be automatically renewed until the agreement is terminated pursuant to its terms. Dr. Piranis initial annual base salary is $275,000 and such base salary will be subject to adjustment by the board of directors each year. Dr. Pirani is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up to 20% of his base salary. Such bonus amounts will be determined by the board of directors. Furthermore, Dr. Pirani will receive shares of Wellgistics Health common stock as of December 31 for the entirety of the term of the agreement. During 2024, we entered into executive employment agreements with certain individuals to serve Wellgistics Health in various officer capacities. One such individual is Tim Canning, who replaced Mr. Ajjarapu as Wellgistics Healths Chief Executive Officer effective January 18, 2024. As of the filing date of the registration statement of which this prospectus forms a part, Wellgistics Healths NEOs are: | | | Tim Canning, Chief Executive Officer; | | | | | Prashant Patel, Chief Strategy Officer and Vice Chairman of the Board; and | | | | | Dr. Shafaat Pirani, Chief Clinical Officer | | Mr. Canning entered into an executive employment agreement with Wellgistics Health on January 18, 2024. The initial term of the agreement expires on December 31, 2026, and the term will be automatically renewed until the agreement is terminated pursuant to its terms. Mr. Cannings initial annual base salary is $300,000 and such base salary will be subject to adjustment by the compensation committee each year. Mr. Canning is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up to 75% of his base salary. Such bonus amounts will be determined by the compensation committee. In addition to certain customary benefits, Mr. Canning will receive a monthly apartment allowance of $2,500. Mr. Canning resigned from the Company effective February 28, 2025. Mr. Norton succeeded Mr. Canning as the Companys Chief Executive Officer effective February 28, 2025. On March 3, 2025, we entered into an executive employment agreement with Mr. Norton. The initial term of the agreement began on March 3, 2025, and expires on December 31, 2025. The term will be automatically renewed until the agreement is terminated pursuant to its terms. The agreement provides for an annual base salary of $490,000. Mr. Nortons base salary may increase as determined by the Compensation Committee of the Companys Board of Directors in its sole discretion, and will increase by 5% in the event Mr. Norton meets at least 90% of certain annual performance metrics established by the Compensation Committee. Furthermore, Mr. Norton is eligible for a performance based bonus of up to 100% of his base salary as determined by the Compensation Committee that is contingent upon the achievement of certain performance objectives and a yearly discretionary cash stock or equity bonus in an amount determined by the Compensation Committee. Mr. Nortons employment agreement provides an automobile allowance of $1,000 per month and a relocation allowance of $15,000. On the Effective Date, Mr. Norton will be granted Restricted Stock Units (RSU) Awards of 9,000,000 shares of the Companys common stock that vest over three years in equal amounts contingent upon the Company realizing certain gross revenue and gross profit targets. In the event that Mr. Norton resigns for good reason or is terminated by the Company without cause, each as defined in Mr. Nortons employment agreement, or a change of control takes place, all outstanding and unvested RSUs will immediately accelerate and vest in full. Under Mr. Nortons employment agreement, Mr. Norton will be eligible for other employee benefits in accordance with the Companys policies and plans. **Components of Compensation for Fiscal Year 2025** *Base Salary and Bonuses.*As existing executive officers and NEOs, receive a base salary and bonuses to compensate them for services rendered to the Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executives skill set, experience, role and responsibilities. Base salary amounts will be established based on consideration of, among other factors, the scope of the NEOs position, responsibilities and years of service and the compensation committees general knowledge of the competitive market, based on, among other things, experience with other similarly situated companies and Wellgistics Healths industry and market data reviewed by the compensation committee. | 76 | | | | | *Incentive Plan.*We have adopted the Amended and Restated 2023 Equity Incentive Plan (the Incentive Plan) in order to facilitate the grant of equity incentives to our directors, employees (including our NEOs) and consultants and certain of our affiliates and to enable us and certain of our affiliates to obtain and retain services of these individuals, which is essential to our long-term success. The below sets forth the principal features of the Incentive Plan. Administration. The Incentive Plan is administered by the compensation committee of the board of directors, which may delegate different levels of authority to different committees or persons with administrative and grant authority under the Incentive Plan (referred to collectively as the Administrator), subject to certain limitations that may be imposed under the Incentive Plan, Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The Administrator has broad authority under the Incentive Plan, including, without limitation, the authority: | | | to select eligible participants and determine the type(s) of award(s) that they are to receive; | | | | | | | | | | to grant awards and determine the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and, in the case of share-based awards, the number of shares to be offered or awarded; | | | | | | | | | | to determine any applicable vesting and exercise conditions for awards (including any applicable performance and/or time-based vesting or exercisability conditions) and the extent to which such conditions have been satisfied, or determine that no delayed vesting or exercise is required, to determine the circumstances in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such adjustment, to establish the events (if any) on which exercisability or vesting may accelerate (including specified terminations of employment or service or other circumstances), and to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards (subject in the case of options and stock appreciation rights to the maximum term of the award); | | | | | | | | | | to cancel, modify, or waive our rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents; | | | | | | | | | | subject to the other provisions of the Incentive Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award; | | | | | | | | | | to determine the method of payment of any purchase price for an award or shares of the Companys common stock delivered under the Incentive Plan, as well as any tax-related items with respect to an award, which may be in the form of cash, check, or other acceptable instrument, by the delivery of already-owned shares of the Companys common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law; | | | | | | | | | | to modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where we or one of our subsidiaries operates or where one or more eligible participants reside or provide services; | | | | | | | | | | to approve the form of any award agreements used under the Incentive Plan; and | | | | | | | | | | to construe and interpret the Incentive Plan, make rules for the administration of the Incentive Plan, and make all other determinations for the administration of the Incentive Plan. | | | 77 | | | | | Eligibility. All of our officers and employees and officers and employees of our subsidiaries (including all of our named executive officers), each of the members of our board of directors who are not employed by us or any of our subsidiaries (Non-Employee Directors), and certain independent contractor consultants who provide bona fide services to us or one of our affiliates are eligible to receive awards under the Incentive Plan. Limitation on Awards and Shares Available. The number of shares initially available for issuance under awards granted pursuant to the Incentive Plan is 43,506,064 shares of the Companys common stock (the Share Limit). In addition, the Share Limit shall automatically increase on January 1 of each calendar year during the term of the Incentive Plan, by an amount equal to the lesser of (i) three percent (3%) of the total number of shares of the Companys common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of the Companys common stock as may be established by the Administrator. The following other limits are also contained in the Incentive Plan. These limits are in addition to, and not in lieu of, the Share Limit for the plan described above. | | | The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the plan is the Share Limit. (For clarity, any shares issued in respect of incentive stock options granted under the plan will also count against the overall Share Limit above.) | | | | | | | | | | Awards that are granted under the Incentive Plan during any one calendar year to any person who, on the grant date of the award, is a Non-Employee Director shall not exceed the number of shares that produce a grant date fair value for the award that, when combined with (i) the grant date fair value of any other awards granted under the Incentive Plan during that same calendar year to that individual in his or her capacity as a Non-Employee Director and (ii) the dollar amount of all other cash compensation payable by Wellgistics Health to such Non-Employee Director for his or her services in such capacity during that same calendar year (regardless of whether deferred and excluding any interest or earnings on any portion of such amount that may be deferred), is $750,000; provided that this limit is $1,000,000 as to any new Non-Employee Director for the calendar year in which the non-employee director is first elected or appointed to the board of directors. For purposes of this limit, the grant date fair value of an award means the value of the award as of the date of grant of the award and as determined in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation (ASC 718) or successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions. This limit does not apply to, and will be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of Wellgistics Health or one of its subsidiaries. This limit applies on an individual basis and not on an aggregate basis to all Non-Employee Directors as a group. | | Awards. The Incentive Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Companys common stock or units of the Companys common stock, as well as cash bonus awards. The Incentive Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. A stock option is the right to purchase shares of the Companys common stock at a future date at a specified price per share (the exercise price). The per share exercise price of an option generally may not be less than the fair market value of a share of the Companys common stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under *U.S. Federal Income Tax Consequences of Awards Under the Incentive Plan* below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the Code and the Incentive Plan. Incentive stock options may only be granted to employees of Wellgistics Health or a subsidiary. A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of share of the Companys common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price will be established by the Administrator at the time of grant of the stock appreciation right and generally may not be less than the fair market value of a share of the Companys common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant. | 78 | | | | | The other types of awards that may be granted under the Incentive Plan include, without limitation, stock bonuses, restricted stock, restricted stock units, performance stock, stock units or phantom stock (which are contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock), dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares, and cash awards. Any awards under the Incentive Plan (including awards of stock options and stock appreciation rights) may be fully-vested at grant or may be subject to time- and/or performance-based vesting requirements. Dividend Equivalent Rights. The Administrator may grant dividend equivalent rights as a component of an award of restricted stock units or as a freestanding award. Dividend equivalent rights may be settled in cash or shares of the Companys common stock, or a combination thereof. A dividend equivalent right granted as a component of an award of restricted stock units will provide that such dividend equivalent right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other award, and that such dividend equivalent right shall expire or be forfeited or annulled under the same conditions as such other award. Assumption and Termination of Awards. If an event occurs in which we do not survive (or does not survive as a public company in respect of the Companys common stock), including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Company, awards then-outstanding under the Incentive Plan will not automatically become fully vested pursuant to the provisions of the Incentive Plan so long as such awards are assumed, substituted for or otherwise continued. However, if awards then-outstanding under the Incentive Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested (with any performance goals applicable to the award being deemed met at the target performance level), subject to any exceptions that the Administrator may provide for in an applicable award agreement. The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the Incentive Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event or in connection with a termination of the award holders employment. Transfer Restrictions. Subject to certain exceptions contained in Section 12(b) of the Incentive Plan, awards under the Incentive Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipients lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipients beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipients family members). Adjustments*.* As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Incentive Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders. No Limit on Other Authority. The Incentive Plan does not limit the authority of our board of directors or any committee to grant awards or authorize any other compensation, with or without reference to the Companys common stock, under any other plan or authority. Termination of or Changes to the Incentive Plan. The board of directors may amend or terminate the Incentive Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by the board of directors. Unless terminated earlier by the board of directors and subject to any extension that may be approved by stockholders, the authority to grant new awards under the Incentive Plan will terminate on the tenth anniversary of its establishment. Outstanding awards, as well as the Administrators authority with respect thereto, generally will continue following the expiration or termination of the plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder. | 79 | | | | | U.S. Federal Income Tax Consequences of Awards under the Incentive Plan. The following is a summary of some of the material federal income tax consequences to participants in the Incentive Plan under current federal tax laws. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state, local or international income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules. This summarized tax information is not tax advice. With respect to nonqualified stock options, we generally are entitled to deduct and the participant recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, we generally are not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax. The current federal income tax consequences of other awards authorized under the Incentive Plan generally follow certain basic patterns: nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); restricted stock units, bonuses, stock appreciation rights, cash and stock-based performance awards, dividend equivalents, stock units, and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant recognizes income. If an award is accelerated under the Incentive Plan in connection with a change in control (as this term is used under the Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration (parachute payments) if we exceed certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, under Section 162(m) of the Code, the aggregate compensation in excess of $1,000,000 payable to current or former named executive officers (including amounts attributable to equity-based and other incentive awards) may not be deductible by us in certain circumstances. **Other Elements of Compensation** *Retirement Plans.*We intend to adopt and maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. We expect that our NEOs will be eligible to participate in the 401(k) plan on the same terms as other full-time, salaried employees. The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings through a 401(k) plan adds to the overall desirability of its executive compensation package and further incentivizes its employees, including its NEOs, in accordance with its compensation policies. *Health/Welfare Plans.*We intend for all of its full-time, salaried employees, including its NEOs, to be eligible to participate in our health and welfare plans, which we expect to include: medical, dental, and vision benefits, and life and accidental death and dismemberment insurance. *No Tax Gross-Ups.*We do not intend to make gross-up payments to cover our NEOs personal income taxes that may pertain to any of the compensation or benefits paid or provided by us. | 80 | | | | | **Director Compensation** **** *Summary Independent Director Compensation Table* ** The following table provides information regarding all compensation awarded to, earned by or paid to each person who served as a non-executive director of the Company for some portion or all of 2025. Other than as set forth in the table and described more fully below, the Company did not pay any fees, make any equity or non-equity awards, or pay any other compensation, to its non-employee directors. All compensation paid to its employee directors is set forth in the tables summarizing executive officer compensation above. | Name | | Fees earned or paid in cash | | | Stock Awards** | | | Option Awards*** | | | Total | | | | Donald W. Anderson* | | $ | 145,000 | | | $ | 580,000 | | | | | | | $ | 725,000 | | | | Rebecca Shanahan* | | | 110,000 | | | | 580,000 | | | | - | | | | 690,000 | | | | Sajid Syed | | | - | | | | 191,400 | | | | - | | | | 191,400 | | | | Donald Fell | | | 20,000 | | | | - | | | | - | | | | 20,000 | | | | Howard Doss* | | | 20,000 | | | | - | | | | - | | | | 20,000 | | | | Michael Peterson* | | | 60,000 | | | | 182,600 | | | | - | | | | 242,600 | | | | Steven Lee* | | | 20,000 | | | | - | | | | - | | | | 20,000 | | | | Prashant Patel | | | 7,500 | | | | - | | | | - | | | | 7,500 | | | | Suren Ajjarapu | | | 7,500 | | | | - | | | | - | | | | 7,500 | | | | | | $ | 390,000 | | | $ | 1,534,000 | | | $ | - | | | $ | 1,909,000 | | | * Former director **Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of restricted shares and option awards are set forth in the Critical Accounting Estimates as disclosed in our Consolidated Financial Statements for the year ended December 31, 2023. The amount reported in this column reflects the accounting cost for these awards and does not correspond to the actual economic value that may be received by the director upon the vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares of common stock. *** Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with the Black-Scholes option pricing model. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and the expected stock price volatility over the expected term. The Company estimates volatility by reference to the historical volatilities of the Company. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. *Independent Director Compensation Policy* We previously entered into individual agreements with each of its independent directors where we agreed to pay Mr. Anderson and Ms. Shanahan an annual cash retainer of $50,000 and Mr. Peterson an annual cash retainer of $120,000 per year. In addition, we agreed to carry director and officer insurance for Mr. Peterson and to make a one-time issuance of 200,000 shares of our Common Stock at a price per share equal to the fair market value of the Common Stock on the grant date. These 200,000 shares vest in equal amounts of a three year period beginning on the first anniversary date of the grant. On July 31, 2025, we adopted a non-employee director compensation policy designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to the policy, each non-employee director will receive an annual cash retainer of $120,000, payable at the directors election in cash or shares of Common Stock. These retainers are paid quarterly in arrears on or before the fifteenth (15th) business day following the end of each calendar quarter. Each non-employee director also receives an annual equity award of 60,000 shares of Common Stock under the Companys Amended and Restated 2023 Equity Incentive Plan. These shares of Common Stock are to be issued annually in arrears on or before the fifteenth (15th) business day following the end of each calendar year. Non-employee directors are also reimbursed for reasonable travel expenses in connection with their attendance at board of director and committee meetings. Upon appointment, each non-employee directors will receive 200,000 restricted shares of Common Stock, vesting in equal installments over three (3) years. | 81 | | | | | **Rule 10b5-1 Trading Plans** Our executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to Rule 10b5-1 under the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to buy or sell shares of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the executive officer or director when entering into the plan, without further direction from them. The executive officer or director may amend or terminate the plan in specified circumstances. | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 2, 2026, for (a) each stockholder known by us to own beneficially more than 5% of the Companys common stock (b) our NEOs, (c) each of our directors, and (d) all of our current directors and executive officers as a group. We have determined beneficial ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose. A person is also deemed to be a beneficial owner of the Companys common stock if that person has or shares voting power, which includes the power to vote or direct the voting of the Companys common stock or investment power, which includes the power to dispose of or to direct the disposition of such capital stock. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of the Companys common stock shown as beneficially owned by the stockholder. The number of shares beneficially owned by each stockholder as described in this prospectus is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable. | | | Shares Benefically Owned | | | | Name of Beneficial Owner | | Number | | | Percent of Common Stock (%) | | | | Directors and Named Executive Officers - Current & Former | | | | | | | | | | | Brian Norton(2) | | | 18,204,807 | | | | 17.20 | % | | | Prashant Patel(3) | | | 10,990,247 | | | | 10.38 | % | | | Surren Ajjarapu(4) | | | 12,826,558 | | | | 12.12 | % | | | Donald Aderson | | | 244,720 | | | | 0.23 | % | | | Rebecca Shahnahan | | | 244,720 | | | | 0.23 | % | | | Shafaat Pirani | | | 102,080 | | | | 0.10 | % | | | Tim Canning(5) | | | 750,000 | | | | 0.71 | % | | | Srini Kalla | | | 293,333 | | | | 0.28% | | | | Chuck Wilson | | | 133,333 | | | | 0.13% | | | | Sajid Syed | | | 110,720 | | | | 0.10% | | | | Michael L. Peterson | | | 200,000 | | | | 0.19 | % | | | All directors and executive officers as a group | | | 41,182,021 | | | | 41.66 | % | | | | | | | | | | | | | | Other Five Percent Holders: | | | | | | | | | | | Annapurna Gundlapalli, Trustee of the Annapurna Gundlapalli Revocable Trust 2010 | | | 8,944,000 | | | | 8.45 | % | | | Patel Trust 2010 | | | 4,472,000 | | | | 4.22 | % | | | Sandhya Ajjarapu, Trustee of the Sandhya Ajjarapu Revocable Trust 2007 | | | 4,463,000 | | | | 4.22 | % | | (1) The mailing address of all individuals listed is c/o Wellgistics Health, Inc., 3000 Bayport Drive Suite 950, Tampa, FL 33607. | 82 | | | | | (2) Includes (i) 9,044,720 shares owned directly by Mr. Norton, (ii) 6,602,926 shares owned by Strategix Global LLC, an entity in which Mr. Norton has a beneficial interest, and (iii) 2,557,161 shares owned by Nomad Capital LLC, an entity in which Mr. Norton has a beneficial interest. Brian Norton resigned as Chief Executive Officer of the Company effective from October 6, 2025. (3) Includes (i) 4,118,247 shares owned directly by Mr. Patel, (ii) 4,472,000 shares owned by the Patel Trust 2010, for which Mr. Patel claims beneficial ownership, as co-trustee with his wife, Rina Patel, and (iii) 2,400,000 shares owned by Goldshield Health LLC, an entity that Mr. Patel beneficially owns and for which Mr. Patel thereby claims beneficial ownership. Mr. Patel voluntarily resigned as an officer and director of the Company effective August 8, 2025. Mr. Patels decision to resign is not the result of any dispute or disagreement with the Company, the Companys management or the Companys board of directors on any matter relating to the Companys operations, policies, or practices. (4) Includes (i) 2,882,247 shares owned directly by Mr. Ajjarapu, (ii) 4,463,200 shares owned by the Sandhya Ajjarapu Revocable Trust 2007, for which Mr. Ajjarapu claims beneficial ownership through his wife, Sandhya Ajjarapu, who serves as trustee, and (iii) 3,100,000 shares owned by Sansur Associates LLC, an entity that Mr. Ajjarapu beneficially owns and for which Mr. Ajjarapu thereby claims beneficial ownership (iv) 2,381,111 shares owned by Sea Rider Capital LLC, an entity that Mr. Ajjarupu beneficially owned. (5) Mr. Canning resigned as Chief Executive Officer of the Company effective February 28, 2025. | a. | Donald Aderson, Rebecca Shahnahan and Michael L. Peterson resigned from the Company effective from October 1, 2025. | | **** **Equity Compensation Plan Information** The following table provides information as of December 31, 2025, with respect to securities that may be issued under our equity compensation plans. | Plan Category | | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | | | | Weighted-average exercise price of outstanding options, warrants and rights | | | | Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in coloumn (a) | | | | | | | (a) | | | | (b) | | | | (c) | | | | Equity compensation plans approved by security holders | | | - | | | $ | - | | | | - | | | | Equity compensation plans not approved by security holders | | | - | | | $ | - | | | | - | | | | Total | | | - | | | $ | - | | | | - | | | The only equity compensation plan that has been approved by the Companys security holders and currently is in full force and effect is the Incentive Plan. The Incentive Plan was approved by the Company on October 29, 2024. The Incentive Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to any limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) stock awards; (vi) stock bonuses; (vii) restricted stock units; (viii) performance stock; (ix) stock units or phantom stock (contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock); (x) dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares; and (xi) cash awards. In making such determinations, the Companys board of directors (or the Compensation Committee) may take into account the nature of the services rendered by such person, his or her present and potential future contribution to the Companys success, and such other factors as the Companys board of directors (or the Compensation Committee) in its discretion shall deem relevant. Incentive stock options granted under the Incentive Plan are intended to qualify as incentive stock options within the meaning of Section 422 of the Code. Nonqualified (non-statutory stock options) granted under the Incentive Plan are not intended to qualify as incentive stock options under the Code. | 83 | | | | | The Incentive Plan is intended to secure for the Company the benefits arising from ownership of the Companys common stock by the employees, officers, directors and consultants of the Company, all of whom are and will be responsible for the Companys future growth. The Incentive Plan is designed to help attract and retain for the Company, qualified personnel for positions of exceptional responsibility, to reward employees, officers, directors, and consultants for their services to the Company and to motivate such individuals through added incentives to further contribute to the success of the Company. | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | | Our common stock is traded on The NASDAQ Capital Market. Our Board of Directors has determined that all of its current members qualify as an independent director as defined under Rule 5605(a)(2) of the Nasdaq listing rules. **Related Transactions** In addition to the compensation arrangements with our directors and executive officers incorporated by reference into the registration statement of which this prospectus forms a part, the following is a description of each transaction since January 1, 2024, and each currently proposed transaction in which (i) we have been or will be a participant; (ii) the amount involved exceeds or will exceed the lesser of $120,000 or one percent (1%) of the average of the our total assets at year-end for the last two completed fiscal years; and (iii) any of our directors, executive officers or beneficial holders of more than five percent (5%) of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. **Wood Sage Membership Interest Purchase Agreement** During January of 2023, we entered into a Membership Interest Purchase Agreement with Nikul Panchal, an individual resident of the State of Florida, in connection with our acquisition of Wood Sage. We and Mr. Panchal amended and restated this agreement on June 16, 2024, whereby we revised the closing payment to be made by us to Mr. Panchal to be 0.389 shares of the Companys common stock, before giving effect to any forward or reverse stock splits. The shares issued by us to Mr. Panchal were meant to approximate total cash compensation of $400,000 with a 20% discount. Mr. Panchal currently is our Vice President of Business Development and Sales in addition to being a stockholder of the Company. **Wellgistics LLC Membership Interest Purchase Agreement** During May 2023, we entered into a Membership Interest Purchase Agreement with Wellgistics LLC and its owners, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton (the Wellgistics MIPA), whereby we agreed to acquire all of the issued outstanding membership interests of Wellgistics LLC. Wellgistics LLC was founded in 2013 and has been continuously operating. On August 4, 2023, the Company and Wellgistics LLC amended the Wellgistics MIPA to extend the termination date of the Wellgistics MIPA to no later than December 26, 2023, and designate Brian Norton as a representative who may act on behalf of all named sellers in the Wellgistics MIPA. On December 26, 2023, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to March 29, 2024. On March 22, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to August 31, 2024, and to provide for the Company to extend such date for a maximum of ninety days, among other things. | 84 | | | | | On August 23, 2024, the Company and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the purchase price to be paid by us for acquiring Wellgistics LLC, the closing date of the transaction, and certain other terms and conditions. The purchase price that we agreed to pay Wellgistics LLC under the revised agreement consists of: | | | a closing cash payment of $10 million, $1 million of which is payable in immediately available funds to Zions Bank, a creditor of Wellgistics LLC, by wire transfer, and the remainder of which is due no later than the earlier of 45 calendar days following effectiveness of this registration statement and August 30, 2025; | | | | | a promissory note in the aggregate principal amount of $15 million plus simple interest accruing annually equal to the Prime Rate as published by the Wall Street Journal on January 1 of the applicable year, together payable in three equal annual installments commencing on the first anniversary of the date that this registration statement becomes effective; | | | | | bonus payments in the form of the Companys common stock equaling an aggregate value of $10 million that vest over three years and are payable in three equal annual installments; | | | | | bonus payments in the form of the Companys common stock in an aggregate amount of up to $5 million that vest only if certain financial metrics are met, with unvested shares of common stock subject to repurchase by us for a nominal purchase price if such financial metrics are not met; and | | | | | contingent bonus payments consisting of 50% cash and 50% the Companys common stock to the extent that our EBITDA is in excess of 110% of certain established targets for each of the years ended December 31, 2024, December 31, 2025, and December 31, 2026. | | On August 30, 2024, we closed on the acquisition of Wellgistics LLC, thereby making Wellgistics LLCa company focused on wholesale operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant to improve market access to and patient outcomes regarding the medicationsa wholly owned subsidiary of the Company. On November 4, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million respective bonus payments into an immediate share issuance of 3,999,335 shares of restricted the Companys common stock. 2,666,223 shares of common stock vest in equal annual installments over a period of three years. These shares of common stock are not subject to repurchase by us. 1,333,112 shares have been fully issued, but vest only upon the achievement of certain financial metrics. In the event the stated metrics for the applicable year are not achieved, we can repurchase the applicable portion of the 1,333,112 unvested shares for nominal consideration of $0.0001 per share. On March 6, 2025, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the due date of the $10 million closing cash payment such that the closing cash payment will be due upon the earlier of (i) 120 calendar days following effectiveness of the Registration Statement on Form S-1 that we filed with the SEC on July 22, 2024, as subsequently amended and (ii) or August 30, 2025. **** **April 2025 Promissory Note** On April 4, 2025, the Company issued a promissory note (the **April 2025 Note**) to a Sansur Associates, LLC, an entity beneficially owned by Surendra Ajjarapu, the Chairman of the Companys Board, in the principal amount of $500,000. The April 2025 Note bore interest at a rate equal to ten percent (10%) per annum, is unsecured, and was to mature on October 7, 2025. No funds were advanced under the April 2025 Note and the Company and Sansur Associates, LLC mutually agreed to terminate the note in August 2025. | 85 | | | | | **Executive Employment Agreements** On January 18, 2024, the Company entered into an executive employment agreement with Tim Canning, its Chief Executive Officer. The initial term of the agreement expires on December 31, 2026, and the term will be automatically renewed until the agreement is terminated pursuant to its terms. Mr. Cannings initial annual base salary was $300,000 and such base salary was subject to adjustment by the compensation committee each year. Mr. Canning was also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up to 75% of his base salary. Such bonus amounts were determined by the compensation committee. In addition to certain customary benefits, Mr. Canning received a monthly apartment allowance of $2,500. As previously disclosed, Mr. Canning resigned from the Company, effective as of February 28, 2025. Mr. Cannings decision to resign was not the result of any dispute or disagreement with the Company, the Companys management or the Board on any matter relating to the Companys operations, policies or practices.. **** On April 15, 2024, the Company entered into a contract agreement with Aletheia Strategic Advisory LLC (**Aletheia**), whereby Vishnu Baluthe sole member of Aletheiaagreed to serve as Wellgistics Healths financial lead or Chief Financial Officer. Mr. Balus formal title with Wellgistics Health was Vice President of Finance and Chief Financial Officer. The agreement may be terminated upon three-month notice unless Mr. Balus position is converted to another full-time position. In exchange for Mr. Balu service, Wellgistics Health committed to pay Mr. Balu an annual fee equal to $200,000. Mr. Balu resigned as the Companys Chief Financial Officer effective as of April 22, 2025. Mr. Balus decision to resign is not the result of any dispute or disagreement with the Company, the Companys management or the Companys Board of Directors on any matter relating to the Companys operations, policies or practices. On February 28, 2025, the Company and Mr. Norton entered into an employment agreement (the **Norton Employment Agreement**) that provides for an annual base salary of $490,000. Mr. Nortons base salary may increase as determined by the compensation committee of the Companys Board of Directors in its sole discretion, and will increase by 5% in the event Mr. Norton meets at least 90% of certain annual performance metrics established by the compensation committee. Furthermore, Mr. Norton is eligible for a performance based bonus of up to 100% of his base salary as determined by the compensation committee that is contingent upon the achievement of certain performance objectives and a yearly discretionary cash stock or equity bonus in an amount determined by the compensation committee. The Norton Employment Agreement provides an automobile allowance of $1,000 per month and a relocation allowance of $15,000. Pursuant to the Norton Employment Agreement, the Company agreed to award 9,000,000 shares of restricted Common Stock to Mr. Norton that would vest over no more than three years contingent upon the Company realizing certain financial performance targets. This restricted stock award was granted in March 2025. While the performance targets had not yet been achieved, the Compensation Committee of the Board of Directors accelerated the vesting of this award effective July 24, 2025 following the conversion of the approximately $8.1 million closing payment due to the Wellgistics, LLC sellers to common stock of the Company as further described in *Business*Overview. As a result of such acceleration, these shares of Common Stock are no longer restricted. Under the Norton Employment Agreement, Mr. Norton is eligible for other employee benefits in accordance with the Companys policies and plans. On April 22, 2025, the Company and Mr. DiSiena entered into an employment agreement (the **DiSiena Employment Agreement**) that provides for Mr. DiSiena to be paid an annual salary of $200,000 per year, which will increase to $275,000 per year upon the Companys completion of a funding round in a minimum amount of $10 million. Mr. DiSiena also is eligible for a discretionary bonus as determined by the Companys Board of Directors. Mr. DiSiena is eligible for other employee benefits in accordance with the Companys policies and plans. In addition, the Company has agreed, pursuant to the DiSiena Employment Agreement, to issue 150,000 restricted shares of the Companys Common Stock to Mr. DiSiena on or before July 21, 2025. These shares of Common Shares vest in equal annual installments, with the first installment vesting on December 31, 2025, contingent upon Mr. DiSiena remaining employed by and in good standing with the Company as of each vesting date. The DiSiena Employment Agreement is effective for 3 years and will be automatically renewed for successive one-year terms unless either party provides written notice of an intention to terminate employment or the DiSiena Employment Agreement is otherwise terminated pursuant to its terms. On June 10, 2025 the Company and Mr. Madsen entered into an employment agreement (the **Madsen Employment Agreement**) that provides for Mr. Madsen to be paid an annual salary of $450,000 per year. Mr. Madsen also is eligible for (i) a discretionary bonus as determined by the Companys Board of Directors provided that Mr. Madsen has been employed for the duration of the relevant fiscal year and (ii) an annual performance bonus equal to a percentage of Mr. Madsens base salary as determined by the Compensation Committee of the Companys Board of Directors. Mr. Madsen also receives an automobile allowance of $1,000 per month and will receive a $50,000 signing and relocation bonus of $50,000 upon the Companys completion of a funding round for the Company. Mr. Madsen is eligible for other employee benefits in accordance with the Companys policies and plans. The Madsen Employment Agreement also contains customary representations and warranties and restrictive covenants. The Madsen Employment Agreement is effective for 3 years and will be automatically renewed for successive one-year terms unless either party provides written notice of an intention to terminate employment or the Madsen Employment Agreement is otherwise terminated pursuant to its terms. | 86 | | | | | **Indemnification Agreements** We intend to enter into indemnification agreements with our directors and executive officers that will, among other things, require us to indemnify our directors and executive officers for certain expenses, including reasonable attorneys fees, incurred by such directors and executive officers in generally any action or proceeding arising out of their services as directors or executive officers of the Company or any other company or enterprise to which the person provides services at the Companys request. We believe that indemnification agreements are necessary to attract and retain qualified persons as directors and officers. These indemnification provisions may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties, and may reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit Wellgistics Health and its stockholders. A stockholders investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to the indemnification provisions. **Related Party Transaction Policy** Our board of directors intends to adopt a written related person policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are to be a participant, the amount involved exceeds $100,000 and a related person had or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | | The following table presents fees for professional audit services rendered by Suri & Co. (Suri) for the audit of the Companys annual financial statements for the year ended December 31, 2025 and 2024 and fees billed for other services rendered during those periods: | | | 2025 | | | 2024 | | | | Audit fees (1) | | $ | 303,045 | | | $ | 96,000 | | | | Audit-Related Fees | | | | | | | | | | | Tax Fees | | | | | | | | | | | All other fees (2) | | | | | | | | | | | Total | | $ | 303,045 | | | $ | 96,000 | | | (1) Audit fees consist of fees billed for professional services performed by Suri & Co. for the audit of our annual consolidated financial statements, the review of interim consolidated financial statements, and review of the registration statement on Form S-1 for our initial public offering, and related services that are normally provided in connection with statutory and regulatory filings or engagements **** **Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant** Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm | 87 | | | | | Prior to engagement of an independent registered public accounting firm for the next years audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. 1. **Audit**services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards. 2. **Audit-Related** services, if any, are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. 3. **Tax** services, if any, include all services performed by an independent registered public accounting firms tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice. 4. **Other Fees** are those associated with services not captured in the other categories. The Company generally does not request such services from our independent registered public accounting firm. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. **PART IV** | ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES | | (a) Documents filed as part of this Annual Report: The following is an index of the financial statements, schedules and exhibits included in this Form 10-K or incorporated herein by reference. | (1) | All Financial Statements | | | Index to Consolidated Financial Statements | | | | Report of Independent Registered Public Accounting Firm | F-2 | | | Consolidated Balance Sheets | F-3 | | | Consolidated Statements of Operations | F-4 | | | Consolidated Statements of Changes in Stockholders Equity | F-5 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to Consolidated Financial Statements | F-7 | | | 88 | | | | | | (2) | Consolidated Financial Statement Schedules | | Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K. | (3) | Exhibits | | | Exhibit Number | | Description | | | 3.1 | | Certificate of Incorporation of Wellgistics Health, Inc., as amended and currently in effect (incorporated by reference to Exhibit 3.1 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025). | | | 3.2 | | Bylaws of Wellgistics Health, Inc. as currently in effect (incorporated by reference to Exhibit 3.2 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025). | | | 10.1** | | Amended and Restated Membership Interest Purchase Agreement dated June 16, 2024, by and between Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) and Nikul Panchal (incorporated by reference to Exhibit 10.1 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025). | | | 10.2** | | Membership Interest Purchase Agreement dated May 11, 2023, by and among Wellgistics Health, Inc. (f/k/a Danam Health, Inc.), Wellgistics, LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton, as amended (incorporated by reference to Exhibit 10.2 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025) | | | 10.3* | | [Lock-Up Agreements] | | | 10.4 | | Second Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025) | | | 10.5 | | Executive Employment Agreement dated January 1, 2023, by and between Suren Ajjarapu and Wellgistics Health, Inc. (incorporated by reference to Exhibit 10.6 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025) | | | 10.6 | | Executive Employment Agreement dated January 1, 2023, by and between Dr. Shafaat Pirani and Wellgistics Health, Inc. (incorporated by reference to Exhibit 10.7 Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025) | | | 10.8 | | Executive Employment Agreement dated January 1, 2023, by and between Prashant Patel and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) | | | 10.9 | | Executive Employment Agreement dated January 1, 2023, by and between Nikul Panchal and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) | | | 10.10 | | Indemnification Agreement dated January 9, 2024, by and between Tim Canning and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) | | | 10.11 | | Contract Agreement dated April 15, 2024, by and between Aletheia Strategic Advisory LLC and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) | | | 10.12 | | Lease Agreement dated March 23, 2024, by and between GVI-IP TAMPA OFFICE OWNER, LLC and Wellgistics, LLC and Wellgistics Health, Inc (f/k/a Danam Health, Inc.) | | | 10.13 | | Promissory Note dated August 22, 2023, made by Wood Sage, LLC in favor of Integral Health, Inc. | | | 10.14 | | Promissory Note dated January 12, 2024, made by Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) in favor of Strategic EP LLC | | | 10.15 | | Promissory Note effective September 14, 2023, made by TRxADE, Inc. in favor of Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) Promissory Note effective September 14, 2023, made by TRxADE, Inc. in favor of Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) | | | 10.16 | | Promissory Note dated September 13, 2023, made by Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) in favor of Nomad Capital LLC | | | 10.17 | | Loan and Security Agreement dated November 22, 2024, by and between Marco Capital, Inc. and Wellgistics, LLC | | | 10.18 | | Guaranty Agreement dated as of November 22, 2024, by Wellgistics Health, Inc. (formerly Danam Health, Inc.) in favor of Marco Capital, Inc. | | | 10.19 | | Roadie, Inc. Services Agreement dated July 12, 2023, by and between Roadie, Inc. and Alliance Pharma Solutions, LLC dba DelivMeds | | | 10.20 | | Integration and Delivery Services Agreement dated January 26, 2022, by and between Lyft Healthcare, Inc. and Alliance Pharma Solutions, LLC d/b/a DelivMeds | | | 10.21 | | Master Services Agreement dated November 20, 2023, by and between Best Computer Systems, Inc. d/b/a BestRx Pharmacy Software and DelivMeds | | | 10.22 | | 340B Contract Pharmacy Services Agreement dated April 1, 2021, by and between Community Specialty Pharmacy, LLC and AIDS Service Association of Pinellas, Inc. dba EPIC | | | 10.23 | | Participating Pharmacy Agreement dated February 6, 2023, by and between Medzoomer, Inc. and Community Specialty Pharmacy Inc. | | | 10.24 | | Standard Merchant Cash Advance Agreement dated October 1, 2024, by and between Cedar Advance LLC and Wellgistics LLC / Danam Health, Inc. | | | 21.1 | | List of Subsidiaries of Wellgistics Health, Inc. (incorporated by reference to Exhibit 21.1 of Wellgistics Health, Inc.s Registration Statement on Form S-1 filed with the SEC on January 14, 2025) | | | 23.1* | | Consent of Suri & Co. | | | 31.1* | | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | 31.2* | | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | 32.1* | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | 32.2* | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | * | | Furnished herewith. | | | ** | | As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. | | | | | Indicates a management contract or any compensatory plan, contract or arrangement. | | | ITEM 16. | FORM 10K SUMMARY | | None. | 89 | | | | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | WELLGISTICS HEALTH, INC. | | | | | | | Date: March 20, 2026 | | /s/ Prashant Patel | | | | By: | Prashant Patel, Principal Executive Officer) | | | | | | | | Date: March 20, 2026 | | /s/ Eric Sherb | | | | By: | Eric Sherb (Principal Financial and Accounting Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Prashant Patel | | Prashant Patel | | March 20, 2026 | | | Brian Norton | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Eric Sherb | | Interim Chief Financial Officer | | March 20, 2026 | | | Eric Sherb | | (Principal Financial Officer, Principal Accounting Officer) | | | | | | | | | | | | /s/ Suren Ajjarapu | | Director | | March 20, 2026 | | | Suren Ajjarapu | | | | | | | | | | | | | | /s/ Prashant Patel | | Director | | March 20, 2026 | | | Prashant Patel | | | | | | | | | | | | | | /s/ Gary Herman | | Director | | March 20, 2026 | | | Gary Herman | | | | | | | | | | | | | | /s/ Donald Fell | | Director | | March 20, 2026 | | | Donald Fell | | | | | | | 90 | |