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What changed in Wellgistics Health, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Wellgistics Health, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+295 added−200 removedSource: 10-K (2026-03-20) vs 10-K (2025-03-25)

Top changes in Wellgistics Health, Inc.'s 2025 10-K

295 paragraphs added · 200 removed · 158 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe 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.
Biggest changeWe 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.
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 was payable in immediately available funds to Zions Bank, a creditor of Wellgistics LLC, by wire transfer, and the remainder of which was initially 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 Company’s 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 Company’s 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 Company’s 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 LLC—a 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 medications—a wholly owned subsidiary of the Company (the “Wellgistics Acquisition”).
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 Company’s 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 Company’s 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 Company’s 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 LLC—a 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 medications—a wholly owned subsidiary of the Company (the “Wellgistics Acquisition”).
Wellgistics Pharmacy offers special compliance packaging including unit dose and blister packs to promote patient adherence. 6 ● Patient Financial Assistance : Wellgistics Pharmacy’s pharmacy team, in conjunction with its partners, assists patients by navigating their benefits and finds third-party financial assistance to address coverage deficiencies.
Wellgistics Pharmacy offers special compliance packaging including unit dose and blister packs to promote patient adherence. ● Patient Financial Assistance : Wellgistics Pharmacy’s pharmacy team, in conjunction with its partners, assists patients by navigating their benefits and finds third-party financial assistance to address coverage deficiencies.
This capability will enable us to onboard any of the independent pharmacies in the U.S. ● 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.
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.
Wellgistics Pharmacy also provides emergency pharmacy support services. ● Compliance and Persistency Programs : Wellgistics Pharmacy’s compliance and persistency programs support the needs of patients based on their therapy regimen. High-risk patients are proactively managed by Wellgistics Pharmacy’s pharmacy teams to ensure adherence to therapy programs.
Wellgistics Pharmacy also provides emergency pharmacy support services. 6 ● Compliance and Persistency Programs : Wellgistics Pharmacy’s compliance and persistency programs support the needs of patients based on their therapy regimen. High-risk patients are proactively managed by Wellgistics Pharmacy’s pharmacy teams to ensure adherence to therapy programs.
We anticipate 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 LLC’s wholesale operations, we intend to expand our wholesale activities by continuing to partner with existing, and establishing new, manufacturer relationships.
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 LLC’s wholesale operations, we intend to expand our wholesale activities by continuing to partner with existing, and establishing new, manufacturer relationships.
We anticipate that new partnerships with group purchasing organizations (“GPOs”) will be effective, as such partnerships increase the business division’s 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.
We anticipates that new partnerships with group purchasing organizations “GPOs” will be effective, as such partnerships increase the business division’s 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.
DelivMeds integrates with pharmacies’ PMS systems in conjunction with workflow processes to provide an interoperable solution, resolves prior authorizations 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.
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.
DelivMeds’ application will also auto-apply discount and manufacturer copay cards based on eligible commercial plans or cheaper cash options. ● 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.
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.
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. 11 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.
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.
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 organization’s requests by our data analytics team.
We also will deliver clinical updates in the form of reporting. These reports will be tailored to each organization’s requests by our data analytics team.
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.
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.
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.
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. 9 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.
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.
Removed
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.
Added
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.
Removed
We will leverage these relationships to gain greater visibility into future drug launches and to stay current on the latest advances in patient care. 10 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.
Added
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.
Added
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWellgistics Health’s business results will depend on Wellgistics Health’s ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health’s healthcare ecosystem. The key to Wellgistics Health’s success will be executing on Wellgistics Health’s win-win strategy for all stakeholders in the healthcare delivery model.
Biggest changeThese impacts could make it more difficult for us to operate efficiently and effectively and could have a negative effect on Wellgistics Health’s business, operating results and financial conditions. 22 Wellgistics Health’s business results will depend on Wellgistics Health’s ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health’s healthcare ecosystem.
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 Health’s 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 Health’s results of operations. ● Wellgistics Health will derive a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies and Wellgistics Health’s 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. ● Consolidation and strategic alliances in the healthcare industry could adversely affect Wellgistics Health’s 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 Health’s DelivMeds mobile application and the accompanying revenues to premium access/services. 14 ● Inflationary pressures could have a material impact on Wellgistics Health’s 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 Health’s customers, Wellgistics Health’s businesses and results of operations could be adversely impacted. ● Wellgistics Health may be unable to achieve Wellgistics Health’s environmental, social and governance goals. ● Wellgistics Health’s business results will depend on Wellgistics Health’s ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health’s healthcare ecosystem. ● Disruption in Wellgistics Health’s global supply chain could negatively impact Wellgistics Health’s businesses. ● Wellgistics Health’s business and operations will be subject to risks related to climate change. ● Wellgistics Health’s 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 Health’s 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 Health’s 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 Health’s relationships with Wellgistics Health’s primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships for Wellgistics Health’s wholesale and hub technology platform entities will be critical to Wellgistics Health’s 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 Health’s business strategy, which may have a material adverse impact on Wellgistics Health’s business and financial results. ● Wellgistics Health’s growth strategy is partially dependent upon Wellgistics Health’s 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 Health’s 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 Health’s operations and have different risks. ● The success of Wellgistics Health’s 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 Health’s 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 Health’s compliance burden and any failure to comply could harm Wellgistics Health. ● 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 Health’s operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt Wellgistics Health’s business operations. 15 ● Wellgistics Health and its subsidiaries have, and entities that Wellgistics Health may acquire could have, significant outstanding debt.
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 Health’s 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 Health’s results of operations. ● Wellgistics Health will derive a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies and Wellgistics Health’s 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 Health’s 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 Health’s DelivMeds mobile application and the accompanying revenues to premium access/services. ● Inflationary pressures could have a material impact on Wellgistics Health’s 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 Health’s customers, Wellgistics Health’s businesses and results of operations could be adversely impacted. ● Wellgistics Health may be unable to achieve Wellgistics Health’s environmental, social and governance goals. ● Wellgistics Health’s business results will depend on Wellgistics Health’s ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health’s healthcare ecosystem. ● Disruption in Wellgistics Health’s global supply chain could negatively impact Wellgistics Health’s businesses. ● Wellgistics Health’s business and operations will be subject to risks related to climate change. ● Wellgistics Health’s 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 Health’s 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 Health’s 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 Health’s relationships with Wellgistics Health’s primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships for Wellgistics Health’s wholesale and hub technology platform entities will be critical to Wellgistics Health’s 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 Health’s business strategy, which may have a material adverse impact on Wellgistics Health’s business and financial results. ● Wellgistics Health’s growth strategy is partially dependent upon Wellgistics Health’s 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 Health’s 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 Health’s operations and have different risks. ● The success of Wellgistics Health’s 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 Health’s 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 Health’s 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 Health’s operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt Wellgistics Health’s business operations. ● Wellgistics Health and its subsidiaries have, and entities that Wellgistics Health may acquire could have, significant outstanding debt.
Wellgistics Health’s 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 Health’s intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on Wellgistics Health’s ability to prevent others from commercially exploiting products similar to Wellgistics Health’s. ● 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 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’s 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 Health’s intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on Wellgistics Health’s ability to prevent others from commercially exploiting products similar to Wellgistics Health’s. ● 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.
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. 21 In order to be successful with executing on this service delivery, Wellgistics Health’s strategy must offer enhanced value services while also being convenient to the consumer.
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 Health’s strategy must offer enhanced value services while also being convenient to the consumer.
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 Health’s profitability. Wellgistics Health will be exposed to risks related to litigation and other legal proceedings. Wellgistics Health operates in a highly regulated and litigious environment.
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 Health’s 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 need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function. 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.
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.
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. 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).
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).
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. 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.
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.
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. Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on Wellgistics Health’s future performance.
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 Health’s future performance.
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 Health’s business operations and financial condition. 28 Wellgistics Health’s strategy to increase Wellgistics Health’s network of independent partner pharmacies also leverages GPOs.
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 Health’s business operations and financial condition. Wellgistics Health’s strategy to increase Wellgistics Health’s network of independent partner pharmacies also leverages GPOs.
If Wellgistics Health records an impairment loss, it could have a material adverse effect on Wellgistics Health’s results of operations for the year in which the impairment is recorded. Acquisitions Wellgistics Health pursues in its industry and related industries could result in operating difficulties, dilution to Wellgistics Health’s stockholders and other consequences harmful to Wellgistics Health’s business.
If Wellgistics Health records an impairment loss, it could have a material adverse effect on Wellgistics Health’s 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 Health’s stockholders and other consequences harmful to Wellgistics Health’s business.
Further threats from market competitors to offer additional products at promotional pricing could lead to lower pricing floors as well. Inflationary pressures could have a material impact on Wellgistics Health’s business and operations. Wellgistics Health will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending.
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 Health’s business and operations. Wellgistics Health will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending.
The pharmacy will be affiliated with Elevate as its Pharmacy Services Administration Organization to provide the relevant minor PBM contracts. The ability to retain all of these state board, federal, and PBM/payor contracts through the renewal process while expanding Wellgistics Health’s reach is critical to conducting business and generating revenues.
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 Health’s reach is critical to conducting business and generating revenues.
In addition, Wellgistics Health could have significant exposure if Wellgistics Health is found to have infringed another party’s intellectual property rights. 39 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 Health’s cost of doing business.
In addition, Wellgistics Health could have significant exposure if Wellgistics Health is found to have infringed another party’s 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 Health’s cost of doing business.
Wellgistics Health can however onboard them to the “soft network” which allows us to transfer the prescription via fax. Integrating third-party clinical features and services is vital to the success of Wellgistics Health’s business strategy as being an end-to-end solution for end users and Wellgistics Health’s clients.
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 Health’s business strategy as being an end-to-end solution for end users and Wellgistics Health’s clients.
Now that the Wellgistics Acquisition has closed, Wellgistics Health’s warehouse’s 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.
Now that the Wellgistics LLC Acquisition has closed, Wellgistics Health’s warehouse’s 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.
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 Health’s effective tax rate, tax payments, financial condition and results of operations. 40 Risks Related to Wellgistics Health’s 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.
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 Health’s effective tax rate, tax payments, financial condition and results of operations. 41 Risks Related to Wellgistics Health’s 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.
The IRA could have the effect of reducing the prices Wellgistics Health can charge and reimbursement Wellgistics Health receives for Wellgistics Health’s products, thereby reducing Wellgistics Health’s profitability. 38 Wellgistics Health expects the healthcare industry continue to change significantly in the future.
The IRA could have the effect of reducing the prices Wellgistics Health can charge and reimbursement Wellgistics Health receives for Wellgistics Health’s products, thereby reducing Wellgistics Health’s profitability. Wellgistics Health expects the healthcare industry continue to change significantly in the future.
In addition, Wellgistics Health’s reputation could suffer, and Wellgistics Health’s customers could lose confidence in certain payment types, which could result in higher costs and/or reduced sales and materially and adversely affect Wellgistics Health’s results of operations. 32 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.
In addition, Wellgistics Health’s reputation could suffer, and Wellgistics Health’s customers could lose confidence in certain payment types, which could result in higher costs and/or reduced sales and materially and adversely affect Wellgistics Health’s 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.
We expect that we will continue to maintain such a policy. 45 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 Health’s securities adversely, the price and trading volume of Wellgistics Health’s securities could decline.
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 Health’s securities adversely, the price and trading volume of Wellgistics Health’s securities could decline.
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 healthcare industry.
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.
In addition, Wellgistics Health’s competitors may design around Wellgistics Health’s issued patents, which may adversely affect Wellgistics Health’s business, prospects, financial condition and operating results. 42 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.
In addition, Wellgistics Health’s competitors may design around Wellgistics Health’s issued patents, which may adversely affect Wellgistics Health’s 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.
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. 47 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.
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.
At the regional level, Wellgistics Health has seen the emergence of companies like Cule, Alto, and many others outlined below looking to penetrate markets and gain access to lives by looking for additional points of differentiation.
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.
Wellgistics Health will not store credit card information on file for Wellgistics Health’s mobile technology to remain in payment card industry compliance, however, Wellgistics Health’s 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 Health’s business.
Wellgistics Health will not store credit card information on file for Wellgistics Health’s mobile technology to remain in PCI compliance, however, Wellgistics Health’s 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 Health’s business.
Wellgistics Health may be subject to damages if its current or former employees wrongfully use or disclose Wellgistics Health’s trade secrets. ● 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’s management team has limited experience managing a public company. 16 ● Wellgistics Health’s ability to be successful will depend upon the efforts of Wellgistics Health’s board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of Wellgistics Health’s business. ● Delaware State Law includes anti-takeover provisions. ● Claims for indemnification by Wellgistics Health’s directors and officers may reduce Wellgistics Health’s 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 Health’s securities adversely, the price and trading volume of Wellgistics Health’s securities could decline. ● There can be no assurance that Wellgistics Health common stock will be able to comply with the continued listing standards of the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). ● 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. ● An active market for Wellgistics Health’s securities may not develop, which would adversely affect the liquidity and price of Wellgistics Health’s 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.
Wellgistics Health may be subject to damages if its current or former employees wrongfully use or disclose Wellgistics Health’s 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 Health’s management team has limited experience managing a public company. ● Wellgistics Health’s ability to be successful will depend upon the efforts of Wellgistics Health’s board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of Wellgistics Health’s business. ● Delaware State Law includes anti-takeover provisions. ● Claims for indemnification by Wellgistics Health’s directors and officers may reduce Wellgistics Health’s 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 Health’s securities adversely, the price and trading volume of Wellgistics Health’s 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 Health’s securities may not develop, which would adversely affect the liquidity and price of Wellgistics Health’s 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.
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.
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.
Wellgistics Health’s level of debt could have significant consequences, which include, but are not limited to, the following: ● limiting Wellgistics Health’s ability to obtain additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes; 34 ● requiring a substantial portion of Wellgistics Health’s cash flows to be dedicated to debt service payments instead of other purposes; ● imposing financial and other restrictive covenants on Wellgistics Health’s operations, including minimum liquidity and free cash flow requirements and limitations on Wellgistics Health’s ability to (i) declare or pay dividends or repurchase shares of Wellgistics Health’s common stock; (ii) purchase assets, make investments, complete acquisitions, consolidate or merge with or into, or sell all or substantially all of Wellgistics Health’s 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 Health’s ability to withstand competitive pressures or take advantage of new opportunities to grow Wellgistics Health’s business.
Wellgistics Health’s level of debt could have significant consequences, which include, but are not limited to, the following: ● limiting Wellgistics Health’s ability to obtain additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes; ● requiring a substantial portion of Wellgistics Health’s cash flows to be dedicated to debt service payments instead of other purposes; ● imposing financial and other restrictive covenants on Wellgistics Health’s operations, including minimum liquidity and free cash flow requirements and limitations on Wellgistics Health’s ability to (i) declare or pay dividends or repurchase shares of Wellgistics Health’s Common Stock; (ii) purchase assets, make investments, complete acquisitions, consolidate or merge with or into, or sell all or substantially all of Wellgistics Health’s 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 Health’s ability to withstand competitive pressures or take advantage of new opportunities to grow Wellgistics Health’s business. 35 Wellgistics Health’s ability to meet its debt service obligations, comply with Wellgistics Health’s debt covenants and deleverage depends on its cash flows and financial performance, which are affected by financial, business, economic and other factors.
A significant element of Wellgistics Health’s 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 Health’s existing operations.
Wellgistics Health’s growth strategy is partially dependent upon Wellgistics Health’s ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships and alliances. A significant element of Wellgistics Health’s 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 Health’s existing operations.
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 Inflation Reduction Act of 2022 (the “IRA”) took effect in 2023.
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.
Wellgistics Health’s 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. 24 Wellgistics Health’s pharmacy division has the equivalent of 32 state board of pharmacy licenses along with the District of Columbia.
Wellgistics Health’s 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.
The protection of customer, employee and company data will be critical to Wellgistics Health’s 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 Health’s customer relationships, reputation and brand, and result in lost sales, fines or lawsuits.
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 Health’s customer relationships, reputation and brand, and result in lost sales, fines or lawsuits.
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.
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.
Goodwill and intangible assets, net, accounted for approximately 64% of the total assets on its consolidated balance sheet as of December 31, 2024.
Goodwill and intangible assets, net, accounted for approximately 80% of the total assets on its consolidated balance sheet as of December 31, 2025.
If any of Wellgistics Health’s 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 Health’s ability to perform critical functions, which could materially and adversely affect Wellgistics Health’s businesses and results of operations.
If any of Wellgistics Health’s 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 Health’s ability to perform critical functions, which could materially and adversely affect Wellgistics Health’s businesses and results of operations. 31 In addition, Wellgistics Health expects to make substantial investments in Wellgistics Health’s information technology systems and infrastructure, some of which are significant.
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.
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 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.
Wellgistics Health’s 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.
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; 44 ● 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.
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.
As of December 31, 2024, the outstanding debt and credit obligations of Wellgistics Health and its subsidiaries was $33.3 million.
As of December 31, 2025, the outstanding debt and credit obligations of Wellgistics Health and its subsidiaries was $23.3 million.
The trading market for Wellgistics Health’s securities is 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 may never publish research on Wellgistics Health.
The trading market for Wellgistics Health’s 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 a vendor chooses to discontinue or is unable to support a licensed technology, Wellgistics Health may not be able to modify or adapt Wellgistics Health’s 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 Health’s business operations and results of operations.
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 Health’s 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 Health’s business operations and results of operations. 27 Risks Relating to Wellgistics Health’s Business Strategy Wellgistics Health may not be successful in executing elements of Wellgistics Health’s business strategy, which may have a material adverse impact on Wellgistics Health’s business and financial results.
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. 43 Wellgistics Health’s management and other personnel currently and will continue to need to devote a substantial amount of time to these public company requirements.
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.
To a greater extent, Wellgistics Health’s PMS system partners will be used by various network pharmacies and may impact Wellgistics Health’s ability to electronically transmit information. 30 Wellgistics Health’s 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 Health’s disaster recovery planning cannot account for all eventualities.
Wellgistics Health’s 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 Health’s disaster recovery planning cannot account for all eventualities.
Wellgistics Health’s 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 Health’s long-term best interests, including restrictions on Wellgistics Health’s 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. 35 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.
Wellgistics Health’s 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 Health’s long-term best interests, including restrictions on Wellgistics Health’s 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.
Risks Related to Regulatory and Legal Considerations Wellgistics Health’s 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.
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.
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. 37 In addition, our partners’ health care facilities and professionals are subject to professional and private licensing, certification and accreditation requirements.
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.
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 Health’s reputation, business operations, financial position and results of operations. 31 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 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 Health’s reputation, business operations, financial position and results of operations.
Wellgistics Health will also provide a significant amount of direct and indirect services for the benefit of Wellgistics Health’s pharmaceutical manufacturer customers and Wellgistics Health’s patients to gain access to these products, and Wellgistics Health’s failure to provide services at optimal quality could result in losing access to existing and future drugs.
The failure to monetize these relationships and supply Wellgistics Health’s independent network of pharmacies with prescriptions could adversely impact Wellgistics Health’s profitability and Wellgistics Health’s prospects. 26 Wellgistics Health will also provide a significant amount of direct and indirect services for the benefit of Wellgistics Health’s pharmaceutical manufacturer customers and Wellgistics Health’s patients to gain access to these products, and Wellgistics Health’s failure to provide services at optimal quality could result in losing access to existing and future drugs.
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.
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 Health’s business is subject to substantial government regulation.
Any failure to fully offset any such increased prices and costs or to modify Wellgistics Health’s activities to mitigate the impact could have a material adverse effect on Wellgistics Health’s results of operations.
Any failure to fully offset any such increased prices and costs or to modify Wellgistics Health’s activities to mitigate the impact could have a material adverse effect on Wellgistics Health’s results of operations. Also, any future changes in drug prices could be significantly different than Wellgistics Health’s expectations.
Our directors and officers, including Brian Norton, Chief Executive Officer, and Vishnu Balu, Chief Financial Officer, 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.
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.
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 Health’s reputation and brand, and have a material adverse effect on Wellgistics Health’s business operations, financial condition and results of operations.
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 Health’s reputation and brand, and have a material adverse effect on Wellgistics Health’s 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’s inability to obtain or renew these licenses or find suitable alternatives could delay development of new products or prevent us from selling Wellgistics Health’s existing products until suitable substitute technology can be identified, licensed, integrated, or developed by us.
Wellgistics Health’s inability to obtain or renew these licenses or find suitable alternatives could delay development of new products or prevent us from selling Wellgistics Health’s 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.
Also, any future changes in drug prices could be significantly different than Wellgistics Health’s expectations. 19 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.
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.
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. 18 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 Health’s participation in such preferred networks declines in future years, Wellgistics Health’s results of operations could be materially and adversely affected.
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 Health’s participation in such preferred networks declines in future years, Wellgistics Health’s results of operations could be materially and adversely affected.
These factors together with the impact of the competitive marketplace or other significant differentiating factors between us and Wellgistics Health’s competitors may make it difficult to gain market access and penetration all of which could materially and adversely impact Wellgistics Health’s business operations, financial condition and results of operations.
These factors together with the impact of the competitive marketplace or other significant differentiating factors between us and Wellgistics Health’s competitors may make it difficult to gain market access and penetration all of which could materially and adversely impact Wellgistics Health’s business operations, financial condition and results of operations. 21 If Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Health’s customers, Wellgistics Health’s businesses and results of operations could be adversely impacted.
This may make comparison of Wellgistics Health’s 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. 48 Additionally, Wellgistics Health qualifies as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
This may make comparison of Wellgistics Health’s 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.
Wellgistics Health cannot assure you as to when Wellgistics Health would be able to do so, if at all. 26 Most of Wellgistics Health’s third-party licenses will be non-exclusive. Wellgistics Health’s 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.
Most of Wellgistics Health’s third-party licenses will be non-exclusive. Wellgistics Health’s 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.
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’s 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.
Failure to meet Wellgistics Health’s debt service obligations or comply with Wellgistics Health’s debt covenants could result in an event of default under the applicable indebtedness.
The rate at which Wellgistics Health will be able to or choose to deleverage is uncertain. Failure to meet Wellgistics Health’s debt service obligations or comply with Wellgistics Health’s debt covenants could result in an event of default under the applicable indebtedness.
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.
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 Health’s 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.
For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale.
For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s 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.
The price of Wellgistics Health’s 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 Health’s securities may never develop or, if developed, it may not be sustained.
An active market for Wellgistics Health’s securities may not develop, which would adversely affect the liquidity and price of Wellgistics Health’s securities. The price of Wellgistics Health’s securities may vary significantly due to factors specific to Wellgistics Health as well as to general market or economic conditions.
Wellgistics Health is seeing a complete paradigm shift, as consumer sentiment and behavior has moved towards mobile application use. The COVID-19 pandemic was an accelerant, and Wellgistics Health expects this pace of increase exponentially.
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.
The failure to realize the benefits of any strategic initiatives or successfully structure Wellgistics Health’s business to meet market conditions could have a material adverse effect on Wellgistics Health’s business, financial condition, cash flows, or results of operations. 27 Wellgistics Health’s growth strategy is partially dependent upon Wellgistics Health’s ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships and alliances.
The failure to realize the benefits of any strategic initiatives or successfully structure Wellgistics Health’s business to meet market conditions could have a material adverse effect on Wellgistics Health’s business, financial condition, cash flows, or results of operations.
Failure to adequately protect Wellgistics Health’s intellectual property rights could result in Wellgistics Health’s competitors offering similar products, potentially resulting in the loss of some of Wellgistics Health’s competitive advantage and a decrease in its revenue, which would adversely affect Wellgistics Health’s business, operating results, financial condition and prospects. 41 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.
Failure to adequately protect Wellgistics Health’s intellectual property rights could result in Wellgistics Health’s competitors offering similar products, potentially resulting in the loss of some of Wellgistics Health’s competitive advantage and a decrease in its revenue, which would adversely affect Wellgistics Health’s business, operating results, financial condition and prospects.
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. 29 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 Health’s operations and have different risks.
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.
Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may increase Wellgistics Health’s costs associated with compliance and merchandise.
Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may increase Wellgistics Health’s costs associated with compliance and merchandise. These events and their impacts could otherwise disrupt and adversely affect Wellgistics Health’s operations and could materially adversely affect Wellgistics Health’s financial performance.
Health Information Privacy and Security Standards The privacy and data security regulations under HIPAA, as amended, contain detailed requirements concerning (1) the use and disclosure of individually identifiable patient health information (“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.
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.
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 Health’s results of operations.
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 Health’s results of operations.
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 Health’s partners or the entities in which Wellgistics Health will be invested, becoming involved in disputes, or competing with those persons.
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 Health’s 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 Health’s 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.
Accordingly, Wellgistics Health believes that quarter- to-quarter comparisons of Wellgistics Health’s 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 Health’s future performance. 33 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 Health’s results of operations.
Accordingly, Wellgistics Health believes that quarter- to-quarter comparisons of Wellgistics Health’s 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 Health’s future performance.
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.
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.
Holders of Wellgistics Health’s securities may be unable to sell their securities unless a market can be established and sustained. The market price of Wellgistics Health common stock may decline as a result of various market factors. Fluctuations in the price of Wellgistics Health’s securities could contribute to the loss of all or part of your investment.
Furthermore, an active trading market for Wellgistics Health’s securities may never develop or, if developed, it may not be sustained. Holders of Wellgistics Health’s 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.
Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or Wellgistics Health’s gross margin.
Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or Wellgistics Health’s gross margin. All of these inflationary risk factors could materially and adversely impact Wellgistics Health’s business operations, financial condition and results of operations.
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. 36 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.
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.
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.
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.
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 Health’s business, profitability and results of operations. 25 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.
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 Health’s business, profitability and results of operations.
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 Health’s growth strategies, financial condition and results of operations.
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 Health’s 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 Health’s 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.
Through leveraging Wellgistics Health’s portfolio of subsidiaries, Wellgistics Health’s 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.
The key to Wellgistics Health’s success will be executing on Wellgistics Health’s win-win strategy for all stakeholders in the healthcare delivery model. Through leveraging Wellgistics Health’s portfolio of subsidiaries, Wellgistics Health’s leadership will need to deliver on a value proposition to patients, pharmacies, providers, payors/ PBMs, and pharmaceutical manufacturers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 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.
Biggest changeITEM 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 no t 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, 2024, 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.
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 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS In the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Biggest changeITEM 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.
Removed
We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows, except as otherwise set forth below.
Added
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.
Removed
However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Added
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.
Removed
As of the date of this Annual Report, we are not the subject of any legal proceedings that are expected, individually or in the aggregate, to have a material adverse impact on our financial position or results of operations.
Added
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”).
Added
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.
Added
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.
Added
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.
Added
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.
Added
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 Company’s consolidated balance sheet in the aggregate amount of approximately $17,500,000.
Added
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.
Added
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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThere 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. 50 Recent Sales of Unregistered Securities Set forth below is information regarding securities that we issued since January 1, 2022 that were not registered under the Securities Act.
Biggest changeThere 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.
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.
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.
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 20, 2025, we had 51,944,397 shares of common stock outstanding, held by 29 stockholders of record, not including holders who hold their shares in street name.
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.
Removed
Also included is the consideration received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
Added
Amended and Restated 2023 Equity Incentive Plan (the “Plan”) to the following individuals: ● 600,000 shares to the Company’s 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 Company’s 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 Company’s 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.
Removed
On June 16, 2024, we issued 652,353 shares of our Common Stock (after giving effect to the stock splits effected by the Company on October 30, 2024, and December 5, 2024) to Nikul Panchal in connection with our acquisition of Wood Sage.
Added
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.
Removed
On November 4, 2024, we issued 3,999,335 shares of our Common Stock to Strategix Global LLC, Nomad Capital, LLC, Jouska Holdings LLC, and Brian Norton in connection with the Wellgistics Acquisition.
Added
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.
Removed
In each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing relationships.
Added
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.
Removed
We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the shares.
Added
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.
Removed
In each case, the offerees were provided with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent. In addition, sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited investors as defined in Rule 501 of the Securities Act.
Added
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.
Removed
The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transactions. Company Purchases of Equity Securities None.
Added
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.
Added
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.
Added
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 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNet cash used in operating activities in 2023 was primarily a result of our net loss of $2,895,684 partially offset by changes in operating assets and liabilities of $2,546,548. 58 Cash from investing activities Net cash provided by investing activities for the year ended December 31, 2024, was $469,072, primarily due to cash acquired in the Wood Sage Acquisition and Wellgistics Acquisition, partially offset by $377,288 in payments made for intangible assets under development and $85,008 for a lease security deposit.
Biggest changeNet 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.
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 Acquisition and the Wellgistics, LLC Acquisition. 51 Overview Incorporated in 2022, Wellgistics Health is a holding company for operating companies centered around pharmaceuticals and healthcare services.
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.
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. Prior to closing the Wood Sage Acquisition, Wellgistics Health did not generate revenues.
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.
Sales and Marketing Expense Sales and marketing expenses will 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.
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.
General and administrative expenses will 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.
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.
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. 59 Wellgistics LLC. The Company recognizes revenue when goods are delivered to the customer.
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.
We will fund our operations primarily through operating cash flows, 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.
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.
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 Annual Report.
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.
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.
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.
For example, increases in prescription drug costs could impact consumers ability to afford initial or on-going therapy. Wellgistics Health’s focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing costs.
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 Health’s focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing costs.
ITEM 7. MANAGEMENT’S 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. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
ITEM 7. MANAGEMENT’S 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.
The promissory note was part of the consideration to the seller in connection with its acquisition of American Pharmaceutical Ingredients, LLC (an existing subsidiary of Wellgistics LLC). The promissory note bears interest at a rate of 2% per annum and will mature on April 1, 2025.
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.
The outstanding balance on the line of credit as of December 31, 2024 was $5,531,260, which is included as a current liability on the consolidated balance sheet. The Company assumed the initial revolving line of credit as part of the Wellgistics acquisition. In May 2022, Wellgistics, LLC entered into a promissory note agreement in the amount of $1.2 million.
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.
In the future, general and administrative expenses will 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 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.
As a result of this strategic business shift Wellgistics Pharmacy’s leadership team chose to voluntarily forfeit Wellgistics Pharmacy’s specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty 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 Pharmacy’s leadership team chose to voluntarily forfeit Wellgistics Pharmacy’s specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty pharmacy.
All of these inflationary risk factors could materially and adversely impact Wellgistics Health’s business operations, financial condition and results of operations. 54 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 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.
On August 22, 2023, Wood Sage entered into a non-interest bearing promissory note (“Note”) with Integral 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 CSP MIPA and APS MIPA.
(“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.
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 Annual Report.
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.
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.
Following Wellgistics Health’s 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.
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 Research and Development Expense Our research and development expenses will consist primarily of internal and external expenses incurred in connection with our research activities and development programs.
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.
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.
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.
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.
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.
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.
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.
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.
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 may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or Wellgistics Health’s gross margin.
Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or Wellgistics Health’s gross margin. All of these inflationary risk factors could materially and adversely impact Wellgistics Health’s business operations, financial condition and results of operations.
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. 53 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.
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.
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.
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.
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.
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.
Debt In September 2023, the Company entered into two short-term note agreements for aggregate proceeds of $350,000. One note for $100,000 bears interest at 8% per annum and the Company will issue 35,000 shares of common stock upon a SPAC or merger.
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.
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 Health’s integrated healthcare ecosystem. 52 Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC ) Wellgistics Pharmacy was founded in 2011 as a retail community specialty pharmacy.
DelivMeds now serves as the middleware technology arm to Wellgistics Health’s 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.
The new line of credit has interest annual rate equal to the Term SOFR plus 11.5%, calculated and prorated daily on the daily balance. The new line of credit is collateralized by accounts receivable and inventory balances. Interest related to the line of credit amounted to $159,740 for the year ended December 31, 2024.
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.
Interest expense in 2024 was incurred on Wellgistics Health’s outstanding notes and merchant cash advance agreement. 56 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.
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.
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.
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 Pharmacy’s business to a mail order pharmacy.
Pursuant to the amended agreement, Wellgistics Health agreed to pay Wellgistics LLC a promissory note in the aggregate principal amount of $15,000,000 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 registration statement becomes effective.
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.
Cash Flow The following table summarizes our cash flows from operating, investing, and financing activities : Year Ended December 31, 2024 2023 Net cash used in operating activities $ (511,918 ) $ (349,136 ) Net cash provided by investing activities $ 469,072 $ - Net cash provided by financing activities $ 1,069,818 $ 350,500 Net change in cash and cash equivalents $ 1,026,972 $ 1,364 Cash from operating activities Net cash used in operating activities for the year ended December 31, 2024 was $511,918, primarily due to our net loss of $6,856,226, partially offset by non-cash expense of $2,289,148, and $4,055,160 in cash used in operating assets and liabilities.
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 Company’s 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.
Cash from financing activities Net cash provided by financing activities for the year ended December 31, 2024, was $1,069,818, primarily due to proceeds received from merchant cash advances and a new revolving line of credit totaling $2,070,980, partially offset by offering costs and repayment of note payable totaled $1,011,162.
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.
As of December 31, 2024, the calculated interest was $425,000. As of December 31, 2024, $5,000,000 was included as a current liability on the consolidated balance sheet and the remaining $10,000,000 was classified as long-term. 57 On October 11, 2024, the Company entered a merchant cash advance agreement with a third-party lender.
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.
Interest expense related to the promissory note was immaterial for the year ended December 31, 2024. As of December 31, 2024 the amount outstanding is $137,141, which is included as a current liability on the consolidated balance sheet. The Company assumed this debt as part of the Wellgistics acquisition.
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.
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.
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.
This included amortization of $1,047,048, which relates to intangible assets identified from acquisitions of Wood Sage and Wellgistics, LLC. Depreciation expense of $67,616 relates to fixed assets acquired from the Wellgistics acquisition. Interest Expense Interest expense was $831,467 and $15,081 for the years ended December 31, 2024 and 2023, respectively.
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.
As of December 31, 2024, $1,314,500 remained outstanding, of which $1,259,415 was included as a current liability on the consolidated balance sheet and the remaining $55,085 was classified as long-term. In November 2024, Wellgistics, LLC entered into a new credit agreement with for a line of credit of $10,000,000 replacing the former line of credit.
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.
Net cash provided by financing activities in 2023 consists of $350,000 in proceeds from a note payable and $500 in proceeds from founder common stock. 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.
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.
The increase was primarily due to the acquisition of Wellgistics LLC in 2024. General and administrative expenses include personnel costs, and professional fees including audit, tax and legal. Depreciation and amortization Depreciation and amortization was $1,114,664 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023.
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.
No later than 30 days after a change in control to Wood Sage, the aggregate unpaid principal balance of the Note will be due and payable by Wood Sage. As of the date of these financial statements, the note is still outstanding and the parties mutually agreed for an extension.
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 Company’s 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.
Removed
During this time period, the pharmacy initiated its pursuit of additional pharmacy state licenses to convert Wellgistics Pharmacy’s 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.
Added
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.
Removed
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.
Added
We closed the Wood Sage Acquisition in June 2024 and closed the Wellgistics Acquisition in August 2024.
Removed
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.
Added
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.
Removed
These expenses will include, but are not limited to, software development, integrations with pharmacy management systems, development supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation, (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs will be expensed as incurred.
Added
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.
Removed
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.
Added
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.
Removed
On October 17, 2022, Wood Sage entered into the MSA, to cover the costs of ongoing software development and all other operational-related costs to ensure that the development and operations would continue seamlessly without interruption or delays.
Added
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.
Removed
Following Wellgistics Health’s 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.
Added
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 Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to June 8, 2026.
Removed
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. 55 Results of Operations For Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Nine Months Ended September 30, 2024 2023 (Unaudited Actual) Net sales $ 18,128,831 $ - Cost of sales $ 16,361,517 $ - Gross profit $ 1,767,314 $ - Total operating expenses $ 7,912,446 $ 2,880,603 Loss from operations $ (6,145,132 ) $ (2,880,603 ) Total other income (expense) $ (711,094 ) $ - Net loss $ (6,856,226 ) $ (2,895,684 ) Revenues and Cost of Revenues Net sales were $18,128,831 for the year ended December 31, 2024, consisting of revenues derived from Wellgistics Pharmacy operations after the closings of the Wood Sage Acquisition on June 16, 2024, and the Wellgistics Acquisition on August 30, 2024.
Added
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.
Removed
Cost of revenues for the same period was $16,361,517. The Company did not earn revenue for the year ended December 31, 2023. General and Administrative Expense General and administrative expenses were $6,797,782 for the year ended December 31, 2024, compared to $2,880,603 for the year ended December 31, 2023.
Added
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.
Removed
The other note for $250,000 is non-interest bearing and the Company will issue 5,000 shares of common stock upon a SPAC or merger. In May 2024, Scienture, a related party, repaid the $250,000 note on behalf of the Company, and the note is no longer outstanding.
Added
A delisting of the Company’s common stock could significantly reduce the liquidity of the Company’s shares, limit its ability to raise capital through equity offerings, and have a material adverse effect on the Company’s business, financial condition, and results of operations.
Removed
In January 2024, the Company entered into a short-term note agreement for proceeds of $250,000. The note bears interest at 2% per annum and matures on May 18, 2024. As of the date of these consolidated financial statements, the note was fully repaid and is no longer outstanding.
Added
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.
Removed
On January 20, 2023, Wood Sage, Wellgistics Pharmacy—operating under the name Community Specialty Pharmacy, LLC—and Scienture, entered into a Membership Interest Purchase Agreement (the “CSP MIPA”), pursuant to which Scienture sold and Wood Sage acquired Wellgistics Pharmacy.
Added
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.
Removed
That same date, Wood Sage, DelivMeds—operating under the name Alliance Pharma Solutions, LLC—and Scienture entered into a Membership Interest Purchase Agreement (the “APS MIPA”), pursuant to which Scienture sold and Wood Sage acquired one hundred percent (100%) of the membership interest it owned in DelivMeds.
Added
The increase in revenues was primarily driven by the inclusion of Wellgistics Pharmacy and Wellgistics Tech & Hub operations following the Company’s acquisitions of Wood Sage LLC on June 16, 2024 and Wellgistics LLC on August 30, 2024.
Removed
On August 23, 2024, Wellgistics Health and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA.
Added
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.
Removed
This advance is secured by expected future sales transactions of the Company with expected payments on weekly basis. The Company received total proceeds of $1,500,000 against future receivables of $2,236,500. During the year ended December 31, 2024, the Company made total cash repayments of $402,570, including principal repayments of $185,500 and interest expense of $217,070.
Added
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 Company’s ability to procure inventory efficiently.
Added
Additionally, the Company’s 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.
Added
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.
Added
This was driven by liquidity constraints that restricted the Company’s 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.
Added
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 Company’s purchasing capacity and led to delayed product shipments.
Added
Management expects gross margin to improve as liquidity stabilizes and inventory purchasing normalizes in the upcoming years.
Added
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.

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