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Item 9A. Controls and Procedures

2026-03-20 compared with 2025-03-25 · 611 added, 530 removed, 616 unchanged (65% of the section changed)

17 unchanged sentences

Based on the foregoing, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the

period covered by this Annual Report at the reasonable assurance level.

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December

31, 2025, due to the material weaknesses in our internal control over financial reporting described below.

Weaknesses in Internal Control Over Financial Reporting

connection with management’s assessment of the effectiveness of our internal control over financial reporting as of December 31,

2025, management identified material weaknesses in the following components of the COSO framework:

control environment, risk assessment,

control activities, information and communication, and monitoring.

Specifically, the material weaknesses identified relate to the fact

that the Company has not yet designed and maintained an effective control environment commensurate with its financial reporting requirements,

(a) the Company has not yet completed formally documenting policies and procedures with respect to review, supervision, and

monitoring of the Company’s accounting and reporting functions;

(b) lack of evidence to support the performance of controls and

the adequacy of review procedures, including the completeness and accuracy of information used in the performance of controls;

the Company has limited accounting personnel and other supervisory resources necessary to adequately execute its accounting processes

and address its internal controls over financial reporting.

for Remediation

remediate these material weaknesses, management has implemented or is in the process of implementing the following measures:

additional accounting personnel with appropriate technical expertise in U.S.

GAAP and SEC reporting;

(ii) enhancing internal review procedures

for complex accounting transactions;

(iii) providing targeted training to existing finance staff on U.S.

GAAP and SEC reporting requirements;

and (iv) upgrading to NetSuite’s enterprise resource planning system to improve the consistency and accuracy of financial data

and reporting processes.

Management will continue to monitor the effectiveness of these remediation efforts.

However, the material weaknesses

will not be considered fully remediated until the applicable controls operate effectively for a sufficient period of time and management

has concluded, through testing, that these controls are operating effectively.

in Internal Control

1 unchanged sentence

Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

control over financial reporting, other than the remediation measures described above that are in progress with respect to the identified

material weaknesses.

Annual Report on Internal Control Over Financial Reporting

11 unchanged sentences

Based on our assessment

and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2024.

and those criteria, management has concluded that our internal control over financial reporting was not effective as of December 31,

2025, due to the material weaknesses described above.

on the Effectiveness of Controls

24 unchanged sentences

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

February 28, 2025, Tim Canning voluntarily resigned as Chief Executive Officer of the Company.

Canning’s decision to resign

was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies

or practices.

We appointed Brian Norton to succeed Tim Canning as the Company’s Chief Executive Officer effective February 28,

October 6, 2025, Mark DiSiena voluntarily resigned from his position as Chief Financial Officer of the Company.

DiSiena’s decision

to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations,

policies, or practices.

The Board appointed Eric Sherb as Interim Chief Financial Officer, effective October 7, 2025.

Additionally,

Brian Norton served as the Chief Executive Officer from February 28, 2025, until his resignation on October 6, 2025.

The Company appointed

Prashant Patel as the new Chief Executive Officer, effective October 7, 2025.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following is a list of our directors and executive officers as of March 25, 2025.

Executive Officer

Financial Officer

following is a list of our directors and executive office rs

as of March XX, 2026.

Director Since

Prashant Patel

Interim Chief Financial Officer

Shafaat Pirani

Clinical Officer

Strategy Officer and Vice Chairman of the Board

Norton recently was appointed as the Company’s Chief Executive Officer effective

February 28, 2025.

Previously, Mr.

Norton served as Chief Executive Officer and Founder of Wellgistics LLC.

Brian spent the past ten years

transforming the independent pharmacy supply chain, providing innovative solutions beyond traditional product procurement and delivery.

Now, under Wellgistics Health, as the Chief Executive Officer he leads a bold new vision—building a deeper ecosystem that empowers

independent pharmacies, challenging outdated industry practices, and integrating cutting-edge technology to drive efficiency.

two decades of experience, Brian has a well-established track record in the healthcare sector, driving innovation and substantial market

Beyond his professional pursuits, Brian is a dedicated humanitarian.

He co-founded and chairs The Rescue Fund (TRF), a non-profit

aimed at combating global human trafficking and earlier spent two years as a missionary in Argentina for the LDS Church.

Following his

mission work, Brian went on to pursue a degree in Entrepreneurship from Davenport University before starting his first business.

Balu has over 24 years of experience in corporate strategy, corporate finance, risk management, and M&A in diverse industries

including Consumer Products, Consulting and Commercial Banking.

He has a successful track record of building global teams leading strategic

initiatives, including domestic and cross-border M&A, SPAC-M&A, PE fund raise, operating model restructuring, and functional

finance transformation.

Vishnu is adept in implementing business transformation programs and overseeing global cross-functional talent

Vishnu attended the AMP at Harvard Business School, earned his MBA from IIM-Bangalore with a merit scholarship, and he is also

a Rank Holder Chartered Accountant.

Vishnu was featured among the Top 5 Young Achievers by the IIM-B Alumni Magazine.

Chief Clinical Officer

Chief Information Officer

Suren Ajjarapu

Chairman of Board

Patel has served as a member of the Board of Directors of the Company since 2022 and was re-appointed as President

of the Company effective October 3, 2025, having previously served as Chief Strategy Officer and Vice Chairman of the Board until his

resignation on August 8, 2025.

Patel served on the board of Scienture from its acquisition of TRxADE Group, Inc., a Nevada corporation,

on January 8, 2014, until January 16, 2025.

He is an entrepreneur and a registered pharmacist with experience in multiple aspects of

the pharmaceutical supply chain.

He started several startups including retail and community pharmacy before expanding into pharmaceutical

distribution and sales, focusing on pharmaceutical disposal and reverse distribution.

He has also been a consultant to several return

logistics pharmaceutical companies over the years.

Patel possesses an excellent vision to bring transparency, efficiency and cost

benefits to US pharmaceutical channel partners.

After graduating with a BPharm from the University of Nottingham, UK, Mr.

Patel completed

an MSc in Transport, Trade and Finance from Cass Business School, City University, UK.

Patel is not independent as a result of his

position as President of the Company.

Sherb was appointed as Interim Chief Financial Officer of the Company effective October 7, 2025.

He is a CPA with 16

years of experience in accounting advisory, auditing and mergers and acquisitions.

Sherb began his career at PricewaterhouseCoopers

in New York City across a variety of industries including hedge funds, manufacturing and healthcare.

Following his time at PricewaterhouseCoopers,

Sherb served as Audit Manager at RBSM LLP and Senior Manager at CFGI.

Since October 2018, Mr.

Sherb has been a founder and owner

of EMS Consulting Services, LLC.

Sherb has extensive experience in financial reporting and governance within the capital markets,

including IPOs, direct listings, SPAC and de-SPAC transactions.

He has served as chief financial officer and provided financial consultancy

services for several Nasdaq and OTC clients, most recently Scienture Holdings (Nasdaq:

Sherb serves as interim Chief Financial

Officer pursuant to a Consulting Agreement between the Company and EMS Consulting Services, Inc., an entity controlled by Mr.

on a hourly consulting basis.

Shafaat Pirani joined the Company as Chief Clinical Officer in February 2023.

2 unchanged sentences

Most recently, he led the business and product teams to create sustainable digital health programs and applications while serving

as the Chief Clinical and Regulatory Compliance Officer for Scienture.

He is a Board-Certified Geriatric Pharmacist and holds various

certifications for medication therapy management, pharmacogenomics, and teaching with several prestigious universities across Florida.

Pirani earned his Doctorate of Pharmacy from the University of South Florida College of Pharmacy and is an honorary member of Phi

Lambda Sigma, the distinguished pharmacy leadership society.

Pirani is committed to clinical excellence and focused on innovating

health-tech to build patient-centric digital health solutions that create value for all stakeholders across the healthcare continuum

while improving access and outcomes for patients.

Patel is a Director, Chief Strategy Officer and Vice Chairman of the Board of Directors of the Company.

He served on the board

of Scienture from its acquisition of TRxADE Group, Inc., a Nevada corporation on January 8, 2014, until January 16, 2025.

He is an entrepreneur

and a registered Pharmacist with experience in multiple aspects of the pharmaceutical supply chain.

He started several starts ups including

Retail/Community Pharmacy before expanding into pharmaceuticals distribution and sales, focusing on pharmaceutical disposal and reverse

distribution.

He has also been a consultant to several return logistics pharmaceutical companies over the years.

Patel possesses

an excellent vision to bring transparency, efficiency and cost benefits to US pharmaceutical channel partners.

After graduating with

a BPharm from University of Nottingham/UK, Mr.

Patel completed MSC in Transport, Trade & Finance from Cass Business School, City

University, UK.

as the Chief Clinical and Regulatory Compliance Officer for TRxADE Health, Inc., (NASDAQ:

He is a Board-Certified Geriatric Pharmacist

and holds various certifications for medication therapy management, pharmacogenomics, and teaching with several prestigious universities

across Florida.

Pirani earned his Doctorate of Pharmacy from the University of South Florida College of Pharmacy and is an honorary

member of Phi Lambda Sigma, the distinguished pharmacy leadership society.

Pirani is committed to clinical excellence and focused

on innovating health-tech to build patient-centric digital health solutions that create value for all stakeholders across the healthcare

continuum while improving access and outcomes for patients.

Kalla is a former senior executive of OptumRx (UnitedHealth Group) and Elevance Health, and brings meaningful expertise in pharmacy

and PBM healthcare technology, with a track record of leading major tech initiatives and M&A integrations across the healthcare landscape.

During his time with Elevance Health between February 2024 and October 2024, Srini led the company’s technology strategy and M&A

initiatives for the Pharmacy Benefit Management (PBM) and Pharmacy business units while working cross-functionally with enterprise strategy,

product, finance, and technology teams to evaluate and execute on strategic investment and partnership opportunities.

He also drove due

diligence for pharmacy-related acquisitions, assessed technology alignment, integration feasibility, and value creation opportunities,

and provided executive-level guidance on build-vs-buy decisions and long-term technology architecture strategy to support scalable pharmacy

During his time at OptumRx between 2010 and 2024, Srini held various leadership roles across PBM and clinical technology domains,

culminating in the role of Vice President.

In this regard, he directed end-to-end technology strategy, product engineering, and platform

modernization initiatives impacting pharmacy operations, claims processing, prior authorization, adherence programs, and clinical interventions.

Srini holds a bachelor of technology (engineering) from the College of Technology, OU, in India and a masters in management information

systems from the University of South Florida in Tampa, Florida.

Ajjarapu is Chairman of the board of directors of the Company.

Ajjarapu has served Scienture as Chairman of the Board, Chief

Executive Officer, and Secretary since Scienture’s acquisition of TRxADE Nevada on January 8, 2014, and as the Chairman of the

Board, Chief Executive Officer and Secretary of TRxADE Nevada since its inception.

Ajjarapu has also served as Chairman and Chief

Executive Officer of Kernel Group Holdings, Inc.

KRNL), a special purpose acquisition company, since December 2022, served as

Chairman and Chief Executive Officer of Oceantech Acquisitions I Corp.

Ajjarapu has served TRxADE as Chairman of the Board, Chief

Executive Officer, and Secretary since TRxADE’s acquisition of TRxADE Nevada on January 8, 2014, and as the Chairman of the Board,

Chief Executive Officer and Secretary of TRxADE Nevada since its inception.

Ajjarapu has also served as Chairman and Chief Executive

Officer of Kernel Group Holdings, Inc.

KRNL), a special purpose acquisition company, since December 2022, served as Chairman

and Chief Executive Officer of Oceantech Acquisitions I Corp.

OTEC), a special purpose acquisition company, since March 2023,

2023, and served as a director and the Chief Executive Officer of Integrated Wellness Acquisition Corp (NYSE:

WEL), a special purpose

acquisition company, since January 2024 and February 2024, respectively.

Ajjarapu served as Chairman and Chief Executive Officer

of Aesther Healthcare Acquisition Corp.

AEHA), a special purpose acquisition company, from June 2021 until the completion of

its initial business combination in February 2023.

served as Chairman and Chief Executive Officer of PowerUp Acquisition Corp.

PWUP), a special purpose acquisition company, since

August 2023, and served as a director and the Chief Executive Officer of Integrated Wellness Acquisition Corp (NYSE:

WEL), a special

purpose acquisition company, since January 2024 and February 2024, respectively.

Ajjarapu served as Chairman and Chief Executive

Officer of Aesther Healthcare Acquisition Corp.

AEHA), a special purpose acquisition company, from June 2021 until the completion

of its initial business combination in February 2023.

Ajjarapu now serves as a director of the post-combination company Ocean Biomedical,

Ajjarapu also served as Chairman and Chief Executive Officer of PowerUp Acquisition Corp.

special purpose acquisition company, from August 2023 until the completion of its initial business combination in February 2024.

Ajjarapu served as Chairman and Chief Executive Officer of Semper Paratus Acquisition Corporation (NASDAQ:

LSGT), a special purpose acquisition

company, from June 2023 until the completion of its initial business combination in February 2024.

Ajjarapu now serves as a director

of the post-combination company Tevogen Bio Holdings Inc.

a special purpose acquisition company, from June 2023 until the completion of its initial business combination in February 2024.

Ajjarapu now serves as a director of the post-combination company Tevogen Bio Holdings Inc.

(Nasdaq AMERICAN:

Ajjarapu also serves as a director and is the

former Chief Executive Officer of Wellgistics Health.

Ajjarapu has served on the board of directors of Kano Energy, Inc, which is

involved in developing renewable natural gas sites in USA, since 2018.

Ajjarapu has also served as Chairman of Feeder Creek Group,

Inc., since March 2018.

Ajjarapu also

serves as a director and is the former Chief Executive Officer of Wellgistics Health.

Ajjarapu has served on the board of directors

of Kano Energy, Inc, which is involved in developing renewable natural gas sites in USA, since 2018.

Ajjarapu has also served as

Chairman of Feeder Creek Group, Inc., since March 2018.

Feeder Creek Group, Inc.

is a company involved in developing renewable natural gas sites in Iowa.

was a Founder, Chief Executive Officer and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind power sites

in the Midwest, United States, from 2009 to 2012.

Ajjarapu was a Founder, President and Director of Aemetis, Inc., a biofuels company

(AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from 2006 to

Ajjarapu was Co-Founder, Chief Operating Officer, and Director of Global Information Technology, Inc., an IT outsourcing and

systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006.

Ajjarapu holds an MS in

Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the University of South Florida,

specializing in International Finance and Management.

Ajjarapu is also a graduate of the Venture Capital and Private Equity program

at Harvard University.

Syed , RPh Chairman of Princeton Stone House Capital, is a distinguished figure in the pharmaceutical industry, having founded

and sold successful pharmaceutical service companies like InfuRx and Sanovia Corporation.

As President of Acro Pharmaceutical Services,

he oversaw its acquisition by Lincare before its eventual sale to CVS Health Corporation.

Currently, he chairs Apovia, a pharmacy management

group in Philadelphia, while also actively participating in community service and serving on nonprofit boards, showcasing his multifaceted

contributions to both industry and society.

Anderson has over forty-five years of experience in the healthcare and pharmacy industry.

Most recently retiring as President

& CEO of Independent Pharmacy Cooperative from 2009-2022.

IPC is the nation’s largest group purchasing organization with 2,500

member stores, and servicing over 10,000 independent pharmacies in all fifty states and Puerto Rico.

Prior to joining IPC, Mr.

served as Vice President of Business Development for Long’s Drug Stores, a former chain based in northern California where he was

responsible for two mail order facilities, three central-fill pharmacies, pharmacy call center operations, and non-store pharmacy systems.

Throughout his career, Mr.

Anderson has held various executive level positions including President & CEO of Professional Homecare

Services, Regional Vice President, Managed Care & Payor Relations with Catholic Healthcare West, a hospital chain based in San Francisco,

As part of his lengthy career in healthcare and pharmacy, Mr.

Anderson was National Vice Presidents, Sales and Pharmacy Operations

for a national third-party administrator and pharmacy benefits management company.

Anderson holds a Bachelor of Science in Business

and Master of Business Administration.

His areas of expertise cover many aspects of business including mergers and acquisitions, business

operations, distribution, contract negotiations, sales and marketing, executive leadership, and board governance.

Anderson has served

with numerous boards including, past Board President of the Federation of Pharmacy Networks, past Board President of Choice Rx Solutions,

and as board director of Arizona Medical Network (PPO), RxAmerica Part D Plan, Smart D Insurance, and RxAlly.

He has also served as an

Advisory Board member with McKesson’s National Independent Advisory Board, the National Community Pharmacists Association Foundation

Advisory Board, Surescripts Chain Pharmacy Advisory Board, TRxADE National Advisory Board, and University of South Florida Digital Marketing

Program Advisory Board.

Shanahan has built, operated and sold a number of healthcare and pharmacy services organizations throughout her 30 year

Shanahan built Primary Care and Ambulatory Outpatient Networks at IU/Methodist and University of Chicago.

She built and

led a number of specialty and compounding pharmacies, including Priority Healthcare, Aetna Specialty Pharmacy, Oncology Therapeutics

Network, Oncology Plus, Shoppers Drug Mart and Avella Specialty Pharmacy.

Since 2008, through Shanahan Capital Ventures, Ms.

Shanahan provides advisory services to investors in pharmacy services, provider and payor network development and growth, digital

health and pathways companies, logistics, distribution and pharmacy benefits consultants.

As an advisor to Cardinal she supported

the growth of its Specialty Solutions division and its Community Specialty Pharmacy Network.

She provides executive board

leadership, participates on boards of directors of healthcare services companies and is an investor in early stage and middle market

In addition to Wellgistics Health, Ms.

Shanahan currently serves on the boards of directors of Vantage Point Logistics,

Hatch and TruDataRx.

She previously served on the board of directors of Proxsys, Biomatrix Infusion Pharmacy, Parcel Shield, Health

Beacon, AireHealth and EquiScript.

She also is a member of the board of directors of the National Association of Specialty

Shanahan is a graduate of the Indiana University School of Law.

is a company involved in developing renewable natural

gas sites in Iowa.

Ajjarapu was a Founder, Chief Executive Officer and Chairman of Sansur Renewable Energy, Inc., a company involved

in developing wind power sites in the Midwest, United States, from 2009 to 2012.

Ajjarapu was a Founder, President and Director of

Aemetis, Inc., a biofuels company (AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary

of Aemetis, Inc., from 2006 to 2009.

Ajjarapu was Co-Founder, Chief Operating Officer, and Director of Global Information Technology,

Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006.

Ajjarapu holds an MS in Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the

University of South Florida, specializing in International Finance and Management.

Ajjarapu is also a graduate of the Venture Capital

and Private Equity program at Harvard University.

Fell’s career has spanned over 40 years with a variety of academic and business organizations.

He has served as

an independent director of the following public companies:

TRxADE HEALTH, INC.

and Trxade Nevada from January 2014 until 2024;

Healthcare Acquisition Corp.

from 2021 – 2023;

Oceantech Acquisition Corp.

from 2022 through 2023;

Semper Paratus Acquisition Corp.

from 2023 through 2024;

Kernel Group Holdings Corp.

from 2023 through 2024 and Powerup Acquisitions Corp.

from 2023 through 2024.

also formerly served on the board of Fiona Consumer Products Pvt.

(Delhi, India).

presently serves as independent director for the following corporations:

Integrated Wellness Acquisition Corp.

Holdings, Inc.

Aspire Biopharma Holdings, Inc.

Crown Reserve Acquisition Corp.

He serves on the audit,

compensation, governance and nominations committees for those companies.

He presently serves as special advisor to the University of

South Florida Economics Department.

1992 - 2025 he served as Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct

graduate professor of economics for the University of Colorado, Colorado Springs.

Fell previously held positions with the University

of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the

Public Policy Institute from 1995 to 2012.

Fell was also a visiting MBA professor at the University of LaRochelle, France, and an

adjunct professor of economics at both Illinois State University and The Ohio State University.

He has served as a manufacturing engineering/econometric

consultant to Sundstrand Corporation and consultant to a variety of non profit organizations.

Fell holds undergraduate and graduate degrees in economics from Indiana State University and has all but dissertation (ABD) in economics

from Illinois State University.

In his academic positions he has lectured throughout the U.S., Canada, the Islands, Eastern Europe and

Asia on global economics and environmental economics topics.

Herman has been a member of the board since February 2026.

Is a seasoned investor with extensive investment and business

Since October 2024, he has served as Chief Executive Officer and Interim Chief Financial Officer of Advent Technologies Holdings,

Since 2021 he has been the Chief Operating Officer of Galloway Capital Partners.

From 2005 to 2020, Mr.

Herman was affiliated with

Arcadia Securities, LLC, a New York-based broker-dealer, and co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliated

From January 2011 to August 2013, he co-managed Abacoa Capital Master Fund, Ltd., a global macro-focused investment fund.

in his career, Mr.

Herman served as an investment banker with Burnham Securities, Inc.

from 1997 to 2002.

From 1993 to 1997, he was a

Managing Partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo.

in Political Science from the University at Albany, Rockefeller College of Public Affairs & Policy, with minors in Business

Herman has significant experience serving on the boards of both public and private companies.

He also serves on the boards

of Advent Technologies Holdings, Inc.

ADNH) and SusGlobal Energy Corp.

Velez has more than 20 years of executive leadership experience, including roles in operations, human capital management,

and business development.

She is the co-founder of VRealty Partners, a real estate and business brokerage firm, and the founder and Chief

Executive Officer of MVPartners Group, a business advisory firm, positions she has held since 2020 and 2024, respectively.

to her entrepreneurial roles, Ms.

Velez served as Chief People & Culture Officer at Power Design, Inc., an electrical contracting

company, where she was employed for approximately 20 years.

During her tenure, she supported the company’s growth from a regional

business to a national organization with a significantly expanded workforce.

currently serves on the Associate Board of Grow Financial Federal Credit Union and on the Board of Directors of Junior Achievement of

She also serves on an advisory board at the University of South Florida.

holds an Executive Master of Business Administration and a Bachelor of Arts in Psychology from the University of South Florida.

holds the Associate Certified Coach (ACC) credential from the International Coaching Federation and the Senior Professional in Human Resources

(SPHR) designation from the HR Certification Institute.

Relationships

1 unchanged sentence

Board of Directors has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Our audit committee

currently consists of Donald W.

Anderson, Rebecca Shanahan, and Sajid Syed, with Sajid Syed serving as the chair of the committee.

board of directors determined that Mr.

Syed qualifies as an audit committee financial expert within the meaning of the rules and regulations

of the SEC and meets the financial sophistication requirements of Nasdaq listing rules.

In making this determination, our board of directors

considered Mr.

Syed’s formal education and previous experience in financial roles.

Committee currently consists of Gary Herman, who serves as Chairman of the Audit Committee, Donald Fell and Marlene Velez.

Our Board of Directors has

determined that Mr.

Herman qualifies as an audit committee financial expert within the meaning of the rules and regulations of the

SEC and meets the financial sophistication requirements of Nasdaq listing rules.

In making this determination, our Board of

Directors considered Mr.

Herman’s formal education and previous experience in financial roles.

Board of Directors has also determined that Mr.

Herman satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Exchange

Herman can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements.

the Company’s independent registered public accounting firm and management periodically will meet privately with the Audit Committee.

The Audit Committee is responsible for, among other things:

the performance, independence and qualifications of the Company’s independent auditors

and determining whether to retain the Company’s existing independent auditors or engage

new independent auditors;

the integrity of the Company’s financial statements and the Company’s compliance

with legal and regulatory requirements as they relate to financial statements or accounting

the integrity, adequacy and effectiveness of the Company’s internal control policies

and procedures;

the audit committee report required by the SEC to be included in the Company’s annual

proxy statement;

the scope and results of the audit with the Company’s independent auditors, and reviewing

with management and the Company’s independent auditors the Company’s interim

and year-end operating results;

● Establishing

and overseeing procedures for employees to submit concerns anonymously about questionable

accounting or auditing matters;

the Company’s guidelines and policies on risk assessment and risk management;

and approving related party transactions;

and reviewing a report by the Company’s independent auditors at least annually, that

describes the Company’s independent auditors’ internal quality control procedures,

any material issues raised by review under such procedures, and any steps taken to deal with

such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and non-audit services to be performed by the

Company’s independent auditors.

composition and function of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations,

and Nasdaq listing rules.

The Company will comply with future requirements to the extent they become applicable to the Company.

and Compensation Committee

Board of Directors has appointed Donald Fell and Marlene Velez to serve on the Nominating and Compensation Committee of the Board of

Our Board of Directors has determined that Mr.

Fell will be a non-employee director, as defined in Rule 16b-3 promulgated

under the Exchange Act, and satisfies the independence requirements of Nasdaq.

The functions of the Nominating and Compensation

Committee include, among other things:

the retention of compensation consultants and outside service providers and advisors;

and approving, or recommending that the Board of Directors approve, the compensation of the

Company’s executive officers, including annual base salary, annual incentive bonuses,

specific performance goals relevant to their compensation, equity compensation, and employment

and recommending to the Board of Directors the compensation of the Company’s directors;

● Administering

and determining any award grants under the Company’s equity and non-equity incentive

and evaluating succession plans for the Company’s executive officers;

the compensation committee report required by the SEC to be included in the Company’s

annual proxy statement;

● Periodically

reviewing the Company’s practices and policies of employee compensation as they relate

to risk management and risk-taking incentives;

● Identifying,

evaluating, and recommending individuals qualified to become members of the Board of Directors

and its committees;

the performance of the Board of Directors and of individual directors;

the Company’s environmental and social responsibility policies and practices;

and recommending corporate governance guidelines to the Board of Directors;

an annual evaluation of the Board of Directors and management.

composition and function of the Nominating and Compensation Committee complies with all applicable

of the Sarbanes-Oxley Act, SEC rules and regulations, and Nasdaq listing rules.

The Company will comply with future requirements to the

extent they become applicable to the Company.

Committee Interlocks and Insider Participation

of the members of the Company’s Nominating and Compensation Committee has at any time during the prior three years been an officer

or employee of the Company.

Furthermore, none of the Company’s executive officers currently serves, or in the past fiscal year

has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving

on the Company’s board of directors or compensation committee .

of Business Conduct and Ethics

2 unchanged sentences

Our code of ethics is available through our website at https://wellgisticshealth.com/code-of-ethics.

We intend to disclose any changes in our code of ethics or waivers from it that apply to our principal executive

officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting

such information on our website or by filing with the SEC a Current Report on Form 8-K, in each case in accordance with applicable SEC

or Nasdaq rules.

We intend to disclose any changes in our code of ethics or waivers from it that apply to our principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions by posting such information on our website

or by filing with the SEC a Current Report on Form 8-K, in each case in accordance with applicable SEC or Nasdaq rules.

Section 16(a) Reports

2 unchanged sentences

are required by SEC regulations to furnish us with copies of all such reports they file.

on its review of the forms filed with the SEC, or representations from reporting persons, the Company believes that all of its directors,

executive officers, and greater than 10% beneficial owners filed such reports in a timely manner, except as follows:

to an administrative error, Mr.

Ajjarapu filed six days late a Form 3 (filed February 24, 2025) relating to shares held prior to

the Company’s initial public offering.

to an administrative error, Mr.

Anderson filed six days late a Form 3 (filed February 24, 2025) relating to shares held prior to

the Company’s initial public offering.

to an administrative error, Dr.

Pirani filed ten days late a Form 3 (filed February 28, 2025) relating to shares held prior to the

Company’s initial public offering.

to an administrative error, Ms.

Shanahan filed ten days late a Form 3 (filed February 28, 2025) relating to shares held prior to

the Company’s initial public offering.

to an administrative error, Mr.

Syed filed ten days late a Form 3 (filed February 28, 2025) relating to shares held prior to the

Company’s initial public offering.

to an administrative error, Mr.

Norton filed 22 days late a Form 3 (filed March 12, 2025) relating to shares held prior to the Company’s

initial public offering.

to an administrative error, Mr.

Panchal filed 24 days late a Form 3 (filed February 24, 2025) relating to shares held prior to the

Company’s initial public offering.

to an administrative error, Mr.

Patel filed 32 days late a Form 3 (filed March 21, 2025) relating to shares held prior

to the Company’s initial public offering.

Based on its review of the forms filed with

the SEC, or representations from reporting persons, the Company believes that all of its directors, executive officers, and greater than

10% beneficial owners filed such reports in a timely manner.

Trading Policy

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disclosure requirements available to such emerging growth companies.

Under Item 402 of Regulation

S-K, (i) our principal executive officer or the individual in a similar capacity during the year ended December 31, 2024, regardless

of compensation level, (ii) our two most highly compensated executive officers other than persons described in the preceding clause (i)

who were serving as our executive officers at December 31, 2024;

and (iii) up to two additional individuals for whom disclosure would

have been provided pursuant to the preceding clause (ii) but for the fact that the individual was not serving as our executive officer

at December 31, 2024, are considered our “named executive officers” or “NEOs.”

Under Item 402 of Regulation S-K, (i) our principal executive officer

or the individual in a similar capacity during the year ended December 31, 2025, regardless of compensation level, (ii) our two most

highly compensated executive officers other than persons described in the preceding clause (i) who were serving as our executive officers

at December 31, 2025;

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the preceding

clause (ii) but for the fact that the individual was not serving as our executive officer at December 31, 2025, are considered our “named

executive officers” or “NEOs.”

of December 31, 2025, our NEOs and their respective positions were:

Ajjarapu, Former Chief Executive Officer;

Patel, Former Chief Operating Officer and Current Chief Strategy Officer;

Canning, Former Chief Executive Officer;

Shafaat Pirani, Chief Clinical Officer and Executive Vice President Healthcare Operations;

Norton, Current Chief Executive Officer.

Brian Norton, Former Chief Executive Officer;

Prashant Patel, President;

Suren Ajjarapu, Chariman of Board;

Tim Canning, Former Chief Executive Officer;

Srini Kalla, Chief Information Officer;

Chuck Wilson, Former Chief Information Officer;

Mark DiSiena, Former Chief Financial Officer;

Vishnu Balu, Former Chief Financial Officer and,

Eric Sherb, Interim Chief Financial Officer.

Summary Compensation Table

following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2025 and 2024.

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Name and principal position

Suren Ajjarapu (1)

Former Chief Executive Officer

Prashant Patel (2)

Chief Operating Officer

Shafaat Pirani (4)

Chief Clinical Officer and Executive Vice President Healthcare Operations

Tim Canning (3)

Former Chief Executive Officer

Brian Norton (6)

Current Chief Executive Officer

Ajjarapu was accrued salary for 2023 and 2024.

Pursuant to the Executive Employment Agreement between Wellgistics Health and Suren

Ajjarapu dated January 1, 2023, Mr.

Ajjarapu’s annual base salary is $400,000.

Patel was accrued salary for 2023 and 2024.

Pursuant to the Executive Employment Agreement between

Health and Prashant Patel dated January 1, 2023, Mr.

Patel’s annual base salary is $400,000.

Canning began serving as Wellgistics Health’s Chief Executive Officer as of January 18, 2024.

Canning did not

receive compensation for the fiscal year ending December 31, 2023.

Pursuant to the Executive Employment Agreement between Wellgistics

Health and Tim Canning, dated January 18, 2024, Mr.

Canning’s initial annual base salary is $300,000.

Canning indicated resigned

as the Company’s Chief Executive Officer effective February 28, 2025.

Pursuant to the Executive Employment Agreement between Wellgistics Health and Dr.

Shafaat Pirani dated February 10, 2023, Dr.

annual base salary is $275,000.

Represents a monthly apartment allowance of $2,500.

Norton began serving as the Company’s Chief Executive Officer as of February 28, 2025, and, therefore, disclosure of his compensation

would have been required but for the fact that he did not serve in that role as of December 31, 2024.

Equity Awards at 2024 Fiscal Year-End

following table sets forth summary information regarding the outstanding equity awards held by Wellgistics Health’s named executive

officers on December 31, 2024.

Number of Shares or Units of Stock that Have Not Vested

Market Value of Shares or Units of Stock that Have Not Vested

Suren Ajjarapu

Prashant Patel

Shafaat Pirani

All other compensation

Brian Norton, Former Chief Executive Officer

Timothy Canning, Former Chief Executive Officer

Prashant Patel, President

Suren Ajjarapu, Chairman of Board

Srini Kalla, Chief Information Officer

Charles Wilson, Former Chief Operating Officer

Mark, DiSiena, Former Chief Financial Officer

Vishnu Balu, Former Chief Financial Officer

Eric Sherb, Interim Chief Financial Officer

the fiscal year 2025, the Company granted stock awards to certain NEOs.

Norton, Former Chief Executive Officer, received 9,000,000 stock awards with a grant date

fair value of $24,300,000.

Patel, President, and Suren Ajjarapu, Chairman of the Board, each received stock awards 4,082,247,

including shares granted to their respective affiliates, with an aggregate grant date fair

value of $11,838,516.

Canning, Former Chief Executive Officer, received 750,000 stock awards with a grant date

fair value of $832,500.

Kalla, Chief Information Officer, received 293,333 stock awards with a grant date fair value

Wilson, Chief Operating Officer, received 133,333 stock awards with a grant date fair value

to the 2025 Summary Compensation Table

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Salary and Bonuses.

As existing executive officers and NEOs, Dr.

Pirani and Mr.

Norton receive a base salary and bonuses to compensate

them for services rendered to the Company.

The base salary payable to each NEO is intended to provide a fixed component of compensation

reflecting the executive’s skill set, experience, role and responsibilities.

Base salary amounts will be established based on consideration

of, among other factors, the scope of the NEO’s position, responsibilities and years of service and the compensation committee’s

general knowledge of the competitive market, based on, among other things, experience with other similarly situated companies and Wellgistics

Health’s industry and market data reviewed by the compensation committee.

As existing executive officers and NEOs, receive a base salary and bonuses to compensate them for services rendered

to the Company.

The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s

skill set, experience, role and responsibilities.

Base salary amounts will be established based on consideration of, among other factors,

the scope of the NEO’s position, responsibilities and years of service and the compensation committee’s general knowledge

of the competitive market, based on, among other things, experience with other similarly situated companies and Wellgistics Health’s

industry and market data reviewed by the compensation committee.

We have adopted the Amended and Restated 2023 Equity Incentive Plan (the “Incentive Plan”) in order to facilitate

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Administration .

The Incentive Plan is administered by the compensation committee of the board of directors, which may delegate different levels of

authority to different committees or persons with administrative and grant authority under the Incentive Plan (referred to collectively

as the “Administrator”), subject to certain limitations that may be imposed under the Incentive Plan, Section 16 of the Exchange

The Incentive Plan is administered by the compensation committee of the board of directors, which may delegate different levels of authority

to different committees or persons with administrative and grant authority under the Incentive Plan (referred to collectively as the

“Administrator”), subject to certain limitations that may be imposed under the Incentive Plan, Section 16 of the Exchange

Act and/or stock exchange rules, as applicable.

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for the administration of the Incentive Plan.

All of our officers and employees and officers and employees of our subsidiaries (including all of our named executive officers),

each of the members of our board of directors who are not employed by us or any of our subsidiaries (“Non-Employee Directors”),

Eligibility .

All of our officers and employees and officers and employees of our subsidiaries (including all of our named executive officers), each

of the members of our board of directors who are not employed by us or any of our subsidiaries (“Non-Employee Directors”),

and certain independent contractor consultants who provide bona fide services to us or one of our affiliates are eligible to receive

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This limit applies on an individual basis and not on an aggregate basis to all Non-Employee Directors

The Incentive Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Company’s

common stock or units of the Company’s common stock, as well as cash bonus awards.

The Incentive Plan retains flexibility to offer

competitive incentives and to tailor benefits to specific needs and circumstances.

Any award may be structured to be paid or settled

The Incentive Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the

Company’s common stock or units of the Company’s common stock, as well as cash bonus awards.

The Incentive Plan retains flexibility

to offer competitive incentives and to tailor benefits to specific needs and circumstances.

Any award may be structured to be paid or

settled in cash.

stock option is the right to purchase shares of the Company’s common stock at a future date at a specified price per share (the

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Federal Income Tax Consequences of Awards Under the Incentive Plan ” below.

Incentive stock options are also subject to more restrictive terms and are limited in amount by the Internal Revenue Code of 1986, as

amended (the “Code”) and the Incentive Plan.

Incentive stock options may only be granted to employees of Wellgistics Health

or a subsidiary.

Incentive stock options are also subject to more restrictive terms and are limited in amount by the Code and the Incentive Plan.

stock options may only be granted to employees of Wellgistics Health or a subsidiary.

stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of share of the Company’s

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Adjustments .

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Incentive

Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of

performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations,

stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends

or distributions of property to the stockholders.

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Incentive Plan

and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based

awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock

dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions

of property to the stockholders.

Limit on Other Authority .

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paid to its employee directors is set forth in the tables summarizing executive officer compensation above.

All Other Compensation

Fees earned or paid in cash

Rebecca Shanahan*

Sajid Syed (3)

Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards

Board Accounting Standard Codification Topic 718.

Michael Peterson*

Prashant Patel

Suren Ajjarapu

Former director

in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board

Accounting Standard Codification Topic 718.

Such grant date fair value does not take into account any estimated forfeitures.

assumptions used in calculating the grant date fair value of restricted shares and option awards are set forth in the Critical Accounting

Estimates as disclosed in our Consolidated Financial Statements for the year ended December 31, 2023.

The amount reported in this column

reflects the accounting cost for these awards and does not correspond to the actual economic value that may be received by the director

upon the vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares of common stock.

The assumptions

used in calculating the grant date fair value of restricted shares and option awards are set forth in the Critical Accounting Estimates

as disclosed in our Consolidated Financial Statements for the year ended December 31, 2023.

The amount reported in this column reflects

the accounting cost for these awards and does not correspond to the actual economic value that may be received by the director upon the

vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares of common stock.

Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with the Black-Scholes option pricing

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issues similar in duration to the expected term of the equity-settled award.

Anderson joined the board of directors on November 4, 2023.

Anderson earned cash compensation for serving on the Board

in an aggregate amount of $50,000 during the year-ended December 31, 2024, pursuant to an agreement entered into by and between the Company

Anderson, all of which has been deferred and unpaid.

Shanahan was appointed to the board of directors on August 13, 2024.

Shanahan earned cash compensation for serving on the

Board in an aggregate amount of $25,000 during the year-ended December 31, 2024, pursuant to an agreement entered into by and between

the Company and Ms.

Shanahan, all of which has been deferred and unpaid.

Syed was appointed to the board of directors on February 10, 2024.

Syed earned cash compensation for serving on the Board

in an aggregate amount of $50,000 during the year-ended December 31, 2024, pursuant to an agreement entered into by and between the Company

Syed, $12,500 of which is accrued and unpaid.

Director Compensation Policy

Health has entered into individual agreements with each of its independent directors pursuant to which each independent director will

receive an annual cash retainer of $50,000.

Health’s board of directors anticipates that Wellgistics Health will adopt a non-employee director compensation policy in the near

The policy will be designed to enable Wellgistics Health to attract and retain, on a long-term basis, highly qualified non-employee

Wellgistics Health anticipates that each non-employee director will be eligible to receive cash retainers (which will be payable

quarterly in arrears and prorated for partial years of service) and certain equity awards.

previously entered into individual agreements with each of its independent directors where we agreed to pay Mr.

Anderson and Ms.

an annual cash retainer of $50,000 and Mr.

Peterson an annual cash retainer of $120,000 per year.

In addition, we agreed to carry director

and officer insurance for Mr.

Peterson and to make a one-time issuance of 200,000 shares of our Common Stock at a price per share equal

to the fair market value of the Common Stock on the grant date.

These 200,000 shares vest in equal amounts of a three year period beginning

on the first anniversary date of the grant.

July 31, 2025, we adopted a non-employee director compensation policy designed to enable us to attract and retain, on a long-term basis,

highly qualified non-employee directors.

Pursuant to the policy, each non-employee director will receive an annual cash retainer of $120,000,

payable at the director’s election in cash or shares of Common Stock.

These retainers are paid quarterly in arrears on or before

the fifteenth (15th) business day following the end of each calendar quarter.

Each non-employee director also receives an annual equity

award of 60,000 shares of Common Stock under the Company’s Amended and Restated 2023 Equity Incentive Plan.

These shares of Common

Stock are to be issued annually in arrears on or before the fifteenth (15th) business day following the end of each calendar year.

directors are also reimbursed for reasonable travel expenses in connection with their attendance at board of director and committee meetings.

Upon appointment, each non-employee directors will receive 200,000 restricted shares of Common Stock, vesting in equal installments over

three (3) years.

10b5-1 Trading Plans

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OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 20, 2025,

for (a) each stockholder known by us to own beneficially more than 5% of the Company’s common stock (b) our NEOs, (c) each of our

directors, and (d) all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance

with SEC rules.

following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 2, 2026, for

(a) each stockholder known by us to own beneficially more than 5% of the Company’s common stock (b) our NEOs, (c) each of our directors,

and (d) all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance with SEC

The information does not necessarily indicate beneficial ownership for any other purpose.

A person is also deemed to

be a beneficial owner of the Company’s common stock if that person has or shares voting power, which includes the power to vote

or direct the voting of the Company’s common stock or investment power, which includes the power to dispose of or to direct the

disposition of such capital stock.

Except in cases where community property laws apply or as indicated in the footnotes to this table,

we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of the Company’s

common stock shown as beneficially owned by the stockholder.

A person is also deemed to be a beneficial

owner of the Company’s common stock if that person has or shares voting power, which includes the power to vote or direct the voting

of the Company’s common stock or investment power, which includes the power to dispose of or to direct the disposition of such

capital stock.

Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each

stockholder identified in the table possesses sole voting and investment power over all shares of the Company’s common stock shown

as beneficially owned by the stockholder.

number of shares beneficially owned by each stockholder as described in this prospectus is determined under rules issued by the SEC and

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with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Shares Beneficially Owned

Shares Benefically Owned

Name of Beneficial Owner

Directors and Named Executive Officers:

Prashant Patel (2)

Suren Ajjarapu (3)

Directors and Named Executive Officers - Current & Former

Brian Norton (2)

Prashant Patel (3)

Surren Ajjarapu (4)

Donald Aderson

Rebecca Shahnahan

Shafaat Pirani

Donald Anderson

Rebecca Shanahan

Tim Canning (5)

All directors and executive officers as a group

Five Percent Holders:

Other Five Percent Holders:

Annapurna Gundlapalli, Trustee of the Annapurna Gundlapalli Revocable Trust 2010

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Includes (i) 9,044,720 shares owned directly by Mr.

Patel, (ii) 4,472,000 shares owned by the Patel Trust 2010, which Mr.

beneficial ownership of, as co-trustee with his wife, Rina Patel, (iii) and 2,400,000 shares owned by Goldshield Health LLC, an entity

Patel beneficially owns, for which Mr.

Norton, (ii) 6,602,926 shares owned by Strategix Global LLC, an entity in which Mr.

Norton has a beneficial interest, and (iii) 2,557,161 shares owned by Nomad Capital LLC, an entity in which Mr.

Norton has a beneficial

Brian Norton resigned as Chief Executive Officer of the Company effective from October 6, 2025.

Includes (i) 4,118,247 shares owned directly by Mr.

Patel, (ii) 4,472,000 shares owned by the Patel Trust 2010, for which Mr.

beneficial ownership, as co-trustee with his wife, Rina Patel, and (iii) 2,400,000 shares owned by Goldshield Health LLC, an entity that

Patel beneficially owns and for which Mr.

Patel thereby claims beneficial ownership.

Patel voluntarily resigned as an officer

and director of the Company effective August 8, 2025.

Patel’s decision to resign is not the result of any dispute or disagreement

with the Company, the Company’s management or the Company’s board of directors on any matter relating to the Company’s

operations, policies, or practices.

Includes (i) 2,882,247 shares owned directly by Mr.

Norton, (ii) 2,279,621 shares owned

by Strategix Global LLC, an entity in which Mr.

Norton has a beneficial interest, and (iii) 199,967 shares owned by Nomad Capital LLC,

an entity in which Mr.

Norton has a beneficial interest.

(4) Includes (i) (i) 2,236,000 shares owned directly by Mr.

4,472,000 shares owned by the Patel Trust 2010, which Mr.

Patel claims beneficial ownership of, as co-trustee with his wife, Rina Patel,

(iii) and 2,400,000 shares owned by Goldshield Health LLC, an entity that Mr.

Patel beneficially owns, for which Mr.

Patel thereby claims

beneficial ownership.

Ajjarapu, (ii) 4,463,200 shares owned by the Sandhya Ajjarapu Revocable Trust

2007, for which Mr.

Ajjarapu claims beneficial ownership through his wife, Sandhya Ajjarapu, who serves as trustee, and (iii)

3,100,000 shares owned by Sansur Associates LLC, an entity that Mr.

Ajjarapu beneficially owns and for which Mr.

Ajjarapu thereby

claims beneficial ownership (iv) 2,381,111 shares owned by Sea Rider Capital LLC, an entity that Mr.

Ajjarupu beneficially owned.

Canning resigned as Chief Executive Officer of the Company effective February 28, 2025.

Aderson, Rebecca Shahnahan and Michael L.

Peterson resigned from the Company effective from

October 1, 2025.

Compensation Plan Information

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Plan Category

securities to be

outstanding options,

warrants and rights

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise

price of outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in coloumn (a)

Equity compensation plans approved by security holders

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added incentives to further contribute to the success of the Company.

to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common

stock, or a reorganization or reclassification of the Company’s common stock, the maximum aggregate number of shares of common

stock which may be issued pursuant to awards under the Incentive Plan is 43,506,064 shares of common stock, which automatically increases

on January 1 of each calendar year during the term of the Incentive Plan, by an amount equal to the lesser of (i) three percent (3%)

of the total number of shares of the Company’s common stock issued and outstanding on December 31 of the immediately preceding

calendar year or (ii) such number of shares of the Company’s common stock as may be established by the Administrator.

of the date of this Annual Report, a total of 43,506,064 shares of common stock remain available for awards under the Incentive Plan.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

common stock is traded on Nasdaq under the ticker “WGRX”.

Compensation arrangements for our named executive officers and

our directors are described elsewhere in this Annual Report under the sections entitled “ Executive Compensation ” and

“ Director Compensation .”

Nasdaq’s rules and listing standards, a majority of the members of our board of directors must satisfy Nasdaq’s criteria

for “independence.” Under applicable Nasdaq rules, no director qualifies as independent unless our board of directors affirmatively

determines that the director does not have a relationship with us that would impair independence (directly or as a partner, stockholder

or officer of an organization that has a relationship with us).

Our board of directors has determined that all members of our board of

directors, except Prashant Patel, are independent directors, including for purposes of Nasdaq and SEC rules and regulations.

is not independent as a result of his position as our executive officer.

In making these determinations, our board of directors considered

the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board

of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee

director and the transactions described below.

as set forth below, since January 1, 2023, there has not been nor are there currently proposed any transactions or series of similar

transactions to which we were or are to be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of

our total assets at year-end for the last two completed fiscal years and in which any of our directors or executive officers or any holder

of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or

indirect material interest.

common stock is traded on The NASDAQ Capital Market.

Our Board of Directors has determined that all of its current members qualify as

an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq listing rules.

addition to the compensation arrangements with our directors and executive officers incorporated by reference into the registration statement

of which this prospectus forms a part, the following is a description of each transaction since January 1, 2024, and each currently proposed

transaction in which (i) we have been or will be a participant;

(ii) the amount involved exceeds or will exceed the lesser of $120,000

or one percent (1%) of the average of the our total assets at year-end for the last two completed fiscal years;

and (iii) any of our

directors, executive officers or beneficial holders of more than five percent (5%) of our capital stock, or any immediate family member

of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect

material interest.

Sage Membership Interest Purchase Agreement

January 2023, we entered into a Membership Interest Purchase Agreement (the “Wood Sage MIPA”) with Nikul Panchal, an individual

resident of the State of Florida in connection with our acquisition of Wood Sage (the “Wood Sage Acquisition”).

the Wood Sage Acquisition on June 16, 2024, paying Mr.

Panchal in shares of our common stock equal to approximately $400,000 issued at

a 20% discount.

Panchal currently is our Vice President of Business Development and Sales in addition to being a stockholder of the

January of 2023, we entered into a Membership Interest Purchase Agreement with Nikul Panchal, an individual resident of the State of

Florida, in connection with our acquisition of Wood Sage.

Panchal amended and restated this agreement on June 16, 2024, whereby

we revised the closing payment to be made by us to Mr.

Panchal to be 0.389 shares of the Company’s common stock, before giving

effect to any forward or reverse stock splits.

The shares issued by us to Mr.

Panchal were meant to approximate total cash compensation

of $400,000 with a 20% discount.

Panchal currently is our Vice President of Business Development and Sales in addition to being a

stockholder of the Company.

LLC Membership Interest Purchase Agreement

May 2023, we entered into the Wellgistics MIPA, whereby we agreed to acquire all of the issued outstanding membership interests of Wellgistics

May 2023, we entered into a Membership Interest Purchase Agreement with Wellgistics LLC and its owners, Strategix Global LLC, Nomad Capital

LLC, Jouska Holdings LLC, and Brian Norton (the “Wellgistics MIPA”), whereby we agreed to acquire all of the issued outstanding

membership interests of Wellgistics LLC.

Wellgistics LLC was founded in 2013 and has been continuously operating.

August 4, 2023, the Company and Wellgistics LLC amended the Wellgistics MIPA to extend the termination date of the Wellgistics MIPA to

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Registration Statement on Form S-1 that we filed with the SEC on July 22, 2024, as subsequently amended and (ii) or August 30, 2025.

Service Agreement

January 20, 2023, we entered into a Master Service Agreement with Wood Sage (the “Wood Sage Agreement”).

Pursuant to the

Wood Sage Agreement, Wood Sage agreed to provide management and other administrative services and assistance in return for payment in

the amount of $265,881.44.

On September 29, 2023, Wood Sage and the Company entered into a termination agreement whereby we terminated

the Master Service Agreement, as well as any amendments thereto, and released Wood Sage and the Company from their respective covenants,

agreements, and undertakings made thereunder.

2025 Promissory Note

September 14, 2023, Scienture—then operating under the name TRxADE Health, Inc.—made a promissory note in favor of the Company

in connection with the Company lending Scienture $300,000.

The promissory note accrued interest at 0% per annum and is due and payable

no later than 30 days after a change in control of borrower, as defined in the note agreement.

Scienture prepaid $250,000 of the outstanding principal owing on the promissory note, leaving a principal balance of $50,000 as of the

date the promissory note was made.

The note was fully paid off in February 2024.

Prashant Patel, the Chief Strategy Officer and Vice

Chairman of our board of directors, and Suren Ajjarapu, Chairman of our board of directors, served on Scienture’s board of directors

at the time of the transaction.

Patel no longer serves on Scienture’s board of directors, Mr.

Ajjarapu does continnue

to serve on Scienture’s board of directors.

April 4, 2025, the Company issued a promissory note (the “ April 2025 Note ”) to a Sansur Associates, LLC, an entity

beneficially owned by Surendra Ajjarapu, the Chairman of the Company’s Board, in the principal amount of $500,000.

The April 2025

Note bore interest at a rate equal to ten percent (10%) per annum, is unsecured, and was to mature on October 7, 2025.

No funds were

advanced under the April 2025 Note and the Company and Sansur Associates, LLC mutually agreed to terminate the note in August 2025.

Employment Agreements

February 10, 2023, we entered into an executive employment agreement with Shafaat Pirani, our Chief Clinical Officer.

The initial term

of the agreement began on June 16, 2024, and expires on June 30, 2028.

The term will be automatically renewed until the agreement is

terminated pursuant to its terms.

Pirani’s initial annual base salary is $275,000 and such base salary will be subject to adjustment

by the board of directors each year.

Pirani is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance

bonus of up to 20% of his base salary.

Such bonus amounts will be determined by the board of directors.

Furthermore, Dr.

receive shares of the Company’s common stock as of December 31 for the entirety of the term of the agreement.

August 9, 2023, we entered into an executive employment agreement with Prashant Patel, our Chief Strategy Officer and Vice Chairman of

the Board of Directors.

The initial term of the agreement began on December 31, 2023, and expires on December 31, 2025.

The term will

be automatically renewed until the agreement is terminated pursuant to its terms.

Patel’s initial annual base salary is $400,000

and such base salary will be subject to adjustment by the compensation committee each year.

Patel is also eligible to receive a yearly

cash, stock, or equity bonus and a yearly performance bonus of up to 200% of his base salary.

Such bonus amounts will be determined by

the compensation committee.

In addition to certain customary benefits, Mr.

Patel will receive a monthly automobile allowance of $2,000.

August 9, 2023, we entered into an executive employment agreement with Suren Ajjarapu, our Chairman of the Board of Directors.

term of the agreement begins on December 31, 2023, and expires on December 31, 2025.

The term will be automatically renewed until the

agreement is terminated pursuant to its terms.

Ajjarapu’s initial annual base salary is $400,000 and such base salary will

be subject to adjustment by the compensation committee each year.

Ajjarapu is also eligible to receive a yearly cash, stock, or equity

bonus and a yearly performance bonus of up to 200% of his base salary.

Such bonus amounts will be determined by the compensation committee.

In addition to certain customary benefits, Mr.

Ajjarapu will receive a monthly automobile allowance of $2,000.

April 15, 2024, Wellgistics Health entered into a contract agreement with Aletheia Strategic Advisory LLC (“ Aletheia ”),

whereby Vishnu Balu—the sole member of Aletheia—agreed to serve as Wellgistics Health’s financial lead or Chief Financial

The agreement may be terminated upon three-month notice unless Mr.

January 18, 2024, the Company entered into an executive employment agreement with Tim Canning, its Chief Executive Officer.

term of the agreement expires on December 31, 2026, and the term will be automatically renewed until the agreement is terminated pursuant

to its terms.

Canning’s initial annual base salary was $300,000 and such base salary was subject to adjustment by the compensation

committee each year.

Canning was also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of

up to 75% of his base salary.

Such bonus amounts were determined by the compensation committee.

In addition to certain customary benefits,

Canning received a monthly apartment allowance of $2,500.

As previously disclosed, Mr.

Canning resigned from the Company, effective

as of February 28, 2025.

Canning’s decision to resign was not the result of any dispute or disagreement with the Company, the

Company’s management or the Board on any matter relating to the Company’s operations, policies or practices..

April 15, 2024, the Company entered into a contract agreement with Aletheia Strategic Advisory LLC (“ Aletheia ”), whereby

Vishnu Balu—the sole member of Aletheia—agreed to serve as Wellgistics Health’s financial lead or Chief Financial Officer.

Balu’s formal title with Wellgistics Health was Vice President of Finance and Chief Financial Officer.

The agreement may be

terminated upon three-month notice unless Mr.

Balu’s position is converted to another full-time position.

In exchange for Mr.

Balu service, Wellgistics Health committed to pay Mr.

service, Wellgistics Health committed to pay Mr.

Balu an annual fee equal to $200,000.

March 3, 2025, we entered into an executive employment agreement with Brian Norton, our Chief Executive Officer.

The initial term of

the agreement began on March 3, 2025, and expires on December 31, 2025.

The term will be automatically renewed until the agreement is

terminated pursuant to its terms.

The agreement provides for an annual base salary of $490,000.

Norton’s base salary may increase

as determined by the Compensation Committee of the Company’s Board of Directors in its sole discretion, and will increase by 5%

in the event Mr.

Norton meets at least 90% of certain annual performance metrics established by the Compensation Committee.

Norton is eligible for a performance based bonus of up to 100% of his base salary as determined by the Compensation Committee that

is contingent upon the achievement of certain performance objectives and a yearly discretionary cash stock or equity bonus in an amount

determined by the Compensation Committee.

Norton’s employment agreement provides an automobile allowance of $1,000 per month

and a relocation allowance of $15,000.

On the Effective Date, Mr.

Norton will be granted Restricted Stock Units (“RSU”) Awards

of 9,000,000 shares of the Company’s common stock that vest over three years in equal amounts contingent upon the Company realizing

certain gross revenue and gross profit targets.

In the event that Mr.

Norton resigns for “good reason” or is terminated by

the Company without “cause,” each as defined in Mr.

Norton’s employment agreement, or a change of control takes place,

all outstanding and unvested RSUs will immediately accelerate and vest in full.

Norton’s employment agreement, Mr.

will be eligible for other employee benefits in accordance with the Company’s policies and plans.

Balu resigned as the Company’s Chief

Financial Officer effective as of April 22, 2025.

Balu’s decision to resign is not the result of any dispute or disagreement

with the Company, the Company’s management or the Company’s Board of Directors on any matter relating to the Company’s

operations, policies or practices.

February 28, 2025, the Company and Mr.

Norton entered into an employment agreement (the “ Norton Employment Agreement ”)

that provides for an annual base salary of $490,000.

Norton’s base salary may increase as determined by the compensation committee

of the Company’s Board of Directors in its sole discretion, and will increase by 5% in the event Mr.

Norton meets at least 90%

of certain annual performance metrics established by the compensation committee.

Furthermore, Mr.

Norton is eligible for a performance

based bonus of up to 100% of his base salary as determined by the compensation committee that is contingent upon the achievement of certain

performance objectives and a yearly discretionary cash stock or equity bonus in an amount determined by the compensation committee.

Norton Employment Agreement provides an automobile allowance of $1,000 per month and a relocation allowance of $15,000.

Pursuant to the

Norton Employment Agreement, the Company agreed to award 9,000,000 shares of restricted Common Stock to Mr.

Norton that would vest over

no more than three years contingent upon the Company realizing certain financial performance targets.

This restricted stock award was

granted in March 2025.

While the performance targets had not yet been achieved, the Compensation Committee of the Board of Directors

accelerated the vesting of this award effective July 24, 2025 following the conversion of the approximately $8.1 million closing payment

due to the Wellgistics, LLC sellers to common stock of the Company as further described in “ Business— Overview.”

As a result of such acceleration, these shares of Common Stock are no longer restricted.

Under the Norton Employment Agreement, Mr.

is eligible for other employee benefits in accordance with the Company’s policies and plans.

April 22, 2025, the Company and Mr.

DiSiena entered into an employment agreement (the “ DiSiena Employment Agreement ”)

that provides for Mr.

DiSiena to be paid an annual salary of $200,000 per year, which will increase to $275,000 per year upon the Company’s

completion of a funding round in a minimum amount of $10 million.

DiSiena also is eligible for a discretionary bonus as determined

by the Company’s Board of Directors.

DiSiena is eligible for other employee benefits in accordance with the Company’s

policies and plans.

In addition, the Company has agreed, pursuant to the DiSiena Employment Agreement, to issue 150,000 restricted shares

of the Company’s Common Stock to Mr.

DiSiena on or before July 21, 2025.

These shares of Common Shares vest in equal annual installments,

with the first installment vesting on December 31, 2025, contingent upon Mr.

DiSiena remaining employed by and in good standing with

the Company as of each vesting date.

The DiSiena Employment Agreement is effective for 3 years and will be automatically renewed for

successive one-year terms unless either party provides written notice of an intention to terminate employment or the DiSiena Employment

Agreement is otherwise terminated pursuant to its terms.

June 10, 2025 the Company and Mr.

Madsen entered into an employment agreement (the “ Madsen Employment Agreement ”)

that provides for Mr.

Madsen to be paid an annual salary of $450,000 per year.

Madsen also is eligible for (i) a discretionary bonus

as determined by the Company’s Board of Directors provided that Mr.

Madsen has been employed for the duration of the relevant fiscal

year and (ii) an annual performance bonus equal to a percentage of Mr.

Madsen’s base salary as determined by the Compensation Committee

of the Company’s Board of Directors.

Madsen also receives an automobile allowance of $1,000 per month and will receive a $50,000

signing and relocation bonus of $50,000 upon the Company’s completion of a funding round for the Company.

Madsen is eligible

for other employee benefits in accordance with the Company’s policies and plans.

The Madsen Employment Agreement also contains

customary representations and warranties and restrictive covenants.

The Madsen Employment Agreement is effective for 3 years and will

be automatically renewed for successive one-year terms unless either party provides written notice of an intention to terminate employment

or the Madsen Employment Agreement is otherwise terminated pursuant to its terms.

Indemnification

January 9, 2024, Wellgistics Health entered into an indemnification agreement with Tim Canning, its former Chief Executive Officer.

agreement required Wellgistics Health to indemnify Mr.

Canning for certain expenses, including reasonable attorneys’ fees, incurred

by him in certain actions or proceedings arising out of his services as Wellgistics Health’s Chief Executive Officer.

intend to enter into indemnification agreements with our directors and executive officers that will, among other things, require us to

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statements and notes thereto included in this Form 10-K.

Certificate of Incorporation of Wellgistics Health, Inc., as amended and currently in effect (incorporated by reference to Exhibit 3.1 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025).

Bylaws of Wellgistics Health, Inc.

as currently in effect (incorporated by reference to Exhibit 3.2 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025).

Amended and Restated Membership Interest Purchase Agreement dated June 16, 2024, by and between Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) and Nikul Panchal (incorporated by reference to Exhibit 10.1 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

(f/k/a Danam Health, Inc.) and Nikul Panchal (incorporated by reference to Exhibit 10.1 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025).

Membership Interest Purchase Agreement dated May 11, 2023, by and among Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.), Wellgistics, LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton, as amended (incorporated by reference to Exhibit 5.2 of Wellgistics Health, Inc.’s Current Report on Form 8-K filed with the SEC on March 6, 2025).

Certificate of Incorporation of Wellgistics Health, Inc., as amended and currently in effect (incorporated by reference to Exhibit 3.1 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Bylaws of Wellgistics Health, Inc.

as currently in effect (incorporated by reference to Exhibit 3.2 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 1.1 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Second Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025)

(f/k/a Danam Health, Inc.), Wellgistics, LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton, as amended (incorporated by reference to Exhibit 10.2 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025)

Second Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025)

Executive Employment Agreement dated January 1, 2023, by and between Suren Ajjarapu and Wellgistics Health, Inc.

(incorporated by reference to Exhibit 10.6 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

(incorporated by reference to Exhibit 10.6 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025)

Executive Employment Agreement dated January 1, 2023, by and between Dr.

Shafaat Pirani and Wellgistics Health, Inc.

(incorporated by reference to Exhibit 10.7 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

(incorporated by reference to Exhibit 10.7 Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025)

Executive Employment Agreement dated January 1, 2023, by and between Prashant Patel and Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.8 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Executive Employment Agreement dated January 1, 2023, by and between Nikul Panchal and Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.9 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Executive Employment Agreement dated March 3, 2025, by and between Wellgistics Health, Inc.

and Brian Norton (incorporated by reference to Exhibit 5.1 of Wellgistics Health, Inc.’s Current Report on Form 8-K filed with the SEC on March 6, 2025).

Indemnification Agreement dated January 9, 2024, by and between Tim Canning and Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.10 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025)

Contract Agreement dated April 15, 2024, by and between Aletheia Strategic Advisory LLC and Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.11 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Lease Agreement dated March 23, 2024, by and between GVI-IP TAMPA OFFICE OWNER, LLC and Wellgistics, LLC and Wellgistics Health, Inc (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.12 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025)

Promissory Note dated August 22, 2023, made by Wood Sage, LLC in favor of Integral Health, Inc.

(incorporated by reference to Exhibit 10.13 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Promissory Note dated January 12, 2024, made by Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) in favor of Strategic EP LLC (incorporated by reference to Exhibit 10.14 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Promissory Note effective September 14, 2023, made by TRxADE, Inc.

(f/k/a Danam Health, Inc.)

Employment Agreement dated January 1, 2023, by and between Nikul Panchal and Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.)

Indemnification

Agreement dated January 9, 2024, by and between Tim Canning and Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.)

Agreement dated April 15, 2024, by and between Aletheia Strategic Advisory LLC and Wellgistics Health, Inc.

(f/k/a Danam Health,

Agreement dated March 23, 2024, by and between GVI-IP TAMPA OFFICE OWNER, LLC and Wellgistics, LLC and Wellgistics Health, Inc (f/k/a

Danam Health, Inc.)

Note dated August 22, 2023, made by Wood Sage, LLC in favor of Integral Health, Inc.

Note dated January 12, 2024, made by Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) in favor of Strategic EP LLC

Note effective September 14, 2023, made by TRxADE, Inc.

in favor of Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) Promissory Note effective September 14, 2023, made by TRxADE, Inc.

(f/k/a Danam Health, Inc.) Promissory

Note effective September 14, 2023, made by TRxADE, Inc.

in favor of Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.15 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Promissory Note dated September 13, 2023, made by Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) in favor of Nomad Capital LLC (incorporated by reference to Exhibit 10.16 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Loan and Security Agreement dated November 22, 2024, by and between Marco Capital, Inc.

and Wellgistics, LLC (incorporated by reference to Exhibit 10.17 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Guaranty Agreement dated as of November 22, 2024, by Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.)

Note dated September 13, 2023, made by Wellgistics Health, Inc.

(f/k/a Danam Health, Inc.) in favor of Nomad Capital LLC

and Security Agreement dated November 22, 2024, by and between Marco Capital, Inc.

and Wellgistics, LLC

Agreement dated as of November 22, 2024, by Wellgistics Health, Inc.

(formerly Danam Health, Inc.) in favor of Marco Capital, Inc.

(incorporated by reference to Exhibit 10.18 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Services Agreement dated July 12, 2023, by and between Roadie, Inc.

and Alliance Pharma Solutions, LLC dba DelivMeds (incorporated by reference to Exhibit 10.19 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Integration and Delivery Services Agreement dated January 26, 2022, by and between Lyft Healthcare, Inc.

and Alliance Pharma Solutions, LLC d/b/a DelivMeds (incorporated by reference to Exhibit 10.20 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Master Services Agreement dated November 20, 2023, by and between Best Computer Systems, Inc.

d/b/a BestRx Pharmacy Software and DelivMeds (incorporated by reference to Exhibit 10.21 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

340B Contract Pharmacy Services Agreement dated April 1, 2021, by and between Community Specialty Pharmacy, LLC and AIDS Service Association of Pinellas, Inc.

dba EPIC (incorporated by reference to Exhibit 10.22 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Participating Pharmacy Agreement dated February 6, 2023, by and between Medzoomer, Inc.

and Alliance Pharma Solutions, LLC dba DelivMeds

and Delivery Services Agreement dated January 26, 2022, by and between Lyft Healthcare, Inc.

and Alliance Pharma Solutions, LLC d/b/a

Services Agreement dated November 20, 2023, by and between Best Computer Systems, Inc.

d/b/a BestRx Pharmacy Software and DelivMeds

Contract Pharmacy Services Agreement dated April 1, 2021, by and between Community Specialty Pharmacy, LLC and AIDS Service Association

of Pinellas, Inc.

Participating

Pharmacy Agreement dated February 6, 2023, by and between Medzoomer, Inc.

and Community Specialty Pharmacy Inc.

(incorporated by reference to Exhibit 10.23 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Standard Merchant Cash Advance Agreement dated October 1, 2024, by and between Cedar Advance LLC and Wellgistics LLC / Danam Health, Inc.

(incorporated by reference to Exhibit 10.24 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

Consulting Agreement dated February 25, 2025, by and between Wellgistics Health, Inc.

and Hudson Global Ventures, LLC (incorporated by reference to Exhibit 1.1 of Wellgistics Health, Inc.’s Current Report on Form 8-K filed with the SEC on February 28, 2025).

Code of Ethics

Insider Trading Policy

Merchant Cash Advance Agreement dated October 1, 2024, by and between Cedar Advance LLC and Wellgistics LLC / Danam Health, Inc.

List of Subsidiaries of Wellgistics Health, Inc.

(incorporated by reference to Exhibit 21.1 of Wellgistics Health, Inc.’s amended Registration Statement on Form S-1 filed with the SEC on January 14, 2025).

(incorporated by reference to Exhibit 21.1 of Wellgistics Health, Inc.’s Registration Statement on Form S-1 filed with the SEC on January 14, 2025)

of Suri & Co.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions

6 unchanged sentences

March 20, 2026

Norton, Chief Executive Officer (Principal Executive Officer)

Prashant Patel

Patel, Principal Executive Officer)

March 20, 2026

2 unchanged sentences

registrant and in the capacities and on the dates indicated.

Executive Officer

Prashant Patel

Executive Officer)

Financial Officer

Chief Financial Officer

Financial Officer, Principal Accounting Officer)

1 unchanged sentence

Prashant Patel

Rebecca Shanahan

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 9A. Controls and Procedures