What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-19 compared with 2025-08-19 · 330 added, 300 removed, 412 unchanged (60% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

should read the following discussion and analysis of our financial condition and results of operations together with our condensed

consolidated financial statements and related notes appearing elsewhere in this Quarterly Report.

This discussion and analysis

contains forward-looking statements that involve risks, uncertainties and assumptions.

See “Cautionary Note Regarding

Forward-Looking Statements” below.

should read the following discussion and analysis of our financial condition and results of operations together with our consolidated

financial statements and related notes appearing elsewhere in this Quarterly Report.

This discussion and analysis contains forward-looking

statements that involve risks, uncertainties and assumptions.

See “Cautionary Note Regarding Forward-Looking Statements”

We have no obligation to update any of these forward-looking statements.

Our actual results

may differ materially from those anticipated in these forward-looking statements due to many factors, including, but not limited to,

those set forth under the heading “Risk Factors” in this Quarterly 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 Quarterly 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 Quarterly 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 Quarterly Report.

Statement Regarding Forward-Looking Information

21 unchanged sentences

statements in this Quarterly Report may include, for example, statements about:

pharmacy mix toward lower margin plans, margin compression on branded medications, or the increased offering of specialty products,

direct and indirect remuneration fees, mail order pharmacy steering, and programs;

Wellgistics Health deriving

a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies;

Wellgistics Health being

adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in the

cost to procure prescription drugs;

changes in economic conditions

that adversely affect consumer/client buying practices and market adoption of our mobile application and the accompanying revenues

to premium access/services;

Wellgistics Health’s

relationships with its primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships of its

wholesale and hub technology platform subsidiaries;

changes in the healthcare

industry and regulatory environments;

the effects of competition

on Wellgistics Health’s future business;

Wellgistics Health’s

ability to execute its business plans and strategy;

other risks and

uncertainties described in the Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 25,

2025, and those risks described in the section entitled “ Risk Factors ” of this Quarterly Report and in other reports we file with the SEC.

shift in pharmacy mix toward lower margin plans, margin compression on branded medications, or the increased offering of specialty

products, direct and indirect remuneration fees, mail order pharmacy steering, and programs;

Health deriving a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies;

Health being adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases

in the cost to procure prescription drugs;

in economic conditions that adversely affect consumer/client buying practices and market adoption of our mobile application and the

accompanying revenues to premium access/services;

Health’s relationships with its primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships

of its wholesale and hub technology platform subsidiaries;

in the healthcare industry and regulatory environments;

effects of competition on Wellgistics Health’s future business;

Health’s ability to execute its business plans and strategy;

risks and uncertainties described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”)

on March 25, 2025, and those risks described in the section entitled “ Risk Factors ” of this Quarterly Report.

one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in

156 unchanged sentences

We expect to monetize this valuable data with manufacturers, payors and providers.

Acquisition – Merger Agreement

April 8, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Wellgistics

Health, Inc., Wellpeek Merger Sub 1, Inc.

(“Merger Sub 1”), Wellpeek Merger Sub 2, LLC (“Merger Sub 2” and together

with Merger Sub 1, the “Merger Subs”), Peek Healthcare Technologies, Inc.

(“Peek”), and the Stockholder Representative

(as defined in the Merger Agreement).

Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), Merger

Sub 1 will merge with and into Peek (the “First Merger”), with Peek continuing as the surviving entity and a wholly owned

subsidiary of the Company.

Immediately thereafter, Peek will merge with and into Merger Sub 2 (the “Second Merger” and, together

with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving entity.

The Mergers, taken together,

are intended to constitute an integrated plan and be treated as a “reorganization” for U.S.

federal income tax purposes.

The board of directors and officers of Merger Sub 2 existing as of the Effective Time will serve as the board of directors and officers

of Merger Sub 2, as the ultimate surviving entity.

is a pioneering digital prescription platform that seeks to transform how patients shop for medications by providing real-time pricing

transparency to assist consumers with making more informed medication purchase decisions.

Peek’s mission is to empower individuals

with price transparency, innovative comparison tools, and seamless access to affordable prescriptions nationwide.

Lumina Marketing, LLC,

a Florida limited liability company (“Lumina Marketing”), and Lumina Therapeutics, LLC, a Delaware limited liability company

(“Lumina Therapeutics” and, together with Lumina Marketing, the “Lumina Entities”) are affiliates of Peek and

provide a range of consulting services to brand-name and specialty-lite drug manufacturers in the areas of market access, branding, and

commercialization.

a condition to and prior to the closing of the Mergers, Peek will acquire all of the assets of each of the Lumina Entities in exchange

for newly issued shares of Class A Common Stock of Peek (the “Lumina Contribution Shares”).

Following closing of the transactions

contemplated by the Merger Agreement, the legacy Peek and Lumina Entity businesses will operate under a single, wholly-owned subsidiary

of the Company.

the effective time of the First Merger (the “First Effective Time”), the Lumina Contribution Shares that are issued and outstanding

immediately prior to the First Effective Time will be converted into the right to receive Closing Merger Consideration as follows:

A cash payment

by the Company equal to $2,000,000, minus (i) the amount of Closing Indebtedness (as defined in the Merger Agreement), minus

(ii) the amount of any unpaid Transaction Expenses (as defined in the Merger Agreement), plus (iii) the amount by which the

Estimated Working Capital (as defined in the Merger Agreement) exceeds $150,000, or minus (iv) the amount by which the

$150,000 exceeds the Estimated Working Capital;

An unsecured promissory

note made by the Company (the “Note”) in the principal amount of $6,000,000 bearing interest at the rate of 4.5%, compounding

annually, and maturing on the third anniversary of the date such note is made.

at the First Effective Time, all shares of Class A Common Stock of Peek (other than the Lumina Contribution Shares) and all shares of

Class B Common Stock of Peek (collectively, the “Specified Shares”) that are issued and outstanding immediately prior to

the First Effective Time will be converted into the right to receive 1,777,778 shares of Company common stock (the “Stock Consideration”)

in Closing Merger Consideration as follows:

507,615 shares

of Company common stock (the “Guaranteed Stock Consideration”);

1,270,163 shares of Company

common stock (the “Earn-Out Shares”), which shall be subject to forfeiture based on the Surviving Company’s ability

to achieve the target aggregate revenue amount of $8,800,000 during the period commencing on the Closing Date and ending on December

order to preserve the intended U.S.

federal income tax treatment of the Mergers, it is possible that all or a portion of the final payment

under the Note may be made in the form of additional shares of Company common stock, depending on whether and the extent to which any

Earn-Out Shares issued at the First Effective Time are forfeited pursuant to the terms of the Merger Agreement.

acquisition has not yet closed as of the issuance date of these financial statements included in this Quarterly Report.

Components of Results of Operations

5 unchanged sentences

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.

but now expect to generate all of our revenues through Wellgistics Pharmacy, and Wellgistics LLC.

Although Wellgistics Health

19 unchanged sentences

and Marketing Expense

and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation for our business

development team as well as trade events participation, public relations, white paper development, social media, pharmacy trade and patient

materials, advertising, sales collateral, syndicated data fees, and other marketing expenses.

We expect to increase our sales and marketing

activities to grow our customer base and increase market share.

We also expect that our sales and marketing expenses will increase over

time as we continue to hire additional personnel to scale the business.

and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation for our business development

team as well as trade events participation, public relations, white paper development, social media, pharmacy trade and patient materials,

advertising, sales collateral, syndicated data fees, and other marketing expenses.

We expect to increase our sales and marketing activities

to grow our customer base and increase market share.

We also expect that our sales and marketing expenses will increase over time as

we continue to hire additional personnel to scale the business.

and Administrative Expense

1 unchanged sentence

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

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.

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.

and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation

expense) for personnel in executive, finance, accounting, corporate development and other administrative functions.

General and administrative

expenses 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.

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.

Tax (Benefit) Expense

7 unchanged sentences

of Operations

the Three Months Ended June 30, 2025 and 2024

the Three Months Ended September 30, 2025 and 2024

Three Months Ended

September 30,

Cost of revenues

Gross profit (loss)

General and administrative

3 unchanged sentences

Loss from operations

(31,548,329 )

Total other income (expense)

$ (34,318,204 )

$ (1,867,027 )

and Cost of Revenues

revenues were $7,790,865 for the three months ended June 30, 2025, consisting of revenue primarily derived from Wellgistics Pharmacy

operations after the closings of the Wood Sage Acquisition on June 16, 2024 and the Wellgistics Acquisition August 30, 2024.

revenues for the same period was $7,285,113.

Gross profit was $505,752, representing a gross margin of 6.5%.

the three months ended June 30, 2024, the Company earned revenue of $44,540, with cost of revenues of $47,148, resulting in a gross loss

The prior period figures reflect only partial revenue from Wood Sage operations for the period from June 16, 2024 to June 30, 2024,

and do not include any revenue from Wellgistics.

following is a summary of the disaggregation of revenue for the three months ended June 30, 2025 and 2024:

revenues were $3,012,904 for the three months ended September 30, 2025, compared to $5,673,868 for the same period in 2024, representing

a decrease of approximately 47%.

The revenue during the current quarter was primarily derived from operations of Wellgistics Pharmacy,

which was acquired in August 2024.

The decline in revenues was primarily due to the Company’s cash constraints for the majority

of the third quarter, which inhibited the Company’s ability to purchase new inventory and delayed shipments in the distribution

of revenues for the three months ended September 30, 2025, totaled $2,781,892, compared to $5,152,624 for the same period in 2024.

decrease in cost of revenues is due to the lower sales volume during the period.

Gross Profit for the three months ended September 30, 2025, was $231,012, compared to $521,244 for the same period

in 2024, representing a decrease of approximately 56%.

The significant decline in gross profit was primarily attributable to lower revenues resulting from reduced

sales volumes and the Company’s constrained liquidity position, which limited its ability to procure inventory.

following is a summary of the disaggregation of revenue for the three months ended September 30, 2025 and 2024:

Three Months Ended

September 30,

Product revenue - distribution services

2 unchanged sentences

and Administrative Expense

and administrative expenses were $4,859,949 for the three months ended June 30, 2025, compared to $570,408 for the three months

ended June 30, 2024.

The increase was primarily due to the acquisition of Wellgistics LLC in August 2024 and full-scale operations

of the consolidated company in 2025.

General and administrative expenses include personnel costs, and professional fees including

audit, tax and legal.

For the three months ended June 30, 2025, general and administrative expenses also included $870,005 of

non-cash stock-based compensation related to the issuance of restricted common stock to directors, employees, and consultants in

exchange for services rendered.

and administrative expenses were $30,172,800 for the three months ended September 30, 2025, compared to $1,798,641 for the three

months ended September, 2024.

The increase was primarily due to the acquisition of Wellgistics LLC in August 2024 and full-scale

operations of the consolidated company in 2025.

General and administrative expenses include personnel costs, and professional fees

including audit, tax and legal.

For the three months ended September 30, 2025, general and administrative expenses also included

$25,370,523 of non-cash stock-based compensation consist of $24,300,000 related to the accelerated vesting of 9,000,000 restricted

shares granted to the Chief Executive Officer under the Company’s Amended and Restated 2023 Equity Incentive Plan and

$1,070,523 related to the issuance of common stock and restricted stock units to directors, employees, and consultants in exchange

for services rendered.

The Company also recorded a loss of $640,647 related to the satisfaction of its guaranty of a

revolving credit note issued by Tollo Health.

and Marketing Expense

and marketing expenses were $343,383 for the three months ended June 30, 2025, compared to $0 for the same period in 2024.

and marketing expenses were $803,747 for the three months ended September 30, 2025, compared to $0 for the same period in 2024.

increase reflects the Company’s expanded promotional activities and marketing initiatives following the acquisitions of Wood

Sage and Wellgistics LLC.

For the three months ended June 30, 2025, sales and marketing expenses also included $65,217 of non-cash

stock-based compensation

Sage and Wellgistics.

For the three months ended September 30, 2025, Sales and marketing expenses also included $346,000 of non-cash stock-based

compensation related to the issuance of common stock to sales and marketing advisors in exchange for services rendered.

and Amortization

and amortization was $802,796 for the three months ended June 30, 2025, compared to $0 for the three months ended June 30, 2024.

included amortization of $763,065 pertaining to intangible assets identified from acquisitions of Wood Sage and Wellgistics, LLC.

expense of $39,731 relates to fixed assets acquired from the Wellgistics LLC acquisition.

expense was $1,184,040 and $1,309 for the three months ended June 30, 2025 and 2024, respectively.

Interest expense in 2025 was incurred

on Wellgistics Health’s outstanding loans, promissory notes, revolving line of credit and merchant cash advance agreements.

the Six Months Ended June 30, 2025 and 2024

Six Months Ended

and amortization was $802,794 for the three months ended September 30, 2025, compared to $467,423 for the three months ended September

This included amortization of $763,065 pertaining to intangible assets identified from acquisitions of Wood Sage and Wellgistics,

Depreciation expense of $39,729 relates to fixed assets acquired from the Wellgistics acquisition.

expense, net for the three months ended September 30, 2025 included total expense of $2,769,875, compared to $122,207 for the same period

The significant increase was primarily due to interest expense associated with financing activities, a loss on debt extinguishment

related to the Wellgistics acquisition, and a one-time loss on guarantee.

expense was $1,425,307 and $137,614 for the three months ended September 30, 2025 and 2024, respectively.

Interest expense in 2025 was

incurred on Wellgistics Health’s outstanding loans, promissory notes, revolving line of credit, and merchant cash advance agreements.

Company recognized a loss of $1,353,663 for the three months ended September 30, 2025, in connection with the Eighth Amendment to the

Membership Interest Purchase Agreement (“MIPA”) with Wellgistics LLC, executed on July 24, 2025.

Under the amendment, the

Company increased the principal balance of the related promissory note from $15 million to $17.5 million.

The original $15 million promissory

note, including $1,146,337 of accrued interest through July 24, 2025, was derecognized and replaced with a new note recorded at the present

value of its future cash flows.

The resulting difference between the carrying amount of the old debt and the fair value of the new note

was recognized as a loss on debt extinguishment for the period.

the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended

September 30,

Cost of revenues

7 unchanged sentences

$ (73,421,571 )

$ (2,524,474 )

and Cost of Revenues

revenues were $18,654,308 for the six months ended June 30, 2025, consisting of revenue primarily derived from Wellgistics Pharmacy

operations after the closings of the Wood Sage Acquisition on June 16, 2024 and the Wellgistics Acquisition August 30, 2024.

revenues for the same period was $17,455,915.

Gross profit was $1,198,393, representing a gross margin of 6.4%.

the six months ended June 30, 2024, the Company earned revenue of $44,540, with cost of revenues of $47,148, resulting in a gross loss

The prior period figures reflect only partial revenue from Wood Sage operations for the period from June 16, 2024 to June 30, 2024,

and do not include any revenue from Wellgistics, LLC.

following is a summary of the disaggregation of revenue for the six months ended June 30, 2025 and 2024:

Six Months Ended

revenues were $21,667,212 for the nine months ended September 30, 2025, compared to $5,718,408 for the same period in 2024.

in revenues was primarily attributable to 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.

The 2025 period reflects a full

nine months of post-acquisition activity, while the 2024 period included only limited revenues generated during the post-acquisition

period following the August 30, 2024 closing of the Wellgistics acquisition.

of revenues for the nine months ended September 30, 2025 totaled $20,237,807, compared to $5,199,772 for the same period in 2024.

increase primarily reflects the inclusion of cost of sales from the newly acquired subsidiaries and higher purchase volumes associated

with expanded distribution activities.

Gross profit for the nine months ended September 30, 2025, was $1,429,405, compared to $518,636 for the same period

in 2024, representing an increase of approximately 176%.

The increase in gross profit was primarily attributable to the significant rise

in revenues following the inclusion of operations from Wellgistics Pharmacy and Wellgistics Tech & Hub, which were acquired as part

of the Company’s acquisitions of Wood Sage LLC on June 16, 2024, and Wellgistics LLC on August 30, 2024.

The 2025 period reflects

a full nine months of post-acquisition activity, whereas the 2024 period included only limited revenues following the August 2024 acquisition.

Gross margin decreased to 6.6% for the nine months ended September 30, 2025, from 9.1% in the prior-year period.

The significant decline

in gross margin was primarily attributable to lower revenues resulting from reduced sales volumes and the Company’s constrained

liquidity position, which limited its ability to procure inventory.

liquidity constraints and the resulting sales impact were concentrated in the third quarter of 2025, when temporary cash flow shortages

reduced the Company’s purchasing capacity and led to delayed product shipments.

Management expects gross margin to improve as liquidity

stabilizes and inventory purchasing normalizes in subsequent quarter.

following is a summary of the disaggregation of revenue for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

Product revenue - distribution services

2 unchanged sentences

and Administrative Expense

and administrative expenses were $36,032,869 for the six months ended June 30, 2025, compared to $650,172 for the six months ended June

The increase was primarily due to the acquisition of Wellgistics LLC in August 2024 and full-scale operations of the consolidated

company in 2025.

General and administrative expenses include personnel costs, and professional fees including audit, tax and legal.

the six months ended June 30, 2025, general and administrative expenses also included $28,308,643 of non-cash stock-based compensation

related to the issuance of common stock to directors, employees, and consultants in exchange for services rendered.

and administrative expenses were $66,205,669 for the nine months ended September 30, 2025, compared to $2,448,813 for the nine

months ended September, 2024.

The increase was primarily due to the acquisition of Wellgistics LLC in August 2024 and full-scale

operations of the consolidated company in 2025.

General and administrative expenses include personnel costs, and professional fees

including audit, tax and legal.

For the nine months ended September 30, 2025, general and administrative expenses also included

$53,692,827 of non-cash stock-based compensation consist of $24,300,000 related to the accelerated vesting of 9,000,000 restricted

shares granted to the Chief Executive Officer under the Company’s Amended and Restated 2023 Equity Incentive Plan and

$29,392,827 related to the issuance of common stock and restricted stock units to directors, employees, and consultants in exchange

for services rendered The Company also recorded a loss of $640,647 related to the satisfaction of its guaranty of a revolving credit

note issued by Tollo Health, LLC within general and administrative expense.

and Marketing Expense

and marketing expenses were $408,600 for the three months ended June 30, 2025, compared to $0 for the same period in 2024.

and marketing expenses were $1,212,347 for the nine months ended September 30, 2025, compared to $0 for the same period in 2024.

reflects the Company’s expanded promotional activities and marketing initiatives following the acquisitions of Wood Sage and Wellgistics.

For the six months ended June 30, 2025, sales and marketing expenses also included $400,000 of non-cash stock-based compensation.

For the nine months ended September 30, 2025, sales and marketing expenses also included $746,000 of non-cash stock-based compensation.

and Amortization

and amortization was $1,605,668 for the six months ended June 30, 2025, compared to $0 for the six months ended June 30, 2024.

This included

amortization of $1,526,130 pertaining to intangible assets identified from acquisitions of Wood Sage and Wellgistics, LLC.

expense of $79,538 relates to fixed assets acquired from the Wellgistics acquisition.

expense was $2,278,530 and $4,667 for the six months ended June 30, 2025 and 2024, respectively.

Interest expense in 2025 was incurred

on Wellgistics Health’s outstanding loans, promissory notes, revolving line of credit and merchant cash advance agreements.

and amortization was $2,408,462 for the nine months ended September 30, 2025, compared to $467,423 for the nine months ended September

This included amortization of $2,289,194 pertaining to intangible assets identified from acquisitions of Wood Sage and Wellgistics,

Depreciation expense of $119,269 relates to fixed assets acquired from the Wellgistics acquisition.

expenses, net for the nine months ended September 30, 2025 included total expense of $5,024,498, compared to $126,874 for the same period

The significant increase was primarily due to interest expense associated with financing activities, a loss on debt extinguishment

related to the Wellgistics acquisition, and a one-time loss on guarantee.

expense was $3,703,837 and $142,281 for the nine months ended September 30, 2025 and 2024, respectively.

Interest expense in 2025 was

incurred on Wellgistics Health’s outstanding loans, promissory notes, revolving line of credit, and merchant cash advance agreements.

Company recognized a loss of $1,353,663 for the nine months ended September 30, 2025, in connection with the Eighth Amendment to the

Membership Interest Purchase Agreement (“MIPA”) with Wellgistics LLC, executed on July 24, 2025.

Under the amendment, the

Company increased the principal balance of the related promissory note from $15 million to $17.5 million.

The original $15 million promissory

note, including $1,146,337 of accrued interest through July 24, 2025, was derecognized and replaced with a new note recorded at the present

value of its future cash flows.

The resulting difference between the carrying amount of the old debt and the fair value of the new note

was recognized as a loss on debt extinguishment for the period.

and Capital Resources

1 unchanged sentence

investments, development, and expansion of facilities.

We will fund our operations primarily through operating cash flows, the issuance

We will fund our operations primarily through the issuance

of debt and the sale of equity securities.

We expect to generate positive cash flow from the operations in 2025 due to the annual revenue

generated from Wood Sage and Wellgistics LLC.

In order to proceed with our business plan, we may need to raise additional funds through

22 unchanged sentences

Purchase Agreement

of June 30, 2025, the Company had issued a total of 1,155,030 shares of common stock pursuant to put notices under the Hudson EPA, resulting

in net proceeds of $1,149,417.

As of June 30, 2025, the Company had a subscription receivable of $581,595 pertaining to shares issued

under the Equity Purchase Agreement for which proceeds were received in July 2025.

In August 2025, the parties terminated the Hudson EPA.

of September 30, 2025, the Company had issued a total of 3,426,254 shares of common stock pursuant to put notices under the Agreement,

resulting in net proceeds of $2,838,787.

On August 13, 2025, the Company delivered written notice to the Investor of its election to

terminate the Hudson EPA.

2025 Offering

September 29, 2025, the Company filed a prospectus supplement with the U.S.

Securities and Exchange Commission pursuant to Rule 424(b)(5)

in connection with a public offering of 7,142,862 shares of common stock and warrants to purchase up to 7,142,862 shares of common stock.

The warrants are exercisable immediately at $0.70 per share and expire five years from the date of issuance.

As of September 30, 2024,

the Company had issued total of 7,142,862 shares pursuant to this offering generated net proceeds of approximately $4.53 million, after

deducting placement-agent fees and other offering expenses.

Management intends to use the proceeds from the offering to strengthen the

Company’s working capital position, support ongoing operations, fund marketing initiatives, and pursue potential strategic acquisitions.

All warrants remained outstanding as of September 30, 2025.

debt consists of the following:

Merchant cash advance, net of debt discount

Note payable - sellers of Wellgistics

Note payable, net of debt discount

September 30,

Merchant cash advance

Note payable - owners of Wellgistics

Note payable - Integral Health

Note payable - third party, net of debt discount

Revolving line of credit

4 unchanged sentences

Note payable - Integral Health

Note payable - sellers of Wellgistics

Note payable - owners of Wellgistics

Long-term debt

On August 22, 2023, Wood Sage entered into a non-interest

bearing promissory note (“Note”) with Integral Health, a then related party with common ownership and board members, pursuant

to which Integral made a certain loan to Wood Sage in the amount of $1,300,000 to satisfy the purchase price under the agreements by which

Wood Sage acquired Wellgistics Pharmacy and DelivMeds.

No later than 30 days after a change in control to Wood Sage, the aggregate unpaid

principal balance of the Note became due and payable by Wood Sage.

As of the date of these financial statements, the note is still outstanding

and the parties mutually agreed for an extension.

On March 18, 2025, the Company entered into a merchant

cash advance agreement with a third-party lender.

Pursuant to the agreement, the Company received gross funding of $1,900,000 in exchange

for the sale of future receivables totaling $2,840,000.

Of the $1,900,000 in funding, $1,118,250 was directly applied by the lender to

settle existing obligations under a prior agreement with the same lender, effectively refinancing the earlier balance.

The remaining $781,750

was disbursed to the Company for working capital and operational needs.

MCA Agreement resets the Purchased Amount (as defined), repayment terms, and structure under a new contract.

The Company is obligated to remit

weekly payments of $56,800 until the full Purchased Amount of $2,840,000 is repaid.

(“Integral Health”)

August 22, 2023, Wood Sage entered into a non-interest bearing promissory note (“Note”) with Integral Health, a then related

party with common ownership and board members, pursuant to which Integral made a certain loan to Wood Sage in the amount of $1,300,000

to satisfy the purchase price under the agreements by which Wood Sage acquired Wellgistics Pharmacy and DelivMeds.

No later than 30 days

after a change in control to Wood Sage, the aggregate unpaid principal balance of the Note became due and payable by Wood Sage, which

occurred upon the consummation of the Company’s acquisition of Wood Sage.

October 30, 2025, the Company entered into a Debt Conversion Agreement (the “Integra Health DCA”), by and among the Company,

Integra Health Inc., a Florida corporation (“Integra Health”), and WoodSage.

The Integra Health DCA addressed the conversion

of indebtedness in the amount of $1,300,000 due pursuant to a promissory note issued by WoodSage in favor of Integra Health, dated as

of August 22, 2023 (the “ Note ”).

Under the Integra Health DCA, the indebtedness in the among of $1,300,000 was converted

into shares of the Company’s common stock at a price per share of $0.70 for an aggregate number of shares of 1,857,143 in full

satisfaction of the obligations of WoodSage outstanding under the Note.

March 18, 2025, the Company entered into a merchant cash advance agreement with a third-party lender.

Pursuant to the agreement, the

Company received gross funding of $1,900,000 in exchange for the sale of future receivables totaling $2,840,000.

Of the $1,900,000 in

funding, $1,118,250 was directly applied by the lender to settle existing obligations under a prior agreement with the same lender, effectively

refinancing the earlier balance.

The remaining $781,750 was disbursed to the Company for working capital and operational needs.

MCA Agreement resets the Purchased Amount, repayment terms, and structure under a new contract.

The Company is obligated to remit weekly

payments of $56,800 until the full Purchased Amount of $2,840,000 is repaid.

Company accounts for the merchant cash advance as a debt obligation.

The Company recorded a liability equal to the

On restructuring, the Company recorded a liability equal to the

full Purchased Amount of $2,840,000, with a corresponding debt discount of $940,000 representing the difference between the repayment

obligation and the net proceeds received.

The debt discount will be amortized to interest expense over the term of the arrangement.

of June 30, 2025, the carrying amount of the loan, net of the remaining unamortized discount of $552,943, was $1,548,657.

May 14, 2025, the Company entered into a Business Loan and Security Agreement with Agile Capital Funding, LLC for a principal amount of $756,000.

The Company received

$500,000 in cash proceeds and recorded a debt discount of $256,000.

The loan does not bear a stated interest rate;

instead, the debt

discount represents the implied borrowing cost.

The loan matures in December 2025, and is repayable in weekly installments of $27,000.

The loan is secured by certain assets of the Company not otherwise secured in its other

financing arrangements and was used for general working capital purposes.

The Company is amortizing the debt discount using the effective

interest method over the 28 week term.

Amortization of debt discount recorded to interest expense was $45,542

for the three and six months ended June 30, 2025.

As of June 30, 2025, the carrying amount of the loan, net of the remaining unamortized discount of $210,458, was $464,542.

June 25, 2025, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Agile Capital Funding, LLC

for a total purchased amount of $367,200.

The Company received $255,000 in cash proceeds and recorded a debt discount of $112,200.

The agreement assigns 15% of proceeds of future sales to the buyer, with weekly repayment installments of $13,144 over 28 weeks

based on estimated average monthly sales projections.

Proceeds were used for general working capital purposes.

The Company is

amortizing the debt discount using the effective interest method over the 28 week term.

As of June 30, 2025, the carrying amount of

the arrangement, net of the remaining unamortized discount of $112,200, was $238,824.

payable – owners of Wellgistics, LLC

August 23, 2024, the Company and the sellers of Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA.

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 IPO registration statement becomes effective.

For 2025, the interest rate was 7.5%.

the three and six months ended June 30, 2025, the Company recorded interest expense of $318,750 and $637,500, respectively, pertaining

As of June 30, 2025 and December 31, 2024, accrued interest on the note totaled $1,062,500 and $425,000 respectively, and is included in accrued expenses and other current liabilities on

the accompanying condensed consolidated balance sheets.

of June 30, 2025, $5,000,000 was included as a current liability on the consolidated balance sheet and the remaining $10,000,000 was

classified as non-current.

During the nine months ended September 30, 2025, the Company made repayments totaling $1,147,363.

After considering the net proceeds received

of $781,750, the Company recorded a net repayment of $365,613 for the period.

In connection with the refinancing of the prior MCA arrangement,

the Company recognized a non-cash charge of $205,261 related to the write-off of the remaining unamortized debt discount.

is included in interest expense and presented as a non-cash adjustment within the operating section of the Company’s Statement of

The debt discount is being amortized to interest expense over the term of the arrangement.

the three and nine months ended September 30, 2025, interest expense recorded was $281,091 and $668,148, respectively.

As of September

30, 2025, the carrying amount of the loan, net of the remaining unamortized discount of $271,852, was $ 1,154,148.

August 26, 2025, the Company entered into a Business Loan and Security Agreement with Agile Capital Funding, LLC (as Collateral Agent)

and Agile Lending, LLC (as Lead Lender) for a secured term loan of $1,300,000 (the “Agile Term Loan”).

The loan bears an

imputed interest charge of $572,000, resulting in a total repayment obligation of $1,872,000, payable in weekly installments of $58,500

commencing September 3, 2025 through April 8, 2026.

The loan carries an effective borrowing cost and does not bear a separately stated

interest rate.

inception, the Company received net proceeds of $500,074 after deduction of (i) repayment of the prior Agile loans originated

in May 2025, $459,300 and June 2025, $275,626, and (ii) an administrative agent fee of $65,000.

Accordingly, the Company recorded a debt

discount of $637,000, representing the difference between the total repayment obligation and the proceeds received.

The debt discount

is being amortized to interest expense using the effective interest method over the 32-week term of the loan.

During the nine months ended September 30, 2025, the Company received total cash proceeds of $1,250,074 from Agile loan arrangements,

consisting of proceeds from loans originated in May 2025, July 2025, and August 2025.

Total repayments made during the period were $318,260,

resulting in net cash received of $931,814, which is presented within financing activities in the Company’s Statement of Cash Flows.

In connection with the repayment of the May and July 2025 Agile loans, the Company recognized a non-cash charge of $201,110 related to

the write-off of the remaining unamortized debt discount.

This amount is included in interest expense and presented as a non-cash adjustment

within the operating section of the Statement of Cash Flows.

For the three and nine

months ended September 30, 2025, the Company recorded interest expense $131,924 and $508,686, respectively.

As of September 30, 2025,

the carrying amount of the loan, net of the remaining unamortized discount of $505,076, was $ 1,132,924.

payable – sellers of Wellgistics, LLC

August 23, 2024, Wellgistics Health and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA.

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 instalments commencing on the first anniversary of the date that registration statement

becomes effective.

July 24, 2025, the parties executed the Eighth Amendment to the MIPA, which increased the principal amount of the promissory note from

$15.0 million to $17.5 million, modified the repayment schedule $5,000000 principle shall be payable on the first and second anniversaries

and $7,500,000 principal shall be payable on the third anniversary, of the effective date of Promissory Note, and resulted in an accounting

extinguishment of the original note.

As part of the modification, accrued interest of $1,146,337 on the original note was derecognized,

and the Company recorded a non-cash loss on debt extinguishment of $1,353,663.

the three and nine months ended September 30, 2025, the Company recorded total interest expenses of $277,123 related to the amended note.

As of September 30, 2025, accrued interest on the note totaled $277,123, which is included in accrued expenses and other

current liabilities on the accompanying condensed consolidated balance sheet.

As of September 30, 2025, $5,000,000 of the the amended note was included as a current liability on the consolidated balance

sheet and the remaining $12,359,882 was classified as non-current.

Payable – Third party

6 unchanged sentences

the remaining $33,411 recognized as a debt discount.

For the three months ended June 30, 2025, the Company recorded interest

expense of $11,210 and amortization of debt discount of $11,304 related to this note.

For the six months ended June

30, 2025, the Company recorded total interest expense of $22,021 and amortization of debt discount of $33,411.

30, 2025, accrued interest payable on this note was $22,021, and the outstanding principal of $448,411 is classified under

current liabilities.

As of the issuance date of these financial statements, the parties are

currently working on an extension.

For the three and nine months ended September 30, 2025, the Company recorded interest

expense of $11,210 and $33,232, respectively.

For the same periods, the Company recognized amortization of debt discount of $0 and $33,41,1

related to this promissory note.

As of September 30, 2025, accrued interest payable on this note was $33,232 and the outstanding principal

of $448,411 is classified under current liabilities.

As of the issuance date of these financial statements, the parties are currently

working on an extension.

February 2, 2025, the Company entered into an unsecured promissory note agreement for a principal amount of $100,000.

2 unchanged sentences

of default, interest accrues at a default rate of 12% per annum.

For the three months ended June 30, 2025, the Company recorded interest

expense of $2,500 related to this note.

For the six months ended June 30, 2025, the Company recorded total interest expense

As of June 30, 2025, accrued interest payable on this note was $4,062, and the outstanding principal of $100,000 is

classified under current liabilities.

As of the issuance date of these financial statements, the parties are

currently working on an extension.

On February 2, 2025, the Company entered into another unsecured promissory

note agreement in the principal amount of $100,000.

The promissory note bears interest at a rate of 10% per annum, with both principal

and accrued interest due in full on August 15, 2025.

In the event of default, interest accrues at a default rate of 12% per annum.

the six months ended June 30, 2025, the Company recorded interest expense of $4,062 related to this promissory note.

As of June 30, 2025,

the outstanding principal of $100,000 is classified under current liabilities.

As of the issuance date of these financial statements,

the parties are currently working on an extension.

Note Payable – Related Party

On April 7, 2025, the Company issued an unsecured

promissory note (the “April 2025 Note”) to Sansur Associates, LLC, a related party entity beneficially owned by Surendra Ajjarapu,

the Chairman of the Company’s Board of Directors, in the principal amount of $500,000.

The April 2025 Note bears interest at a rate

of 10% per annum and matures on October 7, 2025.

The Company may prepay any portion of the outstanding principal and accrued interest

at any time without penalty.

In the event of a default, the note provides for acceleration of the outstanding balance and an increase

in the interest rate to 12% per annum.

As of June 30, 2025, the principal amount had not been funded and no interest expense had accrued.

The April 2025 Note was subsequently canceled in August 2025.

line of credit

In November 2024, the Company entered into a new credit agreement for a

line of credit of $10,000,000.

The new line of credit has interest annual rate equal to the Term SOFR plus 11.5% , calculated and prorated

For the three and nine months ended September 30, 2025, the Company

recorded interest expense of $2,500 and $6,562 related to this note.

As of September 30, 2025, accrued interest payable on this note

was $6,562, and the outstanding principal of $100,000 is classified under current liabilities.

February 2, 2025, the Company entered into another unsecured promissory note agreement a principal amount of $100,000.

The promissory

note bears interest at a rate of 10% per annum, with both principal and accrued interest due in full on August 15, 2025.

of default, interest accrues at a default rate of 12% per annum.

For the three and nine months ended September 30, 2025, the Company

recorded interest expense of $2,500 and $6,562 related to this note.

As of September 30, 2025, accrued interest payable on this note

was $6,562, and the outstanding principal of $100,000 is classified under current liabilities.

As of September 30, 2024, the $100,000 short-term

note entered into in September 2023 with third party investor remains outstanding.

The note bears interest at 8% per annum and provides

that the lender will be issued 35,000 shares of common stock upon the consummation of a SPAC transaction or merger.

For the three and

nine months ended September 30, 2024, the Company recorded interest expense of $2,000 and $6,000, respectively related to this note.

of September 30, 2025, accrued interest payable on this note was $17,666, and the outstanding principal of $100,000 is classified under

non-current liabilities.

line of credit – Wellgistics

November 2024, Wellgistics, LLC entered into a new credit agreement with for a line of credit of $10,000,000.

The new line of credit

has interest annual rate equal to the Term Secured Overnight Financing Rate (“SOFR”) plus 11.5%, calculated and prorated

daily on the daily balance (an aggregate rate of 16.84% per annum).

The line of credit is collateralized by accounts receivable and inventory

Interest related to the line of credit amounted to $332,439 and $614,199 for the three and six months ended June 30, 2025, respectively.

The outstanding balance on the line of credit as of June 30, 2025 and December 31, 2024 was $3,979,766 and $5,531,260, respectively, which

is included as a current liability on the consolidated balance sheet.

Interest expense related to the line of credit amounted to $262,558 and $876,757 for the three and nine months ended September

30, 2025, respectively.

The outstanding balance on the line of credit as of September 30, 2025 and December 31, 2024 was $2,973,751 and

$5,531,260 respectively, which is included as a current liability on the condensed consolidated balance sheet.

Promissory Note - Wellgistics

May 2022, the Company entered into a promissory note agreement in the amount of $1.2 million.

May 2022, Wellgistics, LLC entered into a promissory note agreement in the amount of $1.2 million.

The promissory note was part of the

consideration to the seller in connection with its acquisition of American Pharmaceutical Ingredients, LLC (a subsidiary of Wellgistics

The promissory note bore interest at a rate of 2% per annum and scheduled to mature on April 1, 2025.

Company assumed this debt as part of the Wellgistics Acquisition.

As of June 30, 2025, the promissory note had been fully repaid,

The promissory note bore interest at a rate of 2% per annum and was scheduled to mature on April 1, 2025.

Company assumed this debt as part of the acquisition of Wellgistics.

As of September 30, 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 six months ended June 30, 2025.

Interest expense related to the promissory note was

immaterial for the nine months ended September 30, 2025.

following table is a summary of annual principal payments of the Company’s outstanding debt:

2025 (remaining three months)

intend to retain future earnings, if any, for future operations, expansion and debt repayment (if any) and we have no current plans to

6 unchanged sentences

following table summarizes our cash flows from operating, investing, and financing activities :

cash (used in) provided by operating activities

Nine Months Ended

September 30,

Net cash (used in) provided by operating activities

$ (4,561,776 )

cash used in investing activities

cash provided by financing activities

change in cash and cash equivalents

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

from operating activities

Net cash used in operating activities for the six months ended June 30,

2025 was $3,426,447, primarily due to our net loss of $39,103,367, partially offset by non-cash expenses of $30,548,175 and $5,128,743

in cash provided in operating assets and liabilities.

Non-cash expenses was driven by stock-based compensation of $28,708,643.

Cash provided

by operating assets and liabilities was primarily driven by an increase in accounts payable of $3,141,895.

cash provided by operating activities for the six months ended June 30, 2024 was primarily a result changes in operating assets and liabilities

of $1,005,846, partially offset by our net loss of $657,447 and non-cash expenses of $12,794.

cash used in operating activities for the nine months ended September 30, 2025 was $4,561,776, primarily due to our net loss of

$72,981,336, partially offset by non-cash expenses of $58,906,317 and $9,953,478 in cash provided in operating assets and

Non-cash expenses was primary driven by stock-based compensation of $54,438,827, loss on debt extinguishment of

$1,353,663, and amortization of intangible assets of $2,289,194.

Cash provided by operating assets and liabilities was primarily

driven by an increase in accounts payable of $4,101,943 and decrease in accounts receivable of $1,359,834, partially offset by

decreases in inventories and increase in accrued expenses.

cash provided by operating activities for the nine months ended September 30, 2024 was primarily a result changes in operating assets

and liabilities of $3,429,169, partially offset by our net loss of $2,524,474 and non-cash expenses of $494,089.

from investing activities

cash used in investing activities for the six months ended June 30, 2025, was $405,059 due to expenditures made for capitalized software.

cash used in investing activities for the nine months ended September 30, 2025, was $626,144 due to expenditures made for capitalized

from financing activities

Net cash provided by financing activities

for the six months ended June 30, 2025, was $3,223,112.

This was primarily driven by gross proceeds of $4,000,000 from the issuance of

common stock in our IPO, $567,722 from common stock issuances under our equity purchase agreement, $615,000 from promissory notes, and

$234,157 in net proceeds from a merchant cash advance.

These inflows were partially offset by $1,208,498 in offering costs, as well as

repayments of a note payable and revolving line of credit.

Net cash used in financing activities

for the six months ended June 30, 2024 consists of $10,000 in proceeds from common stock to be issued, and $288,037 in offering costs

cash provided by financing activities for the nine months ended September 30, 2025, was $8,388,250.

This was primarily driven by gross

proceeds of $4,000,000 from the issuance of common stock in our IPO, $4,534,053 from the September 2025 public offerings, $2,838,787

from common stock issuances under our equity purchase agreement, $615,000 from promissory notes, and $931,814 from the AGILE debt

modification and $20,070,000 from revolving line of credit.

These inflows were partially offset by $1,471,141 in offering costs, as well

as repayments totaling $22,993,122, which included repayments of the revolving line of credit and merchant cash advance.

cash used in financing activities for the nine months ended September 30, 2024 consists of $10,000 Founder’s initial contribution,

and $283,518 in offering costs incurred.

Sheet Arrangements

35 unchanged sentences

been given terms extending out to 45 days.

Wellgistics, LLC provides distribution and third party logistics services

to both pharmaceutical manufacturers and independent retail pharmacies.

Company recognizes revenue when goods are delivered to the customer.

LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies.

The Company recognizes revenue when goods are delivered to the customer.

The gross product revenues are subject to a variety of deductions,

46 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis