What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-03-20 compared with 2025-03-25 · 42 added, 24 removed, 34 unchanged (66% of the section changed)

8 unchanged sentences

Stock and Preferred Stock Outstanding and Holders of Record

of March 20, 2025, we had 51,944,397 shares of common stock outstanding, held by 29 stockholders of record, not including

holders who hold their shares in street name.

of March 6, 2026, we had 105,854,108 shares of common stock outstanding, held by 46 stockholders of record, not including holders

who hold their shares in street name.

have never paid cash dividends on our capital stock and we currently intend to retain any future earnings to fund the growth of our business.

3 unchanged sentences

Authorized for Issuance under Equity Compensation Plans

regarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report.

regarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report on

Public Offering Use of Proceeds

17 unchanged sentences

Sales of Unregistered Securities

forth below is information regarding securities that we issued since January 1, 2022 that were not registered under the Securities Act.

Also included is the consideration received by us for such securities and information relating to the section of the Securities Act,

or rule of the SEC, under which exemption from registration was claimed.

June 16, 2024, we issued 652,353 shares of our Common Stock (after giving effect to the stock splits effected by the Company on October

30, 2024, and December 5, 2024) to Nikul Panchal in connection with our acquisition of Wood Sage.

November 4, 2024, we issued 3,999,335 shares of our Common Stock to Strategix Global LLC, Nomad Capital, LLC, Jouska Holdings LLC, and

Brian Norton in connection with the Wellgistics Acquisition.

each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage

in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing

relationships.

We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the

Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted

nature of the securities, and placing a legend on the certificates representing the shares.

In each case, the offerees were provided

with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent.

sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited investors

as defined in Rule 501 of the Securities Act.

The recipients of securities in each of these transactions acquired the securities for

investment purposes only and not with a view to or for sale in connection with any distribution thereof.

No underwriters were involved

in the above transactions.

March 21, 2025, and March 27, 2025, we issued 19,764,108 shares of restricted stock under the Wellgistics Health, Inc.

Amended and Restated

2023 Equity Incentive Plan (the “Plan”) to the following individuals:

shares to the Company’s independent directors, with 198,000 shares vesting immediately

and the remainder vesting in equal amounts on March 4, 2026, and March 4, 2027;

shares to the Company’s non-independent directors, with each share vesting immediately;

shares to certain employees, with 15,000 shares vesting immediately, 116,942 vesting on October

1, 2025, 126,942 vesting on October 1, 2026, 126,942 vesting on October 1, 2027, 58,666 vesting

on October 1, 2028, and 58,666 vesting on October 1, 2029;

shares to the Company’s chief executive officer, which vest upon the achievement of

certain financial metrics for the fiscal years ending December 31, 2025, 2026, and 2027,

with the first vesting opportunity occurring during the first quarter 2026;

shares to former employees, with each share vesting over three years and

shares to consultants or advisers, with 1,041,123 shares vesting immediately and the remainder

vesting in equal amounts over 3 years.

April 11, 2025, the Company issued 152,000 shares of common stock as a commitment fee to Hudson Global Ventures, LLC pursuant to an equity

purchase agreement.

June 26, 2025, the Company issued 750,000 shares of restricted common stock to former chief executive officer Timothy Canning as consideration

for the sign-on bonus deliverable to the terms of his employment agreement, which terminated upon his resignation in February 2025.

restricted shares vest on December 26, 2025.

July 2, 2025, the Company issued 200,000 shares of restricted common stock to Michael Peterson, a member of the Board of Directors.

these, 66,000 shares vested immediately, while the remaining 134,000 shares are scheduled to vest in equal installments on July 2, 2026,

and July 2, 2027.

July 24, 2025, the Company issued an aggregate of 7,940,118 shares of Common Stock to the sellers of Wellgistics, LLC in partial settlement

of due to seller under the revised Wellgistics MIPA.

August 4, 2025, the Company issued 243,428 shares of Common Stock to a third party for advisory services rendered to the Company.

shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b)

promulgated thereunder.

August 26, 2025, the Company issued an aggregate of 200,000 shares of Common Stock to a third party for marketing services rendered to

These shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities

Act and Rule 506(b) promulgated thereunder.

October 30, 2025, the Company issued 5,742,656 shares of Common stock to Blue Cap Acquisition LLC, converting an outstanding indebtedness

of $4,019,859 attributable to Integra Pharma Solutions, LLC.

October 30, 2025, the Company issued 1,857,143 shares of Common stock to Blue Cap Acquisition LLC, converting an outstanding indebtedness

of $1,300,000 attributable to Integra Health Inc.

the year ended December 31, 2025, the Company issued 3,426,254 shares of common stock in connection with put notices submitted under

the Hudson Equity Purchase Agreement (the “Hudson EPA”), generating net proceeds of $2,838,787.

The Hudson EPA was subsequently

terminated by the Company, effective August 13, 2025.

Purchases of Equity Securities

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 5. Market for Registrant’s Common Equity