TAMPA, FL / ACCESS Newswire / September 30, 2025 / Wellgistics Health, Inc. ("Wellgistics Health" or the "Company") (NASDAQ:WGRX), a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment, today announced a strategic collaboration with TheracosBio, the manufacturer of Brenzavvy® (bexagliflozin), to make diabetes medications more affordable and accessible across the U.S. healthcare system. The joint effort leverages Wellgistics Health's "maker-to-t ...

Core Viewpoint - Wellgistics Health, Inc. has announced a public offering of shares and associated warrants, indicating a strategic move to raise capital for its operations in pharmaceutical distribution and digital services [1] Company Summary - Wellgistics Health, Inc. is a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment [1] - The company is offering 7,142,862 shares of common stock at a public offering price of $0.70 per share [1] - Along with the shares, the company is also offering warrants to purchase an equal number of shares at the same price of $0.70 per share [1] - The warrants will be exercisable upon issuance and will expire five years thereafter [1] Industry Summary - The announcement reflects ongoing trends in the pharmaceutical distribution industry, particularly the integration of digital solutions and AI technologies [1] - The capital raised through this offering may be utilized to enhance the company's technological capabilities and expand its market presence [1]

Core Insights - Wellgistics Health, Inc. has launched a new capital access program in partnership with RxERP Financial, aimed at enhancing cash flow and supply chain resilience for pharmacies and wholesalers [1] Group 1: Program Details - The program offers financial support of up to $350,000 per pharmacy and $1 million per wholesaler or manufacturer [1] - The funding is facilitated through trusted third-party financing partners [1] Group 2: Company Overview - Wellgistics Health, Inc. is recognized as a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment [1]

[FORM 8-K General Information](index=1&type=section&id=FORM%208-K%20General%20Information) This section provides essential identification details for WELLGISTICS HEALTH, INC. and its registered securities [Registrant Information](index=1&type=section&id=Registrant%20Information) This section identifies WELLGISTICS HEALTH, INC. as the registrant, detailing its state of incorporation, principal executive offices, and contact number, and confirms its emerging growth company status - Registrant Name: **WELLGISTICS HEALTH, INC.**[2](index=2&type=chunk) - State of Incorporation: **Delaware**[2](index=2&type=chunk) - Principal Executive Offices: **3000 Bayport Drive, Suite 950, Tampa, FL 33607**[2](index=2&type=chunk) - Registrant's Telephone Number: **(844) 203-6092**[2](index=2&type=chunk) - Emerging Growth Company Status: **Yes** (☒)[4](index=4&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This part specifies the securities registered under Section 12(b) of the Act, identifying the class of stock, its trading symbol, and the exchange of registration Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $0.0001 per share | WGRX | The Nasdaq Stock Market LLC | [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item incorporates the company's financial results by reference, clarifying their legal status under securities regulations [Summary of Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition%20Summary) This item incorporates by reference financial results disclosed under Item 7.01, clarifying that the furnished information is not considered 'filed' for Section 18 purposes nor incorporated by reference into other filings unless expressly stated - Information from Item 7.01 is **incorporated by reference** into this Item 2.02[5](index=5&type=chunk) - The furnished information, including the referenced exhibit, is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[6](index=6&type=chunk) - The information shall **not be deemed incorporated by reference** in any filing under the Securities Act of 1933, except as expressly set forth[6](index=6&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) This section details the public disclosure of WELLGISTICS HEALTH, INC.'s financial results for the second fiscal quarter [Summary of Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure%20Summary) WELLGISTICS HEALTH, INC. announced its financial results for the second fiscal quarter ended June 30, 2025, via a press release issued on August 20, 2025, which is filed as Exhibit 99.1 but not considered 'filed' for Section 18 liabilities - A press release announcing financial results for the **second fiscal quarter ended June 30, 2025**, was issued on **August 20, 2025**[7](index=7&type=chunk) - The press release is filed as **Exhibit 99.1** and incorporated by reference[7](index=7&type=chunk) - The press release (Exhibit 99.1) is **not deemed 'filed'** for Section 18 purposes of the Securities Exchange Act of 1934[8](index=8&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This item lists the official exhibits accompanying the Form 8-K filing, including the financial results press release [Summary of Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits%20Summary) This section lists the exhibits included with the Form 8-K filing, specifically Exhibit 99.1, the press release detailing financial results, and Exhibit 104, the Cover Page Interactive Data File Exhibits Included | Exhibit Number | Description | | :--- | :--- | | 99.1 | Press Release by Wellgistics Health, Inc., dated August 20, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=SIGNATURES) This section formally attests to the authenticity and authorization of the Form 8-K filing by the company's Chief Financial Officer [Summary of Signatures](index=3&type=section&id=SIGNATURES%20Summary) This section confirms the official signing of the Form 8-K report by an authorized officer of Wellgistics Health, Inc., ensuring compliance with Securities Exchange Act of 1934 requirements - The report was signed on behalf of **Wellgistics Health, Inc.** by **Mark DiSiena, Chief Financial Officer**[13](index=13&type=chunk)[14](index=14&type=chunk) - The report is dated **August 22, 2025**[14](index=14&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Wellgistics Health, Inc. for the periods ended June 30, 2025, and December 31, 2024 (for balance sheets) or June 30, 2024 (for income statements and cash flows), including balance sheets, statements of operations, stockholders' equity, cash flows, and detailed notes explaining significant accounting policies, liquidity, debt, equity, and related party transactions [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and equity at specific reporting dates Condensed Consolidated Balance Sheets (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | **Total Assets** | $54,225,015 | $57,332,650 | | Current assets | $13,509,643 | $15,168,668 | | Goodwill | $16,219,929 | $16,219,929 | | Other intangible assets, net | $19,219,880 | $20,746,009 | | **Total Liabilities** | $53,319,760 | $50,598,204 | | Current liabilities | $42,403,542 | $38,046,747 | | **Total Stockholders' Equity** | $905,255 | $6,734,446 | - **Total assets decreased by approximately $3.1 million** from December 31, 2024, to June 30, 2025, **primarily due to** a decrease in current assets and other intangible assets[9](index=9&type=chunk) - **Total liabilities increased by approximately $2.7 million**, **driven by** an increase in current liabilities[9](index=9&type=chunk) - **Total stockholders' equity significantly decreased** from **$6,734,446** to **$905,255**, largely due to an accumulated deficit[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance, including revenues, expenses, and net income or loss over specific periods Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Net revenues | $7,790,865 | $44,540 | | Cost of revenues | $7,285,113 | $47,148 | | Gross profit (loss) | $505,752 | $(2,608) | | Total operating expenses | $6,006,128 | $570,408 | | Loss from operations | $(5,500,376) | $(573,016) | | Net loss | $(6,672,464) | $(574,325) | | Net loss per common share | $(0.11) | $(0.01) | Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Net revenues | $18,654,308 | $44,540 | | Cost of revenues | $17,455,915 | $47,148 | | Gross profit (loss) | $1,198,393 | $(2,608) | | Total operating expenses | $38,047,137 | $650,172 | | Loss from operations | $(36,848,744) | $(652,780) | | Net loss | $(39,103,367) | $(657,447) | | Net loss per common share | $(0.69) | $(0.01) | - **Net revenues** for the three months ended June 30, 2025, **increased significantly** to **$7,790,865** from **$44,540** in the prior year, **primarily due to** acquisitions[11](index=11&type=chunk) - The Company reported a **substantial net loss of $6,672,464** for the three months ended June 30, 2025, compared to **$574,325** in the prior year, **driven by** increased operating expenses[11](index=11&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This section details changes in the company's equity, including stock issuances, net income/loss, and other comprehensive income Changes in Stockholders' Equity (Six Months Ended June 30, 2025) | Item | Amount | | :------------------------------------------ | :------------- | | Balance at December 31, 2024 | $6,734,446 | | Common stock issued pursuant to public offering | $4,000,000 | | Common stock issued pursuant to consulting agreements | $543,520 | | Vested restricted stock granted to consultants | $2,875,560 | | Vested restricted stock granted to directors | $24,278,758 | | Vested restricted stock granted to employees | $75,583 | | Offering costs | $(1,598,196) | | Net loss | $(32,430,903) | | Common stock issued pursuant to equity purchase agreement | $1,149,417 | | Issuance of commitment shares under equity purchase agreement | $594,320 | | Common stock issued in partial settlement of seller's note | $1,500,000 | | Vested restricted stock granted to employees | $354,563 | | Offering costs | $(499,349) | | Net loss | $(6,672,464) | | Balance at June 30, 2025 | $905,255 | - The Company's **total stockholders' equity decreased significantly** from **$6,734,446** at December 31, 2024, to **$905,255** at June 30, 2025, **primarily due to** a **net loss of $39,103,367**[12](index=12&type=chunk) - **Key increases in equity** came from a public offering (**$4.0 million**) and various stock issuances for consulting, directors, and employees, **totaling over $30 million** in additional paid-in capital[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Activity | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | Net cash (used in) provided by operating activities | $(3,426,447) | $361,193 | | Net cash used in investing activities | $(405,059) | $(17,545) | | Net cash provided by (used in) financing activities | $3,223,112 | $(278,037) | | Net change in cash and cash equivalents | $(608,394) | $65,611 | | Cash and cash equivalents at end of period | $419,942 | $66,975 | - **Net cash used in operating activities was $3,426,447** for the six months ended June 30, 2025, a **significant change** from net cash provided of **$361,193** in the prior year[14](index=14&type=chunk) - **Net cash provided by financing activities was $3,223,112** in 2025, **primarily from** the IPO and equity purchase agreements, **offsetting cash used** in operating and investing activities[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=Note%201.%20ORGANIZATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note describes the company's business, recent IPO, and key accounting policies applied in preparing the financial statements - Wellgistics Health, Inc. was incorporated in November 2022 and operates as a holding company for healthcare technology and pharmaceutical services subsidiaries, including Wood Sage LLC, Wellgistics Tech & Hub, LLC (DelivMeds), Wellgistics Pharmacy, LLC, and Wellgistics LLC[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) - The Company completed its Initial Public Offering (IPO) on February 24, 2025, issuing **888,889 shares** at **$4.50 per share**, generating gross proceeds of approximately **$4 million** and net proceeds of **$3.1 million**[20](index=20&type=chunk)[22](index=22&type=chunk) Its common stock commenced trading on Nasdaq under 'WGRX' on February 21, 2025 - The Company operates as a single operating and reportable segment, with the CEO reviewing consolidated results to allocate resources and assess performance[29](index=29&type=chunk) - For the six months ended June 30, 2025, one customer accounted for approximately **15% of total revenue**, posing a concentration risk[32](index=32&type=chunk) - The allowance for credit losses increased to **$1,111,824** as of June 30, 2025, from **$940,596** as of December 31, 2024, with a provision for credit losses of **$200,454** recognized in 2025[38](index=38&type=chunk)[39](index=39&type=chunk) - Capitalized software for the Delivmeds platform increased to **$2,023,076** as of June 30, 2025, from **$1,618,017** as of December 31, 2024, but amortization has not yet commenced as the platform is not in service[43](index=43&type=chunk) Disaggregation of Revenue (Three and Six Months Ended June 30) | Revenue Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Product revenue - distribution services | $7,548,600 | $- | $18,216,887 | $- | | Pharmacy retail sales | $77,756 | $44,540 | $192,432 | $44,540 | | Third party logistics services | $164,509 | $- | $244,989 | $- | | **Net revenues** | **$7,790,865** | **$44,540** | **$18,654,308** | **$44,540** | - The Company recognized **$28,708,643** in stock-based compensation expense for the six months ended June 30, 2025[14](index=14&type=chunk) [Note 2. LIQUIDITY AND GOING CONCERN](index=16&type=section&id=Note%202.%20LIQUIDITY%20AND%20GOING%20CONCERN) This note assesses the company's ability to meet its short-term and long-term obligations, highlighting potential going concern issues - The Company reported a **net loss of $39,103,367** and an accumulated deficit of **$48,860,527** as of June 30, 2025, along with net cash used in operating activities of **$3,426,447** for the six months ended June 30, 2025[73](index=73&type=chunk) - These factors **raise substantial doubt** about the Company's ability to continue as a going concern[73](index=73&type=chunk)[77](index=77&type=chunk) - Management's plan to address liquidity included the Hudson Equity Purchase Agreement (EPA), under which the Company sold **1,155,030 shares** for net proceeds of **$1,149,417** by June 30, 2025[75](index=75&type=chunk) However, the Hudson EPA was terminated effective August 13, 2025 [Note 3. ACCOUNTS RECEIVABLE, NET](index=18&type=section&id=Note%203.%20ACCOUNTS%20RECEIVABLE%2C%20NET) This note details the composition and changes in the company's accounts receivable, including the allowance for credit losses Accounts Receivable, Net (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Third Party | $2,498,247 | $3,394,112 | | Affiliates | $775,027 | $271,298 | | Total Accounts Receivable | $3,273,274 | $3,665,410 | | Less: Allowance for credit losses | $(1,111,824) | $(940,596) | | **Total accounts receivable, net** | **$2,161,450** | **$2,724,814** | - **Total accounts receivable, net, decreased by $563,364** from December 31, 2024, to June 30, 2025[80](index=80&type=chunk) - Allowance for credit losses increased by **$171,228** during the period[80](index=80&type=chunk) [Note 4. INVENTORIES, NET](index=18&type=section&id=Note%204.%20INVENTORIES%2C%20NET) This note provides a breakdown of the company's inventory, including finished goods and reserves for obsolescence Inventories, Net (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | First Defense Nasal Screen Corp ("FDNS") | $6,005,624 | $6,717,373 | | Finished goods | $3,271,255 | $3,034,836 | | Total inventory, at cost | $9,276,879 | $9,752,209 | | Less: reserve for obsolescence | $(245,736) | $(233,601) | | **Inventories, net** | **$9,031,143** | **$9,518,608** | - **Net inventories decreased by $487,465** from December 31, 2024, to June 30, 2025[81](index=81&type=chunk) [Note 5. PROPERTY, PLANT AND EQUIPMENT, NET](index=18&type=section&id=Note%205.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT%2C%20NET) This note presents the company's tangible assets, their cost, and accumulated depreciation Property, Plant and Equipment, Net (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Leasehold improvements | $766,467 | $766,467 | | Equipment | $589,208 | $589,208 | | Furniture and fixtures | $152,161 | $152,161 | | Total at cost | $1,507,836 | $1,507,836 | | Less: Accumulated depreciation | $(1,199,194) | $(1,119,656) | | **Property, plant and equipment, net** | **$308,642** | **$388,180** | - Depreciation expense for the three and six months ended June 30, 2025, was **$39,731** and **$79,538**, respectively[82](index=82&type=chunk) [Note 6. INTANGIBLE ASSETS](index=19&type=section&id=Note%206.%20INTANGIBLE%20ASSETS) This note details the company's intangible assets, including software development costs, customer relationships, and trademarks, along with their amortization Intangible Assets, Net (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :------------------ | | Software development costs - Delivmeds | $2,023,076 | $1,618,017 | | Customer relationships - Wood Sage acquisition | $393,853 | $393,853 | | Customer relationships - Wellgistics acquisition | $11,256,067 | $11,256,067 | | Trademark - Wellgistics acquisition | $10,143,137 | $10,143,137 | | Total at cost | $21,793,057 | $21,793,057 | | Accumulated amortization | $(2,573,177) | $(1,047,048) | | **Intangible assets, net** | **$19,219,880** | **$20,746,009** | - **Net intangible assets decreased by $1,526,129** from December 31, 2024, to June 30, 2025, **primarily due to** accumulated amortization[84](index=84&type=chunk) - Amortization expense for the six months ended June 30, 2025, **totaled $1,526,129**, including **$938,006** for Wellgistics customer relationships and **$563,508** for the Wellgistics trademark[85](index=85&type=chunk)[86](index=86&type=chunk) Future Amortization of Intangible Assets | Year Ended December 31, | Amount | | :------------------------ | :------------- | | 2025 (remaining six months) | $1,526,129 | | 2026 | $3,052,258 | | 2027 | $3,052,258 | | 2028 | $3,052,258 | | 2029 | $3,052,258 | | Thereafter | $5,484,719 | | **Total** | **$19,219,880** | [Note 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=20&type=section&id=Note%207.%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note outlines the company's short-term liabilities, such as accrued personnel costs, professional fees, and interest Accrued Expenses and Other Current Liabilities (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Accrued personnel costs | $3,426,314 | $3,112,470 | | Accrued professional fees | $139,557 | $347,829 | | Accrued expenses | $227,973 | $- | | Credit card obligation | $222,485 | $110,201 | | Unearned revenue | $245,765 | $245,765 | | Accrued interest | $1,204,072 | $504,152 | | **Total** | **$5,466,166** | **$4,320,417** | - **Total accrued expenses and other current liabilities increased by $1,145,749** from December 31, 2024, to June 30, 2025, **primarily due to** increases in accrued personnel costs and accrued interest[87](index=87&type=chunk) [Note 8. DEBT](index=20&type=section&id=Note%208.%20DEBT) This note provides a comprehensive overview of the company's outstanding debt obligations, including various loans and notes payable Outstanding Debt (June 30, 2025 vs. December 31, 2024) | Debt Type | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :------------------ | | Merchant cash advance, net of debt discount | $1,548,657 | $1,259,415 | | Loan payable | $703,366 | $- | | Note payable - sellers of Wellgistics | $5,000,000 | $5,000,000 | | Note payable, net of debt discount | $648,411 | $- | | Note payable – Integral Health | $1,300,000 | $- | | Revolving line of credit | $3,979,766 | $5,531,260 | | Seller promissory note | $- | $137,141 | | Current portion of debt obligations | $13,180,200 | $11,927,816 | | Long-term debt | $10,100,000 | $11,455,085 | | **Total debt** | **$23,280,200** | **$23,382,901** | - **Total debt remained relatively stable at $23.28 million** as of June 30, 2025, compared to **$23.38 million** at December 31, 2024[88](index=88&type=chunk) - Current portion of debt obligations increased by **$1,252,384**, while long-term debt decreased by **$1,355,085**[88](index=88&type=chunk) - New debt agreements in 2025 include a merchant cash advance (**$1.9 million** gross funding), a business loan (**$756,000** principal), and a cash advance (**$367,200** purchased amount)[90](index=90&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - The promissory note to Wellgistics LLC sellers has a principal of **$15 million**, with **$5 million** classified as current and **$10 million** as non-current as of June 30, 2025[95](index=95&type=chunk) Interest expense for this note was **$637,500** for the six months ended June 30, 2025[96](index=96&type=chunk) - The revolving line of credit balance decreased from **$5,531,260** at December 31, 2024, to **$3,979,766** at June 30, 2025[101](index=101&type=chunk) Interest expense for this line of credit was **$614,199** for the six months ended June 30, 2025[101](index=101&type=chunk) [Note 9. STOCKHOLDERS' EQUITY](index=23&type=section&id=Note%209.%20STOCKHOLDERS'%20EQUITY) This note details changes in stockholders' equity, including stock issuances, stock-based compensation, and the impact of net loss - The Company closed its IPO on February 24, 2025, generating **$4.0 million** in gross proceeds and approximately **$3.1 million** in net proceeds[105](index=105&type=chunk) - Stock-based compensation expense for the six months ended June 30, 2025, **totaled $28,708,643**, with **$28,308,643** included in general and administrative expenses and **$400,000** in sales and marketing expenses[121](index=121&type=chunk) - As of June 30, 2025, **10,070,051 shares** of restricted common stock were unvested, with total unrecognized compensation expense of **$2,811,224** expected to be recognized over **2.54 years**[121](index=121&type=chunk) - An additional **$26,100,000** in unrecognized compensation relates to **9,000,000** performance-based restricted shares granted to the CEO, which will be recognized upon probable achievement of revenue and profit targets[119](index=119&type=chunk)[121](index=121&type=chunk) - The Company issued **1,155,030 shares** of common stock under the Hudson EPA, resulting in net proceeds of **$1,149,417**, and **152,000** commitment shares valued at **$594,320**[111](index=111&type=chunk)[112](index=112&type=chunk) [Note 10. LEASE OBLIGATIONS](index=26&type=section&id=Note%2010.%20LEASE%20OBLIGATIONS) This note describes the company's operating lease assets and liabilities, including future minimum lease payments Operating Lease Assets and Liabilities (June 30, 2025) | Category | Amount | | :-------------------------- | :------------- | | Right-of-use assets | $1,280,459 | | Lease liabilities, current portion | $546,255 | | Long-term lease liabilities | $816,218 | | **Total lease liabilities** | **$1,362,473** | | Weighted Average Remaining Lease Term | 2.43 years | | Weighted Average Discount Rate | 7.36% | Future Minimum Lease Payments (December 31) | Year | Amount | | :--- | :------------- | | 2025 (remaining 6 months) | $307,086 | | 2026 | $621,530 | | 2027 | $458,656 | | 2028 | $84,977 | | **Total lease payments** | **$1,472,249** | | Less: Imputed interest | $(109,776) | | **Total** | **$1,362,473** | [Note 11. RELATED PARTY TRANSACTIONS](index=26&type=section&id=Note%2011.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and balances with entities and individuals considered related parties to the company - The Company has related party transactions with entities like Scienture Holdings, IPS, Integral Health, Tollo Health, Nomad Capital LLC, Cingo Solutions, RxERP, and Scietech, LLC, due to common ownership, management, or board members[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) Due From and To Related Parties (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Due from related parties | $1,249,888 | $1,021,000 | | Due to related parties | $5,234,770 | $4,944,770 | | Accounts receivable – IPS (Integral Health) | $775,027 | $271,298 | | Accounts payable - Scietech | $25,500 | $25,500 | Related Party Transactions (Six Months Ended June 30, 2025) | Transaction Type | Six Months Ended June 30, 2025 | | :--------------------------------------- | :--------------------------- | | Sales to IPS | $503,730 | | IT expenses paid to Cingo Solutions | $199,440 | | SaaS expenses paid to RxERP | $150,000 | | Management services fees paid to Nomad Capital | $160,000 | [Note 12. SEGMENT AND GEOGRAPHIC INFORMATION](index=27&type=section&id=Note%2012.%20SEGMENT%20AND%20GEOGRAPHIC%20INFORMATION) This note provides information on the company's operating segments and geographic revenue distribution - The Company operates as a single operating segment, with the CEO reviewing consolidated gross margin, operating income, and net income to assess performance and allocate resources[129](index=129&type=chunk) - All revenues for the three and six months ended June 30, 2025, and 2024 were generated within the United States[52](index=52&type=chunk)[131](index=131&type=chunk) Selected Financial Information by Segment (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Net revenues | $18,654,308 | $44,540 | | Gross profit (loss) | $1,198,393 | $(2,608) | | Loss from operations | $(36,848,744) | $(652,780) | | Net loss | $(39,103,367) | $(657,447) | [Note 13. COMMITMENTS AND CONTINGENCIES](index=29&type=section&id=Note%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines potential future obligations and legal matters that could impact the company's financial position - The Company is involved in an arbitration demand from Blythe Global Advisors, LLC for **$377,947.36** for unpaid accounting services, which the Company is vigorously defending[136](index=136&type=chunk) - The Company's subsidiaries have also sued Blythe Global Advisors, LLC for improper UCC-1 filings, tortious interference, slander of title, and RICO violations, claiming substantial damages[137](index=137&type=chunk) [Note 14. SUBSEQUENT EVENTS](index=29&type=section&id=Note%2014.%20SUBSEQUENT%20EVENTS) This note describes significant events that occurred after the balance sheet date but before the financial statements were issued - On July 24, 2025, the Wellgistics MIPA was amended to convert an **$8,139,259** cash payment owed to former owners of Wellgistics, LLC into approximately **7,606,785 shares** of the Company's common stock[138](index=138&type=chunk) - The Hudson Equity Purchase Agreement (EPA) was terminated on August 13, 2025, after the Company exercised its put right for **3,426,254 shares** by July 25, 2025[139](index=139&type=chunk) - On July 25, 2025, the Company paid **$640,647** in principal and interest as a guarantor for a defaulted revolving credit note issued by Tollo Health, LLC, Tollo Health Inc., and Gerald Commissiong[142](index=142&type=chunk) - The 'One Big Beautiful Bill Act' was signed into law on July 4, 2025, and the Company is currently evaluating its impact on its consolidated financial statements[143](index=143&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, including an overview of its business, a discussion of the pending acquisition of Peek Healthcare Technologies, Inc., and a detailed analysis of revenues, expenses, liquidity, and cash flows for the three and six months ended June 30, 2025, compared to the prior year, also highlighting critical accounting policies and forward-looking statements [Cautionary Statement Regarding Forward-Looking Information](index=31&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Information) This section advises readers that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ - The report contains forward-looking statements subject to safe-harbor provisions, based on current expectations and projections about the Company and its industry[145](index=145&type=chunk) - Actual results may differ materially due to various risks and uncertainties, including shifts in pharmacy mix, margin compression, changes in drug costs, economic conditions, regulatory changes, and competition[147](index=147&type=chunk)[152](index=152&type=chunk) [Overview](index=32&type=section&id=Overview) This section provides a general description of the company's business model, operations, and market opportunities - Wellgistics Health, Inc. operates as a holding company for a micro health ecosystem, encompassing a technology platform (Wellgistics Tech & Hub dba DelivMeds), a pharmacy (Wellgistics Pharmacy), and wholesale operations (Wellgistics, LLC)[150](index=150&type=chunk)[151](index=151&type=chunk) - Wellgistics, LLC, acquired in August 2024, is a **50-state FDA licensed pharmaceutical wholesaler** serving **over 5,000 pharmacies**, focusing on niche therapeutic products and providing distribution and third-party logistics[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - Wellgistics Tech & Hub, LLC (DelivMeds), acquired in June 2024, is a middleware technology arm facilitating prescription transfer and clinical concierge services, aiming to improve price transparency and patient adherence[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - Wellgistics Pharmacy, LLC, acquired in June 2024, provides general and specialty pharmacy services, licensed in **32 states and D.C.**, and focuses on 340B services and a competitive cash-based formulary[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - The Company's revenues are derived from pharmaceutical dispensing, care management services, SaaS fees for platform technology, and product procurement and distribution to independent pharmacies[163](index=163&type=chunk) - The U.S. retail prescription drug spending reached **$435 billion** in 2023, with specialty drugs accounting for **over 50%** of the spend, presenting a **significant market opportunity** for the Company's patient-centric digital health tools[165](index=165&type=chunk)[166](index=166&type=chunk) [Pending Acquisition – Merger Agreement](index=35&type=section&id=Pending%20Acquisition%20%E2%80%93%20Merger%20Agreement) This section details the terms and conditions of the company's pending acquisition of Peek Healthcare Technologies, Inc - On April 8, 2025, the Company entered into a Merger Agreement to acquire Peek Healthcare Technologies, Inc., a digital prescription platform focused on real-time pricing transparency[168](index=168&type=chunk)[169](index=169&type=chunk) - As a condition, Peek will acquire Lumina Marketing, LLC and Lumina Therapeutics, LLC, affiliates providing consulting services to drug manufacturers, which will then operate under a single subsidiary of the Company[169](index=169&type=chunk)[170](index=170&type=chunk) - The merger consideration includes a cash payment of **$2,000,000** (adjusted for indebtedness and working capital) and an unsecured promissory note of **$6,000,000**[171](index=171&type=chunk) - Additionally, Peek stockholders will receive **1,777,778 shares** of Company common stock, comprising **507,615 guaranteed shares** and **1,270,163 earn-out shares** subject to forfeiture based on revenue targets[172](index=172&type=chunk)[179](index=179&type=chunk) [Key Components of Results of Operations](index=36&type=section&id=Key%20Components%20of%20Results%20of%20Operations) This section provides information regarding key components of results of operations [Revenues](index=36&type=section&id=Revenues) This section discusses the sources of the company's revenue and factors influencing its recognition and growth - The Company's revenues are generated through its subsidiaries: DelivMeds, Wellgistics Pharmacy, and Wellgistics LLC, **primarily from** pharmaceutical dispensing, care management, SaaS fees, and product distribution[175](index=175&type=chunk) - The Company faces risks from inflationary pressures on product prices, particularly in the 'specialty lite' business segment (**$500 - $3,000** therapies), which could impact consumer affordability and gross margins[176](index=176&type=chunk) - Revenue recognition for Wellgistics Pharmacy occurs when the patient confirms delivery of the prescription, reflecting expected reimbursements from third-party payors[177](index=177&type=chunk) [Expenses](index=37&type=section&id=Expenses) This section analyzes the company's operating expenses, including sales and marketing, general and administrative, and their drivers - Sales and marketing expenses are **expected to increase** due to expanded promotional activities, marketing initiatives, and additional personnel hires[180](index=180&type=chunk) - General and administrative expenses include personnel costs, professional fees (audit, tax, legal, consulting), and public company compliance costs, which are **expected to increase** following the Company's public registration[181](index=181&type=chunk)[182](index=182&type=chunk) - The Company maintains a valuation allowance against its U.S. federal and state net deferred tax assets due to uncertainty regarding their recoverability[183](index=183&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) This section provides a comparative analysis of the company's financial performance for the reported periods [For the Three Months Ended June 30, 2025 and 2024](index=38&type=section&id=For%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section analyzes the company's financial performance for the three-month period ended June 30, 2025, compared to the prior year Financial Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Net revenues | $7,790,865 | $44,540 | | Cost of revenues | $7,285,113 | $47,148 | | Gross profit (loss) | $505,752 | $(2,608) | | General and administrative | $4,859,949 | $570,408 | | Sales and marketing | $343,383 | $- | | Depreciation and amortization | $802,796 | $- | | Loss from operations | $(5,500,376) | $(573,016) | | Net loss | $(6,672,464) | $(574,325) | - **Net revenues increased significantly** to **$7,790,865** in Q2 2025 from **$44,540** in Q2 2024, **primarily due to** the Wood Sage and Wellgistics acquisitions[186](index=186&type=chunk) - Gross profit was **$505,752** (**6.5% gross margin**) in Q2 2025, compared to a gross loss of **$2,608** in Q2 2024[186](index=186&type=chunk) - General and administrative expenses rose to **$4,859,949** in Q2 2025 from **$570,408** in Q2 2024, including **$870,005** in non-cash stock-based compensation[189](index=189&type=chunk) - Sales and marketing expenses **increased to $343,383** in Q2 2025 (from **$0** in Q2 2024), reflecting expanded promotional activities and including **$65,217** in non-cash stock-based compensation[190](index=190&type=chunk) - Depreciation and amortization was **$802,796** in Q2 2025 (from **$0** in Q2 2024), **mainly from** intangible assets acquired in the Wood Sage and Wellgistics acquisitions[191](index=191&type=chunk) - Interest expense **increased substantially to $1,184,040** in Q2 2025 from **$1,309** in Q2 2024, due to outstanding loans, promissory notes, and credit agreements[192](index=192&type=chunk) [For the Six Months Ended June 30, 2025 and 2024](index=39&type=section&id=For%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section analyzes the company's financial performance for the six-month period ended June 30, 2025, compared to the prior year Financial Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Net revenues | $18,654,308 | $44,540 | | Cost of revenues | $17,455,915 | $47,148 | | Gross profit (loss) | $1,198,393 | $(2,608) | | General and administrative | $36,032,869 | $650,172 | | Sales and marketing | $408,600 | $- | | Depreciation and amortization | $1,605,668 | $- | | Loss from operations | $(36,848,744) | $(652,780) | | Net loss | $(39,103,367) | $(657,447) | - **Net revenues** for the six months ended June 30, 2025, **surged to $18,654,308** from **$44,540** in the prior year, **driven by** the Wood Sage and Wellgistics acquisitions[194](index=194&type=chunk) - Gross profit was **$1,198,393** (**6.4% gross margin**) in H1 2025, compared to a gross loss of **$2,608** in H1 2024[194](index=194&type=chunk) - General and administrative expenses **increased to $36,032,869** in H1 2025 from **$650,172** in H1 2024, including **$28,308,643** in non-cash stock-based compensation[197](index=197&type=chunk) - Sales and marketing expenses **increased to $408,600** in H1 2025 (from **$0** in H1 2024), including **$400,000** in non-cash stock-based compensation[198](index=198&type=chunk) - Depreciation and amortization was **$1,605,668** in H1 2025 (from **$0** in H1 2024), **primarily from** acquired intangible assets[199](index=199&type=chunk) - Interest expense **increased to $2,278,530** in H1 2025 from **$4,667** in H1 2024, due to various debt obligations[200](index=200&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash, its capital structure, and future funding needs - The Company expects future cash needs for operating activities, working capital, property and equipment purchases, strategic investments, and facility expansion[201](index=201&type=chunk) - Funding will **primarily come from** operating cash flows, debt issuance, and equity sales, with potential dilution for stockholders if additional capital is raised through equity[201](index=201&type=chunk) - Short-term liquidity requirements include expanding facilities, hiring employees, upgrading IT, and meeting public company compliance costs[202](index=202&type=chunk) - Long-term liquidity requirements involve strategic acquisitions (e.g., EHR systems), expanding micro-distribution centers, investing in AI/machine learning, and integrating with third-party partners[202](index=202&type=chunk) Outstanding Debt (June 30, 2025 vs. December 31, 2024) | Debt Type | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :------------------ | | Merchant cash advance, net of debt discount | $1,548,657 | $1,259,415 | | Loan payable | $703,366 | $- | | Note payable - sellers of Wellgistics | $5,000,000 | $5,000,000 | | Note payable, net of debt discount | $648,411 | $- | | Note payable – Integral Health | $1,300,000 | $- | | Revolving line of credit | $3,979,766 | $5,531,260 | | Seller promissory note | $- | $137,141 | | Current portion of debt obligations | $13,180,200 | $11,927,816 | | Long-term debt | $10,100,000 | $11,455,085 | | **Total debt** | **$23,280,200** | **$23,382,901** | Annual Principal Payments of Outstanding Debt | December 31, | Amount | | :------------- | :------------- | | 2025 | $14,060,801 | | 2026 | $5,100,000 | | 2027 | $5,000,000 | | **Total** | **$24,160,801** | [Cash Flows](index=45&type=section&id=Cash%20Flows) This section provides a detailed analysis of the company's cash inflows and outflows from operating, investing, and financing activities Summary of Cash Flows (Six Months Ended June 30) | Activity | 2025 | 2024 | | :--------------------------------------- | :------------ | :------------ | | Net cash (used in) provided by operating activities | $(3,426,447) | $361,193 | | Net cash used in investing activities | $(405,059) | $(17,545) | | Net cash provided by financing activities | $3,223,112 | $(278,037) | | Net change in cash and cash equivalents | $(608,394) | $65,611 | - **Net cash used in operating activities** for H1 2025 was **$3,426,447**, **primarily due to** a **net loss of $39,103,367**, partially offset by **$28,708,643** in non-cash stock-based compensation and a **$3,141,895** increase in accounts payable[225](index=225&type=chunk) - **Net cash used in investing activities** for H1 2025 was **$405,059**, **mainly for** capitalized software expenditures[227](index=227&type=chunk) - **Net cash provided by financing activities** for H1 2025 was **$3,223,112**, **driven by $4,000,000** from the IPO, **$567,722** from equity purchase agreements, and **$615,000** from promissory notes, partially offset by **$1,208,498** in offering costs[228](index=228&type=chunk) [Off-Balance Sheet Arrangements](index=45&type=section&id=Off-Balance%20Sheet%20Arrangements) This section discloses any material off-balance sheet transactions, arrangements, or obligations - The Company did not have any off-balance sheet arrangements during the periods presented and currently has none[230](index=230&type=chunk) [Critical Accounting Policies and Estimates](index=46&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the accounting policies and estimates that require significant judgment and can materially impact financial reporting - The Company's critical accounting policies include revenue recognition (following ASC 606's five-step model) and business combinations[231](index=231&type=chunk)[232](index=232&type=chunk)[240](index=240&type=chunk) - Revenue from distribution and third-party logistics services is recognized when goods are delivered, subject to deductions for chargebacks, rebates, and returns[235](index=235&type=chunk) - Pharmacy retail sales revenue is recognized when the patient confirms delivery of the prescription, with the transaction price reflecting expected reimbursements from third-party payors[236](index=236&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) - Business combinations are accounted for by allocating the purchase price to acquired assets and assumed liabilities at fair value, with any excess recognized as goodwill[240](index=240&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' Wellgistics Health, Inc. is exempt from providing the quantitative and qualitative disclosures about market risk typically required by Item 3 - The Company is a '**smaller reporting company**' and is **not required to provide** disclosures about market risk[241](index=241&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses, with a remediation plan in place to address these weaknesses and no other material changes to internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=47&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section assesses the effectiveness of the company's disclosure controls and procedures as of the reporting date - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were **not effective** as of June 30, 2025[242](index=242&type=chunk) [Material Weakness](index=47&type=section&id=Material%20Weakness) This section identifies and describes significant deficiencies in the company's internal control over financial reporting - **Material weaknesses were identified** in the control environment, risk assessment, control activities, information and communication, and monitoring[243](index=243&type=chunk) - Specific weaknesses include a **lack of formally documented policies** and procedures for review and supervision, **insufficient evidence** for control performance, and **limited accounting personnel** and supervisory resources[243](index=243&type=chunk) [Plan for Remediation](index=47&type=section&id=Plan%20for%20Remediation) This section outlines management's strategy and actions to address identified material weaknesses in internal controls - Management's remediation plan includes **hiring additional accounting personnel** with technical expertise, **enhancing internal review procedures** for complex transactions, **providing targeted training**, and **upgrading to NetSuite's enterprise resource program**[244](index=244&type=chunk)[245](index=245&type=chunk) - These remediation efforts are **expected to be completed** during fiscal year 2025[245](index=245&type=chunk) [Changes in Internal Control Over Financial Reporting](index=48&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports any material changes in the company's internal control over financial reporting during the period - There were **no material changes** in internal control over financial reporting during the quarter ended June 30, 2025, other than the described remediation measures[246](index=246&type=chunk) [PART II. OTHER INFORMATION](index=49&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any legal proceedings that would individually or in aggregate have a material adverse effect on its operations, cash flows, or financial position - The Company is **not currently involved** in any legal proceedings that would have a material adverse effect on its results of operations, cash flows, or financial position[135](index=135&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K, except for the Company's ongoing liquidity needs - **No material changes** to risk factors were disclosed, except for the Company's ongoing liquidity needs[249](index=249&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's unregistered sales of equity securities during the six months ended June 30, 2025, including shares issued to a former CEO and under an equity purchase agreement, all in reliance on Section 4(a)(2) of the Securities Act [Unregistered Sales of Equity Securities](index=49&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) This section details the company's sales of equity securities that were not registered under the Securities Act - On June 26, 2025, the Company issued **750,000 shares** of restricted common stock to former CEO Timothy Canning as a sign-on bonus, vesting on December 26, 2025[251](index=251&type=chunk) - As of June 30, 2025, **1,155,030 shares** of common stock were issued under the Hudson EPA, generating net proceeds of **$1,149,417**[251](index=251&type=chunk) - These issuances were unregistered, relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act, offered to a limited number of persons with pre-existing relationships[252](index=252&type=chunk) [Repurchases](index=49&type=section&id=Repurchases) This section reports on any repurchases of the company's equity securities during the period - The Company did not repurchase any equity securities during the period[253](index=253&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the quarter ended June 30, 2025 - There were **no defaults upon** senior securities during the quarter ended June 30, 2025[254](index=254&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are **not applicable to the Company**[255](index=255&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2025, no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - **No directors or officers adopted**, modified, or terminated a 'Rule 10b5-1 trading arrangement' or a 'non-Rule 10b5-1 trading arrangement' during the quarter ended June 30, 2025[256](index=256&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including merger agreements, equity purchase agreements, loan agreements, and certifications - **Key exhibits include** the Agreement and Plan of Merger dated April 8, 2025, the Eighth Amendment to Membership Interest Purchase Agreement dated July 24, 2025, and the Equity Purchase Agreement with Hudson Global Ventures, LLC[258](index=258&type=chunk) - Also included are various loan and security agreements, and certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[258](index=258&type=chunk) [Signatures](index=52&type=section&id=Signatures) The Quarterly Report was duly signed on behalf of Wellgistics Health, Inc. by Mark DiSiena, Chief Financial Officer, on August 19, 2025 - The report was signed by Mark DiSiena, Chief Financial Officer (Principal Financial Officer and Accounting Officer) on August 19, 2025[261](index=261&type=chunk)

Core Insights - Wellgistics Health, Inc. (NASDAQ: WGRX) is set to appear live on YouTube on July 22, 2025, at 1:00 PM EST to discuss its recent performance and future strategy [1][2] Group 1: Company Overview - CEO Brian Norton will lead an unfiltered discussion on WGRX's recent momentum, stock performance, and market outlook [2] - The company is recognized for its role in pharmaceutical distribution and healthcare technology [1] Group 2: Event Details - The live session will be hosted on the Floorstocks channel, which focuses on amplifying rising public companies [2][4] - Retail investors will have the opportunity for direct engagement during the session [2] Group 3: Strategic Insights - The discussion will cover WGRX's disruptive strategy in healthcare distribution and direct-to-patient services [5] - WGRX is integrating XRP blockchain payments into healthcare transactions to enhance efficiency and global accessibility [5] - The session will analyze the recent surge in stock activity and market dynamics [5]

Company Overview - Wellgistics Health Inc. (NASDAQ: WGRX) is focused on modernizing the U.S. prescription drug market, which is valued at over $600 billion, by eliminating intermediaries and enhancing transparency [1][5] - The company offers a vertically integrated tech stack that supports pharmacies, providers, manufacturers, and employer groups through AI-powered infrastructure [2][5] Business Model and Strategy - Wellgistics Health aims to provide faster, cheaper, and smarter medication access, operating as a pharmacy benefit manager (PBM) alternative while remaining PBM-agnostic [5] - The company is scaling its direct distribution network and expanding employer carve-out programs, emphasizing compliant, tech-enabled pharmacy solutions [3][5] Investor Engagement - The CEO of Wellgistics Health, Brian Norton, expressed the importance of transparency in building trust with the investor community, highlighting the company's vision to address systemic inefficiencies in healthcare [3] - The interview conducted by Floorstocks serves as part of a broader investor education campaign to increase institutional visibility for Wellgistics Health [3][4]

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) For Q1 2025, Wellgistics Health reported $10.9 million in net sales but a $32.4 million net loss, primarily due to non-cash stock-based compensation, with going concern uncertainty [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets increased slightly to $58.1 million, liabilities rose to $53.6 million, and stockholders' equity decreased to $4.5 million due to net loss | Financial Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,516,585 | $1,028,336 | | Total current assets | $16,551,732 | $15,168,668 | | **Total assets** | **$58,063,100** | **$57,332,650** | | Total current liabilities | $46,225,313 | $38,046,747 | | **Total liabilities** | **$53,584,332** | **$50,598,204** | | **Total stockholders' equity** | **$4,478,768** | **$6,734,446** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) In Q1 2025, the company generated $10.9 million in net sales but incurred a $32.4 million net loss, largely due to $27.8 million in stock-based compensation | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net sales | $10,863,443 | $ - | | Gross profit | $692,641 | $ - | | Total operating expenses | $32,041,009 | $79,764 | | Loss from operations | ($31,348,368) | ($79,764) | | **Net loss** | **($32,430,903)** | **($83,122)** | | **Net loss per share** | **($0.62)** | **($0.00)** | - General and administrative expenses for Q1 2025 included **$27,773,421** of non-cash stock-based compensation related to the issuance of common stock to directors, employees, and consultants[188](index=188&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw $1.3 million cash used in operations, offset by $3.1 million from financing activities, resulting in a quarter-end cash balance of $2.5 million | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | ($1,347,449) | $31,237 | | Net cash used in investing activities | ($273,133) | $ - | | Net cash provided by financing activities | $3,108,831 | $260,000 | | **Net change in cash and cash equivalents** | **$1,488,249** | **$291,237** | | **Cash and cash equivalents at end of period** | **$2,516,585** | **$292,601** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the February 2025 IPO, a going concern uncertainty due to recurring losses, $24.1 million total debt, and subsequent events including a merger and a $50 million equity line of credit - In February 2025, the company completed its IPO, generating gross proceeds of **$4.0 million** and net proceeds of approximately **$3.1 million**[23](index=23&type=chunk)[25](index=25&type=chunk) - The company has a net loss of **$32.4 million** for Q1 2025 and an accumulated deficit of **$42.2 million**, which raises substantial doubt about its ability to continue as a going concern[85](index=85&type=chunk) - As of March 31, 2025, total debt was **$24.1 million**, with key components being a **$15 million** note to the former owners of Wellgistics and a **$5.2 million** revolving line of credit[102](index=102&type=chunk) - Subsequent to the quarter end, the company entered into a merger agreement with Peek Healthcare Technologies and secured a **$50 million** equity line of credit (ELOC) with Hudson Global Ventures[135](index=135&type=chunk)[142](index=142&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A details the company's 'micro health ecosystem' business model, Q1 2025 results showing $10.9 million revenue but a $32.4 million net loss due to non-cash compensation, and ongoing liquidity concerns [Business Overview](index=31&type=section&id=Overview) The company operates as a holding company for a 'micro health ecosystem' through its 2024 acquisitions, focusing on an integrated model for the 'specialty-lite' drug market - The company's business is structured as a micro health ecosystem with three core operating companies: a technology platform, a pharmacy, and a wholesale operation[157](index=157&type=chunk) - Wellgistics, LLC is a key subsidiary, serving as a **50-state licensed** pharmaceutical wholesaler with a network of over **5,000 registered pharmacies**[160](index=160&type=chunk) - The company's strategy focuses on integrating its business segments to address access, care coordination, and clinical management, particularly in the growing 'specialty-lite' pharmaceutical market[169](index=169&type=chunk)[171](index=171&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Q1 2025 saw first significant revenues of $10.9 million, a 6.4% gross margin, but exceptionally high operating expenses of $32.0 million, leading to a $32.4 million net loss | Revenue Stream | Three Months Ended March 31, 2025 | | :--- | :--- | | Product revenue - distribution services | $10,668,287 | | Pharmacy retail sales | $114,676 | | Third party logistics services | $80,480 | | **Net sales** | **$10,863,443** | - The significant increase in general and administrative expenses was primarily due to **$27,773,421** of non-cash stock-based compensation[188](index=188&type=chunk) - Depreciation and amortization expense was **$802,872**, related to intangible and fixed assets acquired in the Wood Sage and Wellgistics, LLC acquisitions[189](index=189&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity concerns with a going concern doubt, $1.3 million cash used in operations, $24.1 million total debt, and reliance on external financing like its recent IPO and a $50 million equity line of credit - The company expects to fund operations through operating cash flows, debt, and equity sales, but acknowledges that it may need to raise additional funds to execute its business plan[191](index=191&type=chunk) | Debt Component | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current portion of debt | $17,712,035 | $11,927,816 | | Long-term debt | $6,400,000 | $11,455,085 | | **Total debt** | **$24,112,035** | **$23,382,901** | - Net cash used in operating activities was **$1,347,449** for Q1 2025, primarily due to the net loss, partially offset by non-cash stock-based compensation[208](index=208&type=chunk) - Net cash from financing activities was **$3,108,831**, driven by **$4.0 million** in gross proceeds from the IPO[211](index=211&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[226](index=226&type=chunk) - There were no changes in internal controls over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[227](index=227&type=chunk) Part II. Other Information [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported, except for the company's ongoing liquidity needs - No material changes in risk factors were reported, except for the company's on-going liquidity needs[230](index=230&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of $3.1 million IPO proceeds for working capital and the issuance of 19.8 million restricted shares and 152,000 shares as a commitment fee - The company received net proceeds of approximately **$3.1 million** from its February 2025 IPO, which were used for general working capital[235](index=235&type=chunk)[237](index=237&type=chunk) - Between March 21 and March 27, 2025, the company issued **19,764,108 shares** of restricted stock to directors, employees, and consultants under its equity incentive plan[232](index=232&type=chunk) - 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[232](index=232&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) This section covers post-quarter corporate governance changes, including the appointment of Michael L. Peterson as independent director and Audit Committee Chairman, and Mark DiSiena as the new CFO - Michael L. Peterson was appointed to the Board of Directors, designated as Chairman of the Audit Committee, and deemed an audit committee financial expert[242](index=242&type=chunk) - Mark DiSiena was appointed as Chief Financial Officer, effective April 22, 2025, succeeding Vishnu Balu who resigned without any disagreement with the company[244](index=244&type=chunk)[151](index=151&type=chunk)

Core Insights - Wellgistics Health, Inc. is launching an initiative to utilize XRP as a treasury reserve and real-time payments infrastructure, aiming to be among the first publicly traded healthcare companies to do so [1][3] - The initiative is backed by a $50 million Equity Line of Credit (ELOC) to enhance liquidity and financial infrastructure within its healthcare network [2] Company Strategy - The company aims to disrupt traditional healthcare systems by connecting manufacturers directly to pharmacies and patients, thereby increasing speed, liquidity, and transparency [3] - Wellgistics Health believes that the future of healthcare will favor companies with efficient platforms rather than those with large physical infrastructures [3] XRP Integration Benefits - The integration of XRP is expected to facilitate faster vendor payments, performance-based rebates, and liquidity tools for pharmacies and manufacturers [4] - XRP transactions settle in 3-5 seconds, significantly faster than traditional methods, and cost less than $0.0002 per transfer, compared to $10-$30 for standard bank wires [7] Market Trends - XRP is gaining traction among global institutions, with CME Group set to launch cash-settled XRP futures in May 2025 to meet institutional demand [6] - Mastercard has identified XRP as a bridge currency for cross-border payments, highlighting its efficiency and cost-effectiveness [7] Company Overview - Wellgistics Health operates across pharmaceutical distribution, prescription technology, and clinical fulfillment, connecting over 150 manufacturers to more than 6,000 independent pharmacies [9] - The company provides real-time prescription hub services and aims to eliminate friction in the supply chain, enhancing reimbursement processes and creating transparent pathways [10]

Core Insights - Wellgistics Health, Inc. is launching an initiative to utilize XRP as a treasury reserve and real-time payments infrastructure, aiming to be among the first publicly traded healthcare companies to do so [1][3] - The initiative is backed by a $50 million Equity Line of Credit (ELOC) to enhance liquidity and financial infrastructure across its healthcare network [2] Company Strategy - The company aims to disrupt traditional healthcare systems by connecting manufacturers directly to pharmacies and patients, thereby increasing speed, liquidity, and transparency [3] - Wellgistics Health believes that the future of healthcare will favor companies with efficient platforms rather than those with large physical infrastructures [3] XRP Integration Benefits - The integration of XRP is expected to facilitate faster vendor payments, performance-based rebates, and liquidity tools for pharmacies and manufacturers [4] - XRP transactions settle in 3-5 seconds, significantly faster than traditional methods, and cost less than $0.0002 per transfer, enhancing operational efficiency [7] Market Positioning - Wellgistics Health is positioning itself to lead in the healthcare and fintech convergence by leveraging XRP, as evidenced by the growing institutional interest in XRP [6][8] - The company is focused on unlocking capital velocity and running operations more efficiently than its peers in the pharmaceutical infrastructure space [6] Industry Trends - XRP is gaining traction with major institutions, including the CME Group launching XRP futures and Mastercard identifying XRP as a bridge currency for cross-border payments [6][7] - Ripple's recent acquisitions and regulatory advancements further solidify XRP's role in the financial services landscape [8] Company Overview - Wellgistics Health operates in pharmaceutical distribution, prescription technology, and clinical fulfillment, connecting over 150 manufacturers to more than 6,000 independent pharmacies [9] - The company provides real-time prescription services and aims to streamline the medication supply chain by reducing friction and accelerating reimbursements [10]