What changed in this filing

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Item 1A. Risk Factors

2026-03-20 compared with 2025-03-25 · 151 added, 113 removed, 1775 unchanged (13% of the section changed)

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employees wrongfully use or disclose Wellgistics Health’s trade secrets.

Health incurs increased costs as a result of operating as a public company, and its management will devote substantial time to compliance

with its public company responsibilities and corporate governance practices.

Health will incur increased costs as a result of operating as a public company, and its management will devote substantial time to

compliance with its public company responsibilities and corporate governance practices.

Health’s management team has limited experience managing a public company.

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volume of Wellgistics Health’s securities could decline.

can be no assurance that Wellgistics Health common stock will be able to comply with the continued listing standards of the Capital

Market tier of The Nasdaq Stock Market LLC (“Nasdaq”).

common stock is publicly traded and may be subject to the penny stock rules which may make it more difficult to sell our common stock.

can be no assurance that Wellgistics Health Common Stock will be approved for listing on Nasdaq or, if approved, will continue to

be so listed, or that Wellgistics Health will be able to comply with the continued listing standards of Nasdaq.

and when our Common Stock is publicly traded, it may be subject to the penny stock rules which may make it more difficult to sell

our Common Stock.

active market for Wellgistics Health’s securities may not develop, which would adversely affect the liquidity and price of

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challenges in forecasting accuracy;

new or adverse regulatory developments affecting aspects of the healthcare industry.

Further, because we depend, in part, on market acceptance

of our newer and future products and services, it is difficult to evaluate trends that may affect our business and whether our expansion

will be profitable.

If we have difficulty launching new products or services, then our reputation may be harmed and our business, financial

condition and results of operations may be adversely affected.

If our assumptions regarding these and other similar risks and uncertainties

that relate to our business, which we use to plan our business, are incorrect or change as we gain more experience operating as a combined

company, or if we do not address these challenges successfully, our operating and financial results could differ materially from our

expectations and our business could suffer.

new or adverse regulatory developments affecting aspects of the aerospace and defense industry.

Further, because we depend, in part,

on market acceptance of our newer and future products and services, it is difficult to evaluate trends that may affect our business and

whether our expansion will be profitable.

If we have difficulty launching new products or services, then our reputation may be harmed

and our business, financial condition and results of operations may be adversely affected.

If our assumptions regarding these and other

similar risks and uncertainties that relate to our business, which we use to plan our business, are incorrect or change as we gain more

experience operating as a combined company, or if we do not address these challenges successfully, our operating and financial results

could differ materially from our expectations and our business could suffer.

Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health

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The latter does not account for other

costs associated with medication dispensing noted in this “ Risk Factors” section which clearly demonstrates further

strain to gross profit margin on prescription-related fills.

costs associated with medication dispensing noted in this “Risk Factors” section which clearly demonstrates further strain

to gross profit margin on prescription-related fills.

a decrease in the number or magnitude of significant new brand name drugs or generics successfully introduced, delays in their introduction,

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At the regional level, Wellgistics Health

has seen the emergence of companies like Cule, Alto, and many others outlined below looking to penetrate markets and gain access to lives

by looking for additional points of differentiation.

The competitive healthcare landscape along with macroeconomic pressures has also

seen increased chapter 11 filings for bankruptcy and or other means of dissolution including Medley, NowRx, AmazonCare, Haven (i.e.,

has seen the emergence of companies like Capsule, Alto, and many others outlined below looking to penetrate markets and gain access to

lives by looking for additional points of differentiation.

The competitive healthcare landscape along with macroeconomic pressures has

also seen increased chapter 11 filings for bankruptcy and or other means of dissolution including Medley, NowRx, AmazonCare, Haven (i.e.,

joint venture of Amazon, Berkshire Hathaway, and JPMorgan Chase) over recent years.

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Wellgistics Health is seeing a complete paradigm shift, as consumer sentiment and behavior has moved towards mobile application

The COVID-19 pandemic was an accelerant, and Wellgistics Health expects this pace of increase exponentially.

Consumers are now able

to have more have more and more services delivered to their homes or work and more recently Wellgistics Health is seeing this same push

with healthcare services.

Moreover, prescription related deliveries have become the new normal versus waiting for pharmacy pick-up which

is often not as efficient or convenient for this everchanging mindset and expectation of the consumer.

The COVID-19 pandemic was the accelerant, and Wellgistics Health expects this pace of increase exponentially.

Consumers are now

able to have more have more and more services delivered to their homes or work and more recently Wellgistics Health is seeing this same

push with healthcare services.

Moreover, prescription related deliveries have become the new normal versus waiting for pharmacy pick-up

which is often not as efficient or convenient for this everchanging mindset and expectation of the consumer.

order to be successful with executing on this service delivery, Wellgistics Health’s strategy must offer enhanced value services

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Health’s business operations, financial condition and results of operations could be materially and adversely impacted.

common stock is subject to a Nasdaq minimum bid price deficiency notice, and failure to regain compliance could result in the delisting

of our common stock from The Nasdaq Capital Market.

December 10, 2025, we received a deficiency letter from the Nasdaq Listing Qualifications Staff notifying us that the closing bid price

of our common stock had fallen below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant

to Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive business day period between October 27, 2025 and December 9, 2025.

We were granted

an initial compliance period of 180 calendar days, or until June 8, 2026, to regain compliance with the Bid Price Rule.

regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business

days prior to June 8, 2026.

If we do not regain compliance within the initial compliance period, we may be eligible for an additional

180-day compliance period, provided we meet all applicable continued listing requirements and notify Nasdaq of our intention to cure

the deficiency, including through a reverse stock split if necessary.

If we are unable to regain compliance during any applicable compliance

period, our common stock will be subject to delisting from The Nasdaq Capital Market, at which point we may appeal the delisting determination

to a Nasdaq hearings panel.

delisting of our common stock from The Nasdaq Capital Market could have significant adverse consequences, including:

reduction in the liquidity and market price of our common stock;

limited availability of market quotations for our common stock;

reduced level of trading activity in the secondary market for our common stock;

diminished ability to raise additional capital through equity offerings on favorable terms,

potential loss of confidence by customers, suppliers, employees, and business partners;

difficulties in retaining or attracting key personnel.

our common stock were delisted, it may be traded on the OTC Markets or another over-the-counter trading platform, which could further

reduce liquidity and investor confidence.

There can be no assurance that we will regain compliance with the Bid Price Rule, that we will

remain eligible for any additional compliance period, or that we will maintain compliance with any other Nasdaq continued listing requirements.

The outcome of any appeal to a Nasdaq hearings panel, if necessary, is uncertain.

We are involved in litigation

with former management relating to equity awards, and the outcome of this matter could adversely affect our financial condition.

We have initiated litigation

against certain former members of management seeking, among other things, rescission and cancellation of certain equity awards and related

arrangements.

As of December 31, 2025, obligations associated with these arrangements are reflected as liabilities on our balance sheet

in the aggregate amount of approximately $[17.5 million].

Litigation is inherently uncertain,

and we cannot predict the outcome or timing of this matter.

If we are unsuccessful, we may be required to satisfy these obligations, which

could have a material adverse effect on our financial condition, liquidity and results of operations.

In addition, the litigation process

may result in significant legal expenses and diversion of management’s attention.

Although a favorable outcome could

result in the reversal of all or a portion of these liabilities, no assurance can be given that we will prevail.

Relating to Wellgistics Health’s Operations

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of investors.

directors and officers, including Brian Norton, Chief Executive Officer, and Vishnu Balu, Chief Financial Officer, have years of significant

experience in the pharmaceutical industry and other sectors related to our business.

Our success depends upon the continued service of

these directors and officers.

The loss of any of these directors and officers might significantly delay or prevent the achievement of

our business objectives and could materially harm our business, financial condition and results of operations.

directors and officers, have years of significant experience in the pharmaceutical industry and other sectors related to our business.

Our success depends upon the continued service of these directors and officers.

The loss of any of these directors and officers might

significantly delay or prevent the achievement of our business objectives and could materially harm our business, financial condition

and results of operations.

to renew facility leases in a timely manner could have an adverse impact on Wellgistics Health’s business operations.

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Health’s pharmacy division has the equivalent of 32 state board of pharmacy licenses along with the District of Columbia.

Many of these licenses include the ability to dispense controlled substance with only a few states retaining waivers for exemption.

pharmacy will also have a Florida state Medicaid contract, several National Provider Identifier numbers, and a Drug Enforcement Agency

(“DEA”) certificate.

The pharmacy formerly had accreditation status with Accreditation Commission for Health Care (“ACHC”)

and URAC as a specialty pharmacy and plans on pursing reaccreditation along with URAC Small Business Mail Order accreditation.

will retain all major PBM/payor direct contracts with little to no restrictions.

The pharmacy will be affiliated with Elevate as its

Pharmacy Services Administration Organization to provide the relevant minor PBM contracts.

of these licenses include the ability to dispense controlled substance with only a few states retaining waivers for exemption.

will also have a Florida state Medicaid contract, several National Provider Identifier numbers, and a Drug Enforcement Agency (“DEA”)

The pharmacy formerly had accreditation status with Accreditation Commission for Health Care (“ACHC”) and URAC

as a specialty pharmacy and plans on pursing reaccreditation along with URAC Small Business Mail Order accreditation.

The pharmacy will

retain all major PBM/payor direct contracts with little to no restrictions.

The pharmacy will be affiliated with Elevate as its Pharmacy

Services Administration Organization to provide the relevant minor PBM contracts.

ability to retain all of these state board, federal, and PBM/payor contracts through the renewal process while expanding Wellgistics

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Wellgistics Health has a relationship with HD Smith and Scienture Holdings, Inc.

(f/k/a TRxADE Health, Inc.) (“Scienture”)

to acquire products via the secondary channel.

This is seen as a potential risk for the business as the secondary channel providers often

do not provide full spectrum catalogs and more specifically used to assist with cost savings opportunities through the purchase of short-dated

products and or access to specialty or niche therapeutic category products.

Consequently, Wellgistics Health’s business may be

adversely affected by any operational, financial or regulatory difficulties that these wholesalers or pharmaceutical manufacturers experience,

including those resulting from COVID-19.

For example, if operations are seriously disrupted for any reason, whether due to a natural

disaster, pandemic, labor disruption, regulatory action, computer or operational systems or otherwise, it could adversely affect Wellgistics

Health’s business and Wellgistics Health’s results of operations.

(f/k/a TRxADE Health,

Inc.) (“Scienture”) to acquire products via the secondary channel.

This is seen as a potential risk for the business as the

secondary channel providers often do not provide full spectrum catalogs and more specifically used to assist with cost savings opportunities

through the purchase of short-dated products and or access to specialty or niche therapeutic category products.

Consequently, Wellgistics

Health’s business may be adversely affected by any operational, financial or regulatory difficulties that these wholesalers or

pharmaceutical manufacturers experience, including those resulting from COVID-19.

For example, if operations are seriously disrupted

for any reason, whether due to a natural disaster, pandemic, labor disruption, regulatory action, computer or operational systems or

otherwise, it could adversely affect Wellgistics Health’s business and Wellgistics Health’s results of operations.

Health’s distribution agreement with AmerisourceBergen is subject to early termination in certain circumstances and, upon the expiration

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and eliminates chargebacks.

Now that the Wellgistics Acquisition has closed, Wellgistics Health’s warehouse’s distribution

Now that the Wellgistics LLC Acquisition has closed, Wellgistics Health’s warehouse’s distribution

capabilities assist manufacturers with preventing inventory loss in the form of having to sell short-dated products at a lower margin

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Wellgistics Health management has a relationship with PrimeRx MARKET and Pioneer Rx.

Wellgistics Health believes that these relationships

could provide access to more than 16,500 pharmacies using a wide array of pharmacy management software systems which accounts for 87%

of the independent PMS.

Wellgistics Health believes that these

relationships could provide access to more than 16,500 pharmacies using a wide array of pharmacy management software systems which accounts

for 87% of the independent PMS.

Through Wellgistics Health’s fax modality integrations and solutions for data capture for non-integrated

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payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment.

Health will not store credit card information on file for Wellgistics Health’s mobile technology to remain in payment card industry compliance, however,

Health will not store credit card information on file for Wellgistics Health’s mobile technology to remain in PCI compliance, however,

Wellgistics Health’s other business entities may store this information on file for clients, partners, and vendors.

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In addition, Wellgistics Health’s reputation could suffer, and Wellgistics Health’s customers could lose confidence

in certain payment types, which could result in higher costs and/or reduced sales and materially and adversely affect Wellgistics Health’s results of operations.

in certain payment types, which could result in higher costs and/or reduced sales and materially and adversely affect Wellgistics Health’s

results of operations.

Related to Financial and Accounting Matters

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Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets, including goodwill.

a result of the Wood Sage Acquisition and the Wellgistics Acquisition, Wellgistics Health has significant goodwill and other

acquired intangible assets on its consolidated balance sheet.

Goodwill and intangible assets, net, accounted for approximately

64% of the total assets on its consolidated balance sheet as of December 31, 2024.

Wellgistics Health tests goodwill for

impairment annually as of December 31 of each year and Wellgistics Health tests goodwill and intangible assets, net, for impairment at

other times if events have occurred or circumstances exist that indicate the carrying value of such assets may no longer be recoverable.

It is possible Wellgistics Health may incur impairment charges in the future, particularly in the event of a prolonged economic recession

or loss of a key client or clients.

A significant non-cash impairment could have a material adverse effect on Wellgistics Health’s

results of operations.

a result of the Wood Sage Acquisition and the Wellgistics Acquisition, Wellgistics Health has significant goodwill and other acquired

intangible assets on its consolidated balance sheet.

Goodwill and intangible assets, net, accounted for approximately 80% of the total

assets on its consolidated balance sheet as of December 31, 2025.

Wellgistics Health tests goodwill for impairment annually as of December

31 of each year and Wellgistics Health tests goodwill and intangible assets, net, for impairment at other times if events have occurred

or circumstances exist that indicate the carrying value of such assets may no longer be recoverable.

It is possible Wellgistics Health

may incur impairment charges in the future, particularly in the event of a prolonged economic recession or loss of a key client or clients.

A significant non-cash impairment could have a material adverse effect on Wellgistics Health’s results of operations.

Health’s level of debt may negatively impact its liquidity, restrict its operations and ability to respond to business opportunities,

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Information Privacy and Security Standards

privacy and data security regulations under HIPAA, as amended, contain detailed requirements concerning (1) the use and disclosure of

individually identifiable patient health information (“PHI”);

(2) computer and data security standards regarding the protection

of electronic PHI including storage, utilization, access to and transmission;

and (3) notification to individuals and the federal government

in the event of a breach of unsecured PHI.

HIPAA covered entities and business associates must implement certain administrative, physical,

and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information

received, maintained, or transmitted.

privacy and data security regulations under HIPPA, as amended, contain detailed requirements concerning (1) the use and disclosure of

individually identifiable PHI;

(2) computer and data security standards regarding the protection of electronic PHI including storage,

utilization, access to and transmission;

and (3) notification to individuals and the federal government in the event of a breach of unsecured

HIPAA covered entities and business associates must implement certain administrative, physical, and technical security standards

to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted.

Violations of the HIPAA privacy and Security Rules may result in civil and criminal penalties.

In the event of a breach, a HIPAA covered entity must promptly notify affected individuals of a breach.

All breaches must also be reported

to the federal government.

Where a breach affects more than 500 individuals, additional reporting obligations apply.

In addition to federal

enforcement, State attorneys general may bring civil actions on behalf of state residents for violations of the HIPAA privacy and Security

Rules, obtain damages on behalf of state residents, and enjoin further violations.

Many states also have laws that protect the privacy

and security of confidential, personal information, which may be similar to or even more stringent than HIPAA.

Some of these state laws

may impose fines and penalties on violators and may afford private rights of action to individuals who believe their personal information

has been misused.

We expect increased federal and state privacy and security enforcement efforts.

In the event of a breach, a HIPAA covered

entity must promptly notify affected individuals of a breach.

All breaches must also be reported to the federal government.

Where a breach

affects more than 500 individuals, additional reporting obligations apply.

In addition to federal enforcement, State attorneys general

may bring civil actions on behalf of state residents for violations of the HIPAA privacy and Security Rules, obtain damages on behalf

of state residents, and enjoin further violations.

Many states also have laws that protect the privacy and security of confidential,

personal information, which may be similar to or even more stringent than HIPAA.

Some of these state laws may impose fines and penalties

on violators and may afford private rights of action to individuals who believe their personal information has been misused.

increased federal and state privacy and security enforcement efforts.

management carefully considers the importance of compliance with patient privacy and data security regulations when structuring company

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and the development of large, sophisticated purchasing groups.

In addition, the Inflation Reduction Act of 2022 (the “IRA”)

took effect in 2023.

The IRA includes, among other things, policies that are designed to have a direct impact on drug prices and reduce

drug spending by the federal government.

For example, the IRA requires drug manufacturers to pay rebates to Medicare if they increase

prices faster than inflation for drugs used by Medicare beneficiaries.

The mechanics of the rebate calculation would mimic those of the

Medicaid rebate, but the expansion of inflation-based rebates may further complicate pricing strategies, particularly as to the launch

of Wellgistics Health’s new products.

The IRA could have the effect of reducing the prices Wellgistics Health can charge and reimbursement

Wellgistics Health receives for Wellgistics Health’s products, thereby reducing Wellgistics Health’s profitability.

In addition, the IRA took effect in 2023.

The IRA includes,

among other things, policies that are designed to have a direct impact on drug prices and reduce drug spending by the federal government.

For example, the IRA requires drug manufacturers to pay rebates to Medicare if they increase prices faster than inflation for drugs used

by Medicare beneficiaries.

The mechanics of the rebate calculation would mimic those of the Medicaid rebate, but the expansion of inflation-based

rebates may further complicate pricing strategies, particularly as to the launch of Wellgistics Health’s new products.

could have the effect of reducing the prices Wellgistics Health can charge and reimbursement Wellgistics Health receives for Wellgistics

Health’s products, thereby reducing Wellgistics Health’s profitability.

Health expects the healthcare industry continue to change significantly in the future.

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of Wellgistics Health’s securities could decline.

trading market for Wellgistics Health’s securities is influenced by the research and reports that industry or securities analysts

trading market for Wellgistics Health’s securities will be influenced by the research and reports that industry or securities analysts

may publish about Wellgistics Health, its business, market or competitors.

Securities and industry analysts may never publish research

on Wellgistics Health.

If no securities or industry analysts commence coverage of Wellgistics Health, Wellgistics Health’s share

price and trading volume would likely be negatively impacted.

If any of the analysts who may cover Wellgistics Health change their recommendation

regarding Wellgistics Health common stock adversely, or provide more favorable relative recommendations about Wellgistics Health’s

competitors, the price of shares of Wellgistics Health common stock would likely decline.

If any analyst who may cover Wellgistics Health

were to cease coverage of Wellgistics Health or fail to regularly publish reports on it, Wellgistics Health could lose visibility in

the financial markets, which in turn could cause its share price or trading volume to decline.

Securities and industry analysts do not currently, and may

never, publish research on Wellgistics Health.

If no securities or industry analysts commence coverage of Wellgistics Health, Wellgistics

Health’s share price and trading volume would likely be negatively impacted.

If any of the analysts who may cover Wellgistics Health

change their recommendation regarding Wellgistics Health Common Stock adversely, or provide more favorable relative recommendations about

Wellgistics Health’s competitors, the price of shares of Wellgistics Health Common Stock would likely decline.

If any analyst who

may cover Wellgistics Health were to cease coverage of Wellgistics Health or fail to regularly publish reports on it, Wellgistics Health

could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

can be no assurance that Wellgistics Health will be able to comply with the continued listing standards of Nasdaq.

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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 1A. Risk Factors