What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-20 compared with 2025-03-25 · 42 added, 38 removed, 539 unchanged (13% of the section changed)

39 unchanged sentences

purchase price that we agreed to pay Wellgistics LLC under the revised agreement consists of:

closing cash payment of $10 million, $1 million of which was payable in immediately available funds to Zions Bank, a creditor of

Wellgistics LLC, by wire transfer, and the remainder of which was initially due no later than the earlier of 45 calendar days following

effectiveness of this registration statement and August 30, 2025;

closing cash payment of $10 million, $1 million of which is payable in immediately available funds to Zions Bank, a creditor of Wellgistics

LLC, by wire transfer, and the remainder of which is due no later than the earlier of 45 calendar days following effectiveness of

this registration statement and August 30, 2025;

promissory note in the aggregate principal amount of $15 million plus simple interest accruing annually equal to the “Prime

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while providing partners with ready-to-go market solutions with big data.

Data released from

the Centers for Medicare & Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to $4.5 trillion

dollars and accounted for 17.3% of GDP.

A deeper dive of this report reveals that total retail prescription drug specialty drug market

accounts for less than 10% of total drugs in the market but is responsible for greater than 50% of the prescription drug spend per annum.

It is well documented in the literature that the with an expected increase in the health spending share of GDP to 19.7% by 2032.

2024 report on medicine spending trends found that overall spending in the U.S.

market for medicines reached $435 billion in 2023.

evaluating reasons for increased healthcare expenditure, poor medication adherence continues to be a challenge that causes unnecessary

strain on the healthcare system, including, but not limited to, increased hospital admissions and readmissions rates from medication

non-compliance and adverse events.

Many of these factors are preventable by empowering patient autonomy in their healthcare journey,

identifying cost savings opportunities, and providing access to clinical resources and support.

released from the Centers for Medicare & Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to

$4.5 trillion dollars and accounted for 17.3% of GDP.

A deeper dive of this report reveals that total retail prescription drug specialty

drug market accounts for less than 10% of total drugs in the market but is responsible for greater than 50% of the prescription drug

spend per annum.

It is well documented in the literature that the with an expected increase in the health spending share of GDP to 19.7%

IQVIA’S 2024 report on medicine spending trends found that overall spending in the U.S.

market for medicines reached $435

billion in 2023.

After evaluating reasons for increased healthcare expenditure, poor medication adherence continues to be a challenge

that causes unnecessary strain on the healthcare system, including, but not limited to, increased hospital admissions and readmissions

rates from medication non-compliance and adverse events.

Many of these factors are preventable by empowering patient autonomy in their

healthcare journey, identifying cost savings opportunities, and providing access to clinical resources and support.

management believes that we will be in a prime position to address prescription spending in the “specialty lite” therapy

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categories, including services such as care coordination and patient financial assistance.

We anticipate that potential partner relationships

We anticipates that potential partner relationships

will enable the pharmacy business to offer a competitive cash formulary as an alternative option when high insurance deductibles make

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exclusive or semi-exclusive relationships based on a time period to support revenue maximization.

We anticipate that new partnerships

We anticipates that new partnerships

with group purchasing organizations “GPOs” will be effective, as such partnerships increase the business division’s

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LLC provides distribution and 3PL services to both pharmaceutical manufacturers and independent retail pharmacies.

manufacturing relationships, Wellgistics LLC identifies niche therapeutic products and works with its manufacturing clients to

increase market access and visibility of its client relationships with product awareness and support campaigns.

Specifically,

Wellgistics LLC helps promote product distribution through its network of pharmacy buyers by providing sales and marketing support.

These services include providing product education, identifying opportunities for therapeutic substitution when clinically relevant,

and cost savings opportunities for pharmacies and their patients.

Wellgistics LLC’s portfolio of products is comprised of

approximately 65% topical generics with a primary focus on the dermatology market, approximately 20% oral generic formulations

primarily in the non-narcotic pain category, approximately 10% oral and topical brand formulations, and approximately 5% in the

over-the-counter market space.

Wellgistics LLC’s investments in cold chain infrastructure will position this division to

compete in the specialty-lite therapy category while also expanding our ability to house additional branded products.

provided to our manufacturing clients, pharmacy buyers, and other constituents described below are paramount to the revenue

generated from this division.

With over 60 manufacturing

relationships, Wellgistics LLC identifies niche therapeutic products and works with its manufacturing clients to increase market access

and visibility of its client relationships with product awareness and support campaigns.

Specifically, Wellgistics LLC helps promote

product distribution through its network of pharmacy buyers by providing sales and marketing support.

These services include providing

product education, identifying opportunities for therapeutic substitution when clinically relevant, and cost savings opportunities for

pharmacies and their patients.

Wellgistics LLC’s portfolio of products is comprised of approximately 65% topical generics with

a primary focus on the dermatology market, approximately 20% oral generic formulations primarily in the non-narcotic pain category, approximately

10% oral and topical brand formulations, and approximately 5% in the over-the-counter market space.

Wellgistics LLC’s investments

in cold chain infrastructure will position this division to compete in the specialty-lite therapy category while also expanding our ability

to house additional branded products.

The services provided to our manufacturing clients, pharmacy buyers, and other constituents described

below are paramount to the revenue generated from this division.

LLC’s wholesale services include:

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The Wellgistics LLC main office is located in Tampa, Florida,

which serves as the primary location for Wellgistics Health’s sales and customer service team members operate in a hybrid model, with

some working in Florida and others working remote.

This segment is dedicated to supporting independent retail pharmacies in search of

competitive pricing, unique products, and exceptional services, ensuring their growth and sustainability within the competitive pharmaceutical

which serves as the primary location for Wellgistics Health’s sales and customer service team members operate in a hybrid model,

with some working in Florida and others working remote.

This segment is dedicated to supporting independent retail pharmacies in

search of competitive pricing, unique products, and exceptional services, ensuring their growth and sustainability within the competitive

pharmaceutical sector.

Wellgistics LLC’s 3PL segment focuses on providing various services, including warehousing, inventory management,

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DelivMeds integrates with pharmacies’ PMS systems in conjunction with workflow processes to

provide an interoperable solution, resolves prior authorizations before the prescription is sent to pharmacy, provides copay collection

which is 100% pass through and coordinating the order delivery;

provide an interoperable solution, resolves PAs before the prescription is sent to pharmacy, provides copay collection which is 100%

pass through and coordinating the order delivery;

Participation in the network will enable pharmacies to receive additional prescriptions outside of their normal patient

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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-K

Item 1. Business