What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-19 compared with 2025-11-19 · 723 added, 852 removed, 441 unchanged (78% of the section changed)

1 unchanged sentence

BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, related party

Accounts receivable, net

Inventories, net

Prepaid expenses

Due from related parties

Deferred offering costs

Due from related party

Total current assets

3 unchanged sentences

Other intangible assets, net

Note receivable

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

3 unchanged sentences

Accrued expenses and other liabilities

Other short-term advances

Due to related parties

Due to seller

Due to related parties

Convertible notes payable

Current portion of debt obligations, net of debt discount

2 unchanged sentences

Notes payable

Note payable, related party

Operating lease liabilities

1 unchanged sentence

Commitments and contingencies (Note 13)

Stockholders’ equity:

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 91,406,962 and 51,055,508 shares issued and 89,452,911 and 51,055,508 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Stockholders’ equity (deficit):

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 120,380,108 and 102,289,619 shares issued and 119,397,987 and 101,307,498 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 111,031,690 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ equity (deficit)

( 15,062,449 )

( 12,447,801 )

Total liabilities and stockholders’ equity (deficit)

the accompanying notes to the unaudited condensed consolidated financial statements

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Cost of net revenues

Gross profit (loss)

Operating expenses:

6 unchanged sentences

( 31,348,368 )

( 68,397,073 )

( 2,397,600 )

Other income/(expense):

2 unchanged sentences

( 1,094,490 )

Loss on debt extinguishment

( 1,353,663 )

Gain on extinguishment of vendor obligation

Settlement fees

Total other expense, net

4 unchanged sentences

( 32,430,903 )

( 73,421,571 )

( 2,524,474 )

Provision for income taxes

1 unchanged sentence

$ ( 32,430,903 )

$ ( 73,421,571 )

$ ( 2,524,474 )

Net loss per common share - basic and diluted

Weighted average common shares outstanding - basic and diluted

Net loss per common share - basic and diluted

the accompanying notes to the unaudited condensed consolidated financial statements

STATEMENTS OF STOCKHOLDERS’ EQUITY

Equity (Deficit)

Stockholders’

2 unchanged sentences

$ ( 9,757,160 )

$ ( 2,900,434 )

Balance at March 31, 2024

$ ( 2,984,056 )

$ ( 2,983,556 )

Founder’s initial contribution

Shares issued to employees

Shares issued pursuant to business combination

Balance at June 30, 2024

$ ( 3,558,381 )

$ ( 3,147,881 )

Shares issued pursuant to business combination

( 1,867,027 )

Balance at September 30, 2024

$ ( 5,425,408 )

Balance at December 31, 2024

$ ( 9,757,160 )

Common stock issued pursuant to IPO

Common stock issued pursuant to public offering

Common stock issued pursuant to consulting agreements

9 unchanged sentences

$ ( 42,188,063 )

Common stock issued pursuant to equity purchase agreement

Issuance of commitment shares under equity purchase agreement

Common stock issued in partial settlement of seller’s note

Vested restricted stock granted to employees

Offering costs

( 6,672,464 )

Balance at June 30, 2025

Balance at December 31, 2025

$ ( 111,031,690 )

$ ( 12,447,801 )

Common stock issued pursuant to equity purchase agreement

Common stock issued pursuant to public offering

Common stock issued in partial settlement of due to seller

Common stock issued for services

Common stock cancelled

Vesting of restricted stock - Acceleration

Common stock and warrants issued in settlement of accrued compensation

Common stock issued in settlement of vendor obligation

Common stock issued as settlement and legal fees

Common stock issued pursuant to consulting agreement

Issuance of placement agent warrants in connection with convertible notes

Vested restricted stock granted to employees

Vested restricted stock granted to consultants

Offering costs

( 7,742,597 )

Balance at September 30, 2025

Balance at March 31, 2026

$ 103,699,898

$ ( 118,774,287 )

$ ( 15,062,449 )

the accompanying notes to the unaudited condensed consolidated financial statements

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

3 unchanged sentences

Allowances for credit losses

Loss on debt extinguishment

Gain on extinguishment of vendor obligation

Amortization of debt discount

1 unchanged sentence

Changes in operating assets and liabilities:

Accounts receivable

Deferred offering costs

Accounts receivable, net

Inventories, net

Prepaid expenses

3 unchanged sentences

Due from / to related parties, net

Net cash (used in) provided by operating activities

Net cash used in operating activities

( 3,413,129 )

Cash flows from investing activities:

Cash acquired in business combinations

Purchase price consideration of business combination

( 1,347,449 )

Cash flows from investing activities:

Investments in capitalized software

2 unchanged sentences

Proceeds from promissory note

Repayment of promissory note

Repayment of seller promissory note

Proceeds from term loan

Proceeds from revolving line of credit

Repayment of revolving line of credit

( 22,627,509 )

Proceeds from convertible notes

Proceeds from Merchant cash advance

Repayment of merchant cash advance

Proceeds from common stock issued pursuant to equity purchase agreement

Proceeds from common stock issued pursuant to IPO

Repayment of term loan

( 2,104,557 )

Proceeds from common stock issued pursuant to public offering

1 unchanged sentence

( 1,598,196 )

Founder’s initial contribution

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net change in cash and cash equivalents

5 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Issuance of commitment shares under equity purchase agreement

Derecognition of promissory note and accrued interest pursuant to debt extinguishment

Common stock issued in partial settlement of seller’s note

Shares issued pursuant to business combination

Promissory note issued pursuant to business combination

Debt assigned to related party

Issuance of common stock for prepaid consulting services

Issuance of common stock and warrants in settlement of accrued compensation

Issuance of common stock in settlement of vendor and debt obligation

Fair value of warrants issued as debt issuance cost

the accompanying notes to the unaudited condensed consolidated financial statements

TO THE CONSOLDIATED FINANCIAL STATEMENTS

TO THE CONDENDSED CONSOLDIATED FINANCIAL STATEMENTS

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company was initially organized in the name of Ayan Sponsors LLC on September 6, 2022, and subsequently incorporated in the name Danam

(the “Company”/ “us”/ “we”/ “our”) as a Delaware Corporation that was registered

on November 15, 2022, The Company’s headquarters are in Tampa, Florida.

January 2023 and May 2023, the Company entered into separate definitive agreements with the owners of Wood Sage LLC (“Wood Sage”)

and Wellgistics LLC, respectively, whereby the Company would acquire all of the respective outstanding membership interests of Wood Sage

and Wellgistics LLC.

In June 2024, the Company and Wood Sage entered into an amended and revised definitive agreement and closed on the

Wood Sage Acquisition, thereby making Wood Sage a wholly owned subsidiary.

In connection with the Wood Sage Acquisition, the Company

acquired two of its operating subsidiaries, Alliance Pharma Solutions LLC d/b/a DelivMeds (n/k/a Wellgistics Tech & Hub, LLC) (“DelivMeds”)—a

pharmaceutical technology hub—and Community Specialty Pharmacy, LLC (n/k/a Wellgistics Pharmacy, LLC) (“Wellgistics Pharmacy”)—a

retail community specialty pharmacy.

August 30, 2024, the Company closed on the Wellgistics Acquisition, thereby making Wellgistics LLC—a company focused on wholesale

operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant

to improve market access to and patient outcomes regarding the medications—a wholly owned subsidiary.

such, the Company currently exists as a holding company with Wood Sage as a directly held intermediate holding company subsidiary, Wellgistics

Tech & Hub, LLC and Wellgistics Pharmacy, LLC as indirect operating subsidiaries, and Wellgistics, LLC as a direct operating subsidiary.

October 4, 2024, the Company changed its corporate name to “Wellgistics Health, Inc.” (referred as “Wellgistics Health/WGRX/”the

Company”/ “we”/ “us”/ “our”“) by filing a duly authorized Certificate of Amendment to

its Certificate of Incorporation.

Public Offering

February 20, 2025, the Company entered into an Underwriting Agreement (the “ Underwriting Agreement ”) with Craft

Capital Management LLC as representatives of the several underwriters (the “ Underwriters ”), relating to the

Company’s initial public offering (the “Offering” or “IPO”) of 888,889 shares of common stock, par value

$ 0.0001 per share, at a public offering price of $ 4.50 per share, generating gross proceeds of approximately $ 4 million and net proceeds

of approximately $ 3.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses.

shares of common stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No.

originally filed with the U.S.

Securities and Exchange Commission (the “Commission”) on July 22, 2024, and later amended

(as amended, the “Registration Statement”).

The Registration Statement was declared effective by the Commission on February

The closing of the Offering took place on February 24, 2025.

A final prospectus describing the terms of the offering was filed

with the Commission on February 21, 2025.

Company’s common stock commenced trading on the Nasdaq Capital Market LLC on February 21, 2025, under the symbol “WGRX”.

The IPO generated net proceeds to the Company of approximately $ 3.1 million, after deducting underwriting discounts and commissions and

other estimated offering expenses.

The Company intends to use the net proceeds from the offering to increase its capitalization, provide

financial flexibility, and enhance visibility into the marketplace as well as to create a public market for the common stock and for

general corporate purposes, including establishing working capital, funding marketing initiatives, and facilitating capital expenditures.

(the “Company,” “we,” “us,” or “our”) is a Delaware corporation headquartered

in Tampa, Florida.

The Company was initially organized as Ayan Sponsors LLC on September 6, 2022, and subsequently incorporated as Danam

on November 15, 2022.

On October 4, 2024, the Company changed its corporate name to Wellgistics Health, Inc.

duly authorized Certificate of Amendment to its Certificate of Incorporation.

Company operates as a holding company with Wood Sage LLC (“Wood Sage”) as a directly held intermediate holding company subsidiary,

Wellgistics Tech & Hub, LLC and Wellgistics Pharmacy, LLC as indirect operating subsidiaries, and Wellgistics, LLC as a direct operating

June 2024, the Company closed on the acquisition of Wood Sage (the “Wood Sage Acquisition”), acquiring two operating subsidiaries:

Wellgistics Tech & Hub, LLC (f/k/a Alliance Pharma Solutions LLC d/b/a DelivMeds), a pharmaceutical technology hub, and Wellgistics

Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC), a retail community specialty pharmacy.

On August 30, 2024, the Company closed

on the acquisition of Wellgistics, LLC (the “Wellgistics Acquisition”), a wholesale pharmaceutical distributor serving a

network of independent pharmacies.

of Significant Accounting Policies

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items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of

September 30, 2025 and for the three and nine months then ended.

accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial

statements and the notes thereto for the year ended December 31, 2024 included in the Form 10-K filed with the SEC on March 25,

of Consolidation

condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany balances

and transactions have been eliminated in consolidation.

preparation of the condensed consolidated financial statements and related disclosures in conformity with U.S.

GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses reported

in those condensed consolidated financial statements.

Descriptions of our significant accounting policies are discussed in the notes

to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Management evaluates

the related estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic

environment, and makes adjustments when facts and circumstances dictate.

As future events and their effects cannot be determined with

precision, actual results could differ significantly from those estimates and assumptions.

Significant changes, if any, in those estimates

and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements

in future periods.

March 31, 2025 and for the three months then ended.

accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements

and the notes thereto for the year ended December 31, 2025 included in the Form 10-K filed with the SEC on March 20, 2026.

of Presentation and Principles of Consolidation

Company’s fiscal year ends on December 31.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.GAAP”) in all material respects and have been consistently applied in preparing

the accompanying unaudited condensed consolidated financial statements.

condensed consolidated financial statements include the consolidated financial statements of Wood Sage since the acquisition on June

16, 2024 and financial statements of Wellgistics, LLC since the acquisition on August 30, 2024.

All inter-company balances and transactions

are eliminated on consolidation.

preparation of the unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Descriptions of significant

accounting policies are included in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year

ended December 31, 2025.

Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other

factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.

Actual results could

differ from those estimates.

Comprehensive

loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other

than those with stockholders.

For the three months ended March 31, 2026 and 2025, there was no difference between net loss and comprehensive

accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), we identify our

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Deposits are insured to Federal Deposit Insurance Corp limits.

the nine months ended September 30, 2025, one customer accounted for approximately 14 % of total revenue.

As of September 30, 2025,

one customer accounted for approximately 22 % of gross accounts receivable.

The Company’s reliance on this and other major

customers presents a concentration risk.

The loss of this customer or a significant reduction in their orders could have a material

adverse effect on the Company’s financial performance.

The Company continues to focus on efforts to diversify its customer

base to mitigate such risks.

the three months ended March 31, 2026, no single customer accounted for more than 10 % of the Company’s total revenues.

three months ended March 31, 2025, one customer accounted for approximately 24.6 % of total revenues.

of March 31, 2026, two customers accounted for approximately 25.4 % and 11.1 %, respectively, of gross accounts receivable.

31, 2025, two customers accounted for approximately 20.2 % and 13.0 %, respectively, of gross accounts receivable.

Company’s revenues and accounts receivable are subject to concentration risk due to its reliance on a limited number of significant

The loss of any one of these customers, or a material reduction in their purchase volumes, could have a material adverse effect

on the Company’s business, financial condition, and results of operations.

Management continues to actively pursue opportunities

to broaden and diversify the Company’s customer base in order to reduce its exposure to this concentration risk.

Value of Financial Instruments

15 unchanged sentences

pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

carrying amounts of cash, accounts receivable, note receivable, deposits, accounts payable, accrued liabilities and short-term debt approximate

their fair value because of the short-term nature of these instruments.

The carrying amount of long-term debt approximates fair value

because the debt is based on current rates at which the Company could borrow funds with similar maturities.

carrying amounts of cash, accounts receivable, deposits, accounts payable, accrued liabilities and short-term debt approximate their

fair value because of the short-term nature of these instruments.

The carrying amount of long-term debt approximates fair value because

the debt is based on current rates at which the Company could borrow funds with similar maturities.

Receivable and Allowance for Credit Losses

11 unchanged sentences

losses, we combine the historical and expected credit loss rates and apply them to our period end accounts receivable.

Company provides for a 95 %

loss rate of the accounts receivable which are due over the period of 90 days.

For the three months ended September 30, 2025 and

2024, the Company recognized a provision for credit losses of $ 65,128 and $ 26,666 , respectively, within general and administrative

For the nine months ended September 30, 2025 and 2024, the Company recognized a provision for credit losses of $ 265,582

and $ 26,666 , respectively,

within general and administrative expenses

of September 30, 2025, and December 31, 2024, allowance for credit losses was $ 1,187,288 and $ 940,596 , respectively.

Company provides for a 95 % - 100 % loss rate of the accounts receivable which are due over the period of 90 days.

For the three months

ended March 31, 2026 and 2025, the Company recognized a provision for credit losses of $ 93,698 and $ 76,154 , respectively, within general

and administrative expenses.

are stated at the lower of cost and net realizable value.

6 unchanged sentences

If actual conditions are less favorable than our assumptions, additional inventory write-downs may

be required, and no reserve is maintained as obsolete or expired inventories are written off.

We believe that the inventory valuation

provides a reasonable approximation of the current value of inventory.

be required, and no reserve is maintained as obsolete or expired inventories are written off and are presented in cost of net revenues

in the accompanying consolidated statements of operations and comprehensive loss.

We believe that the inventory valuation provides a

reasonable approximation of the current value of inventory.

Company complies with the guidance of ASC 350-40, “ Intangibles—Goodwill and Other—Internal Use Software ”,

11 unchanged sentences

Amortization commences when the software is available for our intended use.

of September 30, 2025 and December 31, 2024, the Company capitalized $ 2,244,161 and $ 1,618,017 , respectively, in software development

pertaining to the Delivmeds platform via its DelivMeds subsidiary.

date, the Delivmeds platform is not yet been placed in service and therefore amortization has not commenced.

of March 31, 2026 and December 31, 2025, the Company capitalized $ 2,704,641 and $ 2,499,553 , respectively, in software development pertaining

to the Delivmeds platform via its DelivMeds subsidiary.

platform has not yet been placed in service and accordingly, amortization has not commenced.

Plant and Equipment, Net

plant and equipment, net (“PP&E”) is stated at cost less accumulated depreciation and amortization and any accumulated

impairment losses.

Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful

The estimated useful lives of PP&E are as follows:

– 5 – 10 years

and Fixtures – 7 years

– 3 – 5 years

improvements – Shorter of the estimate useful life or remaining lease term

renewals and improvements are capitalized.

Replacements, maintenance, and repairs, which do not significantly improve or extend the useful

life of the assets, are expensed when incurred.

the sale or retirement of assets, costs and the related accumulated depreciation and amortization are removed from the accounts and any

gain or loss is included in the results of operations.

Company evaluates its long-lived assets or asset groups for indicators of possible impairment by determining whether there were any triggering

events that could impact the Company’s assets.

If events or changes in circumstances indicate the carrying amount of an asset or

asset group may not be recoverable the Company performs a comparison of the carrying amount to future net undiscounted cash flows expected

to be generated by such asset or asset group.

Should an impairment exist, the impairment loss is measured based on the excess carrying

value of the asset over the asset’s fair value generally determined by estimates of future discounted cash flows.

Company has no t identified any such impairment losses for the three months ended March 31, 2026 and 2025.

represents the excess of the cost over the fair market value of net assets acquired in business combinations.

In accordance with Intangibles

– Goodwill and Other (Topic 350), goodwill is not amortized but is tested for impairment at least annually, or more frequently

if indicators of potential impairment exist.

Goodwill is tested for impairment at the reporting unit level.

The Company’s reporting

units have discrete financial information available, and management regularly reviews the operating results.

For purposes of impairment

testing, goodwill is allocated to the applicable reporting units based on the Company’s reporting structure.

Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting

unit is less than its carrying value.

Qualitative factors assessed for each of the applicable reporting units include, but are not limited

to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments,

and financial performance of the reporting units.

If the qualitative assessment indicates that it is more likely than not that the carrying

value of a reporting unit exceeds its estimated fair value, a quantitative test is required.

Alternatively,

the Company may proceed directly to the quantitative test.

Under the quantitative test, the estimated fair value of each reporting unit

is compared to its carrying value, including goodwill.

If the carrying value of the reporting unit, including goodwill, exceeds its fair

value, an impairment charge equal to the excess is recognized, up to the maximum amount of goodwill allocated to that reporting unit.

goodwill impairment was identified during the three months ended March 31, 2026 and 2025.

of Long-Lived Assets

Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be

When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by

determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess

of the carrying amount over the fair value of the assets.

Company evaluates its intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the

carrying value of the asset may not be recoverable.

In accordance with ASC 350, “Intangibles—Goodwill and Other,” intangible

assets with finite lives, such as trademarks and customer relationships, are amortized over their estimated useful lives.

compares the carrying value of the intangible asset to its fair value, which is determined based on projected future cash flows.

carrying value of the asset exceeds its fair value, an impairment loss is recognized, and the asset is written down to its fair value.

impairment of long-lived assets was identified during the three months ended March 31, 2026 and 2025.

Company accounts for its leases under ASC 842, Leases .

Under this guidance, arrangements meeting the definition of a lease are

classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease

liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s

incremental borrowing rate.

Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset

is amortized over the lease term.

For operating leases, interest on the lease liability and the amortization of the right of use asset

result in straight-line rent expense over the lease term.

For finance leases, interest on the lease liability and the amortization of

the right of use asset results in front-loaded expense over the lease term.

Variable lease expenses are recorded when incurred.

calculating the right of use asset and lease liability, the Company has elected not to combine lease and non-lease components.

The non-lease

components are accounted for separately and recognized as expenses when incurred.

The Company excludes short-term leases having initial

terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis

over the lease term.

Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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prescription.

Disaggregation of Revenue

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

Disaggregation

following is a summary of the disaggregation of revenue for the three months ended March 31, 2026 and 2025:

SCHEDULE OF DISAGGREGATION OF REVENUE

Three Months Ended

Nine Months Ended

September 30,

Product revenue - distribution services

1 unchanged sentence

Third party logistics services

revenue for the three and nine months ended September 30, 2025 and 2024 were within the United States.

revenue for the three months ended March 31, 2026, and 2025, were within the United States.

Assets and Liabilities

1 unchanged sentence

These amounts would be included in contract

assets on the condensed consolidated balance sheets.

Contract liabilities include payment received for incomplete performance obligations

and are included in contract liabilities on the condensed consolidated balance sheets.

September 30, 2025 and December 31, 2024, the Company had unearned revenue of $ 56,000 and $ 245,765 , respectively,

included in accrued expenses and other current liabilities.

is an asset representing the excess cost over the fair market value of net assets acquired in business combinations.

In accordance with

Intangibles - Goodwill and Other (Topic 350), goodwill is not amortized but is tested annually for impairment or on an interim basis

when indicators of potential impairment exist.

Goodwill is tested for impairment at the reporting unit level.

The Company’s reporting

units discrete financial information is available and management regularly reviews the operating results.

For purposes of impairment

testing, goodwill is allocated to the applicable reporting units based on the reporting structure.

Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting

unit is less than its carrying value.

Qualitative factors assessed for each of the applicable reporting units include, but are not limited

to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments and

financial performance of the reporting units.

If the qualitative assessment indicates that it is more likely than not that the carrying

value of a reporting unit exceeds its estimated fair value, a quantitative test is required.

Company also has the option to proceed directly to the quantitative test.

Under the quantitative impairment test, the estimated fair

value of each reporting unit is compared to its carrying value, including goodwill.

If the carrying value of the reporting unit including

goodwill exceeds its fair value, an impairment charge equal to the excess would be recognized, up to a maximum amount of goodwill allocated

to that reporting unit.

the three and nine months ended September 30, 2025, the Company did not identify any events or changes in circumstances that would indicate

potential impairment of goodwill.

Accordingly, no goodwill impairment was recorded for the period.

of Long-Lived Assets

Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be

When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by

determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess

of the carrying amount over the fair value of the assets.

were no triggering events to test intangibles for impairment loss during the three and nine months ended September 30, 2025 and 2024.

Company accounts for its leases under ASC 842, Leases .

Under this guidance, arrangements meeting the definition of a lease are

classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease

liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s

incremental borrowing rate.

Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset

is amortized over the lease term.

For operating leases, interest on the lease liability and the amortization of the right of use asset

result in straight-line rent expense over the lease term.

For finance leases, interest on the lease liability and the amortization of

the right of use asset results in front-loaded expense over the lease term.

Variable lease expenses are recorded when incurred.

calculating the right of use asset and lease liability, the Company has elected not to combine lease and non-lease components.

The non-lease

components are accounted for separately and recognized as expenses when incurred.

The Company excludes short-term leases having initial

terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis

over the lease term.

Company complies with the requirements of ASC 340-10-S99-1.

Prior to the completion of an offering, offering costs are capitalized if

they are directly related to an equity financing that is probable of successful completion until such financing is consummated.

offering costs are charged to stockholders’ equity upon the completion of an offering or to expense if the offering is abandoned,

terminated, or significantly delayed in the period of determination.

Deferred offering costs includes professional fees incurred including

legal, accounting, underwriting and advisory services in connection with the Company’s equity offering.

of September 30, 2025 and December 31, 2024, the Company had capitalized $ 0 and $ 875,385 , respectively, in deferred offering costs.

the nine months ended September 30, 2025, a total of $ 875,385 in previously capitalized offering costs was charged to stockholders’

equity upon the completion of the IPO.

During the nine months ended September 30, 2025, the Company capitalized total offering costs of $ 971,792 related

to the IPO and public offering, all of which were charged to stockholders’ equity upon the completion of the respective offerings.

assets on the consolidated balance sheets.

Contract liabilities include payment received for incomplete performance obligations and are

included in Unearned revenue on the unaudited condensed consolidated balance sheets

March 31, 2026, and December 31, 2025, the Company had unearned revenue of $ 26,000 and $ 488,229 , respectively, included in accrued expenses

and other current liabilities.

Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation.

7 unchanged sentences

costs are classified.

See Note 9 for further details.

Loss per Share

earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during

the period, excluding shares subject to redemption or forfeiture.

The Company presents basic and diluted net earnings or loss per share.

Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period,

adjusted for potentially dilutive securities outstanding.

Potentially dilutive securities are excluded from the computation of the diluted

net loss per share if their inclusion would be anti-dilutive.

As all potentially dilutive securities are anti-dilutive as of September

30, 2025, diluted net loss per share is the same as basic net loss per share for each period.

For the three and nine months ended September

30, 2025 and 2024, following items have been excluded from the computation of diluted net loss per share because the effect of including

these would have been anti-dilutive:

net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.

net loss per share reflects the weighted-average number of common shares outstanding adjusted for the effect of potentially dilutive

For periods in which a net loss is reported, all potentially dilutive securities are excluded from the computation of diluted

net loss per share as their inclusion would be anti-dilutive.

Accordingly, basic and diluted net loss per share are the same for the

three months ended March 31, 2026 and 2025.

following potentially dilutive securities were excluded from the computation of diluted net loss per share for the three months ended

March 31, 2026 and 2025:

SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING

September 30,

Unvested restricted common stock issued not outstanding

Unvested restricted common stock

Unissued director share awards

Convertible notes

Total potentially dilutive shares

Accounting Pronouncements

December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosure s (“ASU 2023-09”).

The ASU focuses on income tax disclosures

around effective tax rates and cash income taxes paid.

ASU 2023-09 requires public business entities to disclose, on an annual basis,

a rate reconciliation presented in both dollars and percentages.

The guidance requires the rate reconciliation to include specific categories

and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount

determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate.

For entities reconciling

to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more.

ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year

2025) and effective for all other business entities one year later.

Entities should adopt this guidance on a prospective basis, though

retrospective application is permitted.

The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only

and is not expected to have a material impact on the Company’s condensed consolidated financial statements.

March 2024, the FASB issued ASU 2024-03, which provides new accounting guidance for certain crypto assets.

Under the ASU, entities are

required to subsequently measure qualifying crypto assets at fair value, with changes in fair value recognized in net income each reporting

The ASU also establishes specific disclosure requirements, including information about significant crypto asset holdings, contractual

sale restrictions, and changes in such holdings.

guidance applies to crypto assets that meet all of the following criteria:

the definition of intangible assets as defined in the ASC Master Glossary.

not provide enforceable rights to or claims on underlying goods, services, or other assets.

created or reside on a distributed ledger based on blockchain or similar technology.

secured through cryptography.

not created or issued by the reporting entity or its related parties.

ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption

is permitted.

Company is currently evaluating the impact of ASU 2024-03 on its condensed consolidated financial statements.

While the Company does

not currently hold material amounts of crypto assets, it is assessing the implications of the guidance in the event of future crypto

asset acquisitions or changes in investment strategy.

LIQUIDITY AND GOING CONCERN

Company has a net loss of $ 73,421,571 for the nine months ended September 30, 2025 and an accumulated deficit of $ 83,178,731 as of September

Furthermore, the Company has net cash used in operating activities of $ 4,561,776 for the nine months ended September 30, 2025.

These factors raise a substantial doubt on whether the Company can continue as a going concern from the date these unaudited interim

condensed consolidated financial statements are issued.

Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available

to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations

and deploy such to produce profitable operating results.

April 9, 2025, the Company entered into the Hudson Equity Purchase Agreement (“EPA”).

Under the agreement, the Company may,

at its discretion and subject to certain conditions, issue and sell shares of its common stock to Hudson over a 24-month commitment period,

providing a potential source of additional capital to support the Company’s ongoing operations and growth initiatives.

As of September

30, 2025, the Company had sold 3,426,254 shares of common stock under the Hudson EPA, resulting in net proceeds of $ 2,838,787 .

subsequently terminated the Hudson EPA effective August 13, 2025.

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

Securities and Exchange Commission (“SEC”) pursuant

to Rule 424(b)(5) in connection with a public offering of 7,142,862 shares of common stock and warrants to purchase up to 7,142,862 shares

of common stock (the “Warrants”).

The Warrants are exercisable immediately upon issuance at an exercise price of $ 0.70 per

share and will expire five years from the date of issuance.

The offering generated net proceeds of approximately $ 4.5 million after

deducting placement agent fees and other offering expenses.

In October 2025, approximately 3.1 million Warrants were exercised for $ 2.2

million in proceeds.

believes that the net proceeds from this offering, together with existing cash resources and anticipated revenue, will enhance the Company’s

liquidity position.

However, there is no assurance that the Company will be able to sell shares on favorable terms or that additional

capital will be available from other sources when needed.

If the Company is unable to obtain sufficient amount of additional capital,

it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating

The accompanying condensed consolidated financial statements do not include any adjustments that might result from these uncertainties.

a result of the above, in connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that our liquidity

condition raises substantial doubt about our ability to continue as a going concern through twelve months from the date these unaudited

interim condensed consolidated financial statements are issued.

These unaudited interim condensed consolidated financial statements do

not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary

should we be unable to continue as a going concern

the three months ended March 31, 2026, the Company had a net loss of $ 7,742,597 and had an accumulated deficit of $ 118,774,287 as of

March 31, 2026.

As of March 31, 2026, the Company had cash and cash equivalents of $ 51,730 and net cash used in operating activities

of $ 3,413,129 for the three months then ended.

These factors raise substantial doubt about the Company’s ability to continue as

a going concern within twelve months from the date these unaudited condensed consolidated financial statements are issued.

In addition, on December 10, 2025, the Company received a deficiency notice from The Nasdaq Stock Market LLC indicating

that the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive trading days, and that the

Company was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has until June 8, 2026 to regain compliance with the minimum bid price

On April 13, 2026, the Company received an additional deficiency notice from The Nasdaq Stock Market LLC indicating that

the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies on the Nasdaq Capital Market to

maintain a minimum stockholders’ equity of $2.5 million.

If the Company is unable to regain compliance with the applicable Nasdaq listing

requirements within the required timeframes, the Company’s common stock may be subject to delisting from the Nasdaq Capital Market, which

could materially adversely affect the liquidity of the Company’s common stock and its ability to raise additional capita

Management is actively pursuing multiple initiatives

to address the Company’s liquidity position and going concern uncertainty:

During the three months ended March 31, 2026, the

Company raised gross proceeds of $6,500,000 through the issuance of secured convertible promissory notes to fund working capital requirements

and satisfy existing debt obligations, including the full repayment of the Agile Capital Funding LLC arrangement.

Subsequent to March 31, 2026, the Company raised additional

gross proceeds of $1,000,000 through the issuance of promissory notes to fund working capital requirements.

On April 2, 2026, the holders of a majority of the

Company’s outstanding shares of common stock approved a reverse stock split at a ratio of not less than 1-for-25 and not more than 1-for-200,

as determined by the Board of Directors in its sole discretion, which is intended in part to assist the Company in regaining compliance

with Nasdaq’s minimum bid price requirement.

On April 13, 2026, the Company entered into a collaboration

agreement with Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC related to the formation of a new limited liability

company in which the Company is expected to hold a 51% ownership interest, which management believes will provide additional revenue opportunities

and enhance the Company’s long-term growth prospects.

Management is also focused on growing revenues through

the expansion of its pharmacy operations and distribution network, reducing operating expenses, and continuing to pursue additional equity

and debt financing arrangements to fund the Company’s operations.

The Company filed a definitive proxy statement on May 4, 2026 relating

to a special meeting of stockholders to consider, among other matters, a proposed corporate name change to Vantix Health, Inc., the authorization

of a class of preferred stock, and an increase in the number of shares reserved under the Company’s equity incentive plan, which management

believes will enhance the Company’s ability to attract capital and incentivize key personnel.

Management believes that these initiatives, together

with existing cash resources and anticipated revenues, will provide the Company with additional liquidity to support its operations.

there can be no assurance that the Company will be able to obtain sufficient additional capital when needed, regain compliance with Nasdaq

listing requirements, execute its collaboration agreement on the terms currently contemplated, or achieve profitability.

The accompanying

condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include

any adjustments that might result from the outcome of this uncertainty.

In connection with our assessment of going concern

considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” management has determined that the conditions described above raise substantial doubt about the Company’s ability to continue

as a going concern through twelve months from the date these unaudited condensed consolidated financial statements are available to be

ACCOUNTS RECEIVABLE, NET

1 unchanged sentence

SCHEDULE OF ACCOUNTS RECEIVABLE, NET

September 30,

Billed – Third Party

Billed – Affiliates

Total Accounts Receivable

Allowance for credit losses

( 1,187,288 )

Total accounts receivable, net

2 unchanged sentences

SCHEDULE OF INVENTORY

September 30,

First Defense Nasal Screen Corp (“FDNS”)

2 unchanged sentences

reserve for obsolescence

( 6,439,783 )

( 6,421,816 )

Inventories, net

FDNS inventory consists of products purchased by Wellgistics, LLC from First Defense Nasal Screen Corp (“FDNS”).

a legal dispute with the supplier, the Company was awarded $ 4.6 million, which has not been recognized due to uncertainty of receipt.

Pursuant to the United States Bankruptcy Court order dated March 15, 2023, the Company was awarded full possession of the FDNS inventory

and receives a monthly plan payment of $ 3,014 , which is recognized in other income in the unaudited condensed consolidated statements

of operations.

FDNS inventory has experienced minimal sales activity and management has determined there is no active market for the product.

on this assessment, the carrying value was deemed not recoverable, and a reserve for obsolescence of $ 5,988,257 was fully recorded during

the year ended December 31, 2025 and remained unchanged as of March 31, 2026.

the three months ended March 31, 2026, the Company recorded an additional reserve for obsolescence of $ 17,967 related to finished goods

inventory, included in cost of net revenues in the unaudited condensed consolidated statements of operations.

PROPERTY, PLANT AND EQUIPMENT, NET

plant and equipment consist of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET

September 30,

OF PROPERTY, PLANT AND EQUIPMENT, NET

Leasehold Improvements

Furniture and fixtures

Furniture & Fixtures

Property, plant and equipment, gross

3 unchanged sentences

Property, plant and equipment, net

expense was $ 39,731 and $ 27,174 for the three months ended September 30, 2025 and 2024, respectively, and $ 119,269 and $ 27,174 for the

nine months ended September 30, 2025 and 2024, respectively.

expense was $ 27,862 and $ 39,807 for the three months ended March 31, 2026, and 2025, respectively,

INTANGIBLE ASSETS

1 unchanged sentence

SCHEDULE OF INTANGIBLE ASSETS

September 30,

Software development costs - Delivmeds

Accumulated impairment

Capitalized software

Customer relationships - Woodsage acquisition

Customer relationships - Wellgistics acquisition

Trademark - Wellgistics acquisition

Trademark - Wellgistics acqusition

License rights

Intangible assets, gross

2 unchanged sentences

( 4,099,307 )

Accumulated impairment

( 9,879,075 )

Other intangible assets, net

development costs relate to the Wellgistics Tech & Hub, LLC platform.

As of March 31, 2026 and December 31, 2025, the Company had

gross capitalized software development costs of $ 2,704,641 and $ 2,499,543 , respectively.

Accumulated impairment of $ 649,185 , recorded

during the year ended December 31, 2025, remained unchanged as of March 31, 2026, resulting in a net carrying value of $ 2,055,456 and

$ 1,850,358 as of March 31, 2026 and December 31, 2025, respectively.

The platform has not yet been placed in service and accordingly,

amortization has not commenced as of March 31, 2026.

Relationships and Trademark

assets of $ 393,853 represent customer relationships identified and measured at fair value pursuant to the Wood Sage business combination

in June 2024.

The Company recorded amortization of $ 12,308 and $ 36,924 for the three and nine months ended September 30, 2025, respectively,

pertaining to these intangible assets.

completed in June 2024.

Amortization expense related to these intangible assets was $ 12,308 and $ 12,308 for the three months ended March

31, 2026, and 2025, respectively.

assets of $ 11,256,067 and $ 10,143,137 represent customer relationships and trademarks, respectively, identified and measured at fair

value pursuant to the Wellgistics, LLC business combination in August 2024.

The Company recorded amortization of $ 496,003 and $ 1,407,008

pertaining to customer relationships, and $ 281,754 and $ 845,261 pertaining to the trademark for the three and nine months ended September

value in connection with the Wellgistics, LLC business combination completed in August 2024, amortized over their estimated useful lives.

During the year ended December 31, 2025, the Company recognized impairment charges of $ 5,314,027 related to Wellgistics customer relationships

and $ 4,565,048 related to the Wellgistics trademark, for a total intangible asset impairment charge of $ 9,879,075 , recorded within goodwill

and intangible asset impairment in the consolidated statements of operations.

No impairment charges were recognized during the three

months ended March 31, 2026.

expense related to Wellgistics customer relationships was $ 183,932 and $ 469,003 for the three months ended March 31, 2026 and 2025, respectively.

Amortization expense related to the Wellgistics trademark was $ 132,722 and $ 281,754 for the three months ended March 31, 2026 and 2025,

respectively.

amortization expense related to other intangible assets was $ 328,962 and $ 763,064 for the three months ended March 31, 2026 and 2025,

respectively.

following table represents the future amortization of intangible assets:

SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLES ASSETS

Year Ended December 31,

2025(remaining three months)

2026 (remaining 9 months)

Intangible assets

1 unchanged sentence

expenses and other liabilities consist of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES

September 30,

EXPENSES AND OTHER LIABILITIES

Accrued personnel costs

Accrued professional fees

Accrued expenses

Credit card obligation

1 unchanged sentence

Accrued interest

Other accrued expenses

Accrued expenses and

other liabilities

Accrued expenses and other liabilities

debt consists of the following:

SCHEDULE OF OUTSTANDING DEBT

September 30,

OF OUTSTANDING

Merchant cash advance

Note payable - owners of Wellgistics

Note payable - Integral Health

Note payable - third party, net of debt discount

Revolving line of credit

Seller promissory note

Convertible notes

Current portion of debt obligations

Merchant cash advance

Third party investor

Note payable - Integral Health

Note payable - owners of Wellgistics

Long-term debt

of September 30, 2025 and December 31, 2024, unamortized debt discount was $ 776,928 and $ 519,430 , respectively.

(“Integral Health”)

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

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

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

No later than 30 days

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

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

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

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

The Integra Health DCA addressed the conversion

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

of August 22, 2023 (the “ Note ”).

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

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

satisfaction of the obligations of WoodSage outstanding under the Note.

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

Pursuant to the agreement, the

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

Of the $ 1,900,000 in

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

refinancing the earlier balance.

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

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

The Company is obligated to remit weekly

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

of March 31, 2026 and December 31, 2025, unamortized debt discount was $ 2,268,898 and $ 1,568,776 , respectively.

October 20, 2025, the Company entered into a merchant cash advance agreement with Cedar Advance LLC (the “October 2025 MCA”).

Under the October 2025 MCA, the stated purchase price was $ 2,898,000 , of which $ 1,198,800 was applied directly to satisfy the outstanding

balance under the Company’s prior merchant cash advance arrangement, and $ 701,200 was remitted to the Company for working capital

The total repayment obligation under the October 2025 MCA resulted in a principal balance of $ 1,900,000 , repayable in fixed

weekly installments of $ 56,800 over an estimated 51 -week term.

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

On restructuring, the Company recorded a liability equal to the

full Purchased Amount of $ 2,840,000 ,

with a corresponding debt discount of $ 940,000

representing the difference between the repayment obligation

and the net proceeds received.

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

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

In connection with

the refinancing of the prior MCA arrangement, the Company recognized a non-cash charge of $ 205,261 related to the write-off of the remaining

unamortized debt discount.

This amount is included in interest expense and presented as a non-cash adjustment within the operating section

of the Company’s Statement of Cash Flows.

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

For the three and nine months ended September 30, 2025, interest expense recorded was $ 281,091

and $ 1,187,579 ,

respectively.

As of September 30, 2025, the carrying amount of the loan, net of the remaining unamortized discount of $ 271,852 ,

The difference between the total repayment obligation and the net

proceeds received has been recorded as a debt discount and is amortized to interest expense over the term of the arrangement using the

effective interest method.

the three months ended March 31, 2026, the Company made total repayments of $ 181,800 under the merchant cash advance arrangement, of

which $ 90,281 represented reduction of the principal balance and $ 91,519 represented amortization of the debt discount, recorded as interest

expense in the condensed consolidated statements of operations.

of March 31, 2026, the gross contractual repayment obligation under the merchant cash advance was $ 2,365,400 .

The related unamortized

debt discount was $ 711,547 , resulting in a net carrying amount of $ 1,653,853 , which is classified as a current liability in the condensed

consolidated balance sheet.

As of December 31, 2025, the gross contractual repayment obligation was $ 2,547,200 .

The related unamortized

debt discount was $ 803,066 , resulting in a net carrying amount of $ 1,744,134 , classified as a current liability in the condensed consolidated

balance sheet.

October 29, 2025, the Company entered into a financing arrangement with Agile Capital Funding LLC (“Agile”) pursuant to which

it received net proceeds of $ 533,889 .

Total contractual repayments under the arrangement were $ 2,880,000 , with fixed weekly payments

of $ 75,789 over an estimated 38 -week term.

A portion of the proceeds was applied directly to satisfy the outstanding balance of the prior

Agile obligation.

The Company accounts for the arrangement as a debt obligation.

The difference between the total contractual repayment

amount and the net proceeds received was recorded as a debt discount and is amortized to interest expense over the term of the arrangement

using the effective interest method.

the three months ended March 31, 2026, the Company repaid in full all amounts outstanding under the Agile arrangement for total cash

payments of $ 2,145,789 .

The Company accounted for the settlement as a debt extinguishment in accordance with ASC 470-50.

In connection

with the extinguishment, the Company derecognized the gross contractual repayment obligation and the related unamortized debt discount.

Regular amortization of debt discount recognized as interest expense during the three months ended March 31, 2026 prior to extinguishment

was $ 41,232 .

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

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

The loan bears an

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

commencing September 3, 2025 through April 8, 2026.

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

interest rate.

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

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

Accordingly, the Company recorded a debt

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

The debt discount

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

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

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

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

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

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

the write-off of the remaining unamortized debt discount.

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

within the operating section of the Statement of Cash Flows.

For the three and nine

months ended September 30, 2025, the Company recorded interest expense $ 131,924 and $ 554,228 , respectively.

As of September 30, 2025,

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

The remaining unamortized debt discount of $ 544,737 was charged to interest expense upon extinguishment.

of March 31, 2026, there were no amounts outstanding under the Agile arrangement.

As of December 31, 2025, the net carrying amount of

the Agile obligation was $ 1,601,056 , net of unamortized debt discount of $ 765,710 , and was classified as a current liability in the condensed

consolidated balance sheets.

payable – sellers of Wellgistics, LLC

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

Pursuant to the amended

agreement, Wellgistics Health agreed to pay Wellgistics LLC a promissory note in the aggregate principal amount of $ 15,000,000 plus simple

interest accruing annually equal to the “Prime Rate” as published by the Wall Street Journal on January 1 of the applicable

year, together payable in three equal annual instalments commencing on the first anniversary of the date that registration statement

becomes effective.

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

million to $ 17.5

million and modified the repayment schedule whereby $ 5,000,000

of principal shall be payable on the first and second anniversaries

and $ 7,500,000

of principal shall be payable on the third anniversary, of

the effective date of Promissory Note, In accordance with ASC 470-50, this resulted in an debt extinguishment of the original note.

part of the extinguishment, accrued interest of $ 1,146,337

on the original note was derecognized, and the Company recorded

a non-cash loss on debt extinguishment of $ 1,353,663 .

the three and nine months ended September 30, 2025, the Company recorded total interest expenses of $ 277,123

related to the amended note.

As of September 30, 2025, accrued interest on the note totaled $ 277,123 ,

which is included in accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet.

September 30, 2025, $ 5,000,000 of

the amended note was classified as a current liability on the consolidated balance sheet and the remaining $ 12,500,000 was

classified as non-current.

July 24, 2025, the Company and the owners of Wellgistics LLC executed the Eighth Amendment to the Membership Interest Purchase Agreement

(“MIPA”), pursuant to which the principal amount of the seller promissory note was increased from $ 15.0 million to $ 17.5

Under the amended note, $ 5,000,000 of principal is payable on each of the first and second anniversaries, and $ 7,500,000 of

principal is payable on the third anniversary, of the effective date of the promissory note.

The note bears simple interest at a rate

equal to the Prime Rate as published by The Wall Street Journal on January 1 of the applicable year.

the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $ 366,781 and $ 318,750 , respectively, related

to the seller promissory note.

As of March 31, 2026 and December 31, 2025, accrued interest on the note totaled $ 1,018,836 and $ 652,055 ,

respectively, and is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, $ 5,000,000 of the promissory note was classified as a current liability and the remaining

$ 12,500,000 was classified as non-current in the condensed consolidated balance sheets.

Payable – Third party

January 2, 2025, the Company entered into an unsecured promissory note agreement for a principal amount of $ 448,411 .

The promissory note

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

In the event of default,

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

In connection with this note, the Company received net proceeds of $ 415,000 , with

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

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

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

For the same periods, the Company recognized amortization of debt discount of $ 0 and $ 33,411

related to this promissory note.

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

of $ 448,411 is classified under current liabilities.

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

working on an extension.

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

The promissory

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

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

Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due

within five (5) days after receipt of written notice from the payee.

As of September 30, 2025, the Company had not received any such written

notice and, accordingly, no event of default had occurred.

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

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

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

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

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

The promissory

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

January 2, 2025, the Company entered into an unsecured promissory note agreement with Arvoda Consulting LLC for a principal amount of

$ 448,411 , bearing interest at a rate of 10 % per annum, with both principal and accrued interest due in full on May 15, 2025.

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

Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due

within five (5) days after receipt of written notice from the payee.

As of September 30, 2025, the Company had not received any such written

In connection with this note, the Company received net proceeds of $ 415,000 ,

with the remaining $ 33,411 recognized as a debt discount, which was fully amortized as of December 31, 2025.

During the three months

ended March 31, 2026, the Company settled the outstanding principal and accrued interest under the Arvoda note through a combination

of share issuances to Silverback Capital Corporation pursuant to a court-approved settlement agreement under Section 3(a)(10) of the

Securities Act of 1933, and a direct cash payment by the Company.

For the three months ended March 31, 2026 and 2025, the Company recognized

interest expense of $ 399 and $ 11,304 , respectively.

For the three months ended March 31, 2025, the Company also recognized amortization

of debt discount of $ 22,107 .

As of March 31, 2026, the note payable to Arvoda Consulting LLC had been fully satisfied and there were

no amounts outstanding.

As of December 31, 2025, accrued interest payable on this note was $ 44,442 and the outstanding principal of $ 448,411

was classified as a current liability in the condensed consolidated balance sheets.

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

bearing interest at a rate of 10 %

per annum, with both principal and accrued interest originally due in full on August 15, 2025.

In the event of default, interest

accrues at a default rate of 12 %

Under the terms of the promissory note, an event of default occurs only if the maker fails to pay any amount due within

five (5) days after receipt of written notice from the payee.

As of March 31, 2026, the Company had not received any such written

notice and, accordingly, no event of default had occurred.

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

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

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

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

of September 30, 2024, the $ 100,000 short-term note entered into in September 2023 with third party investor remains outstanding.

note bears interest at 8 % per annum and provides that the lender will be issued 35,000 shares of common stock upon the consummation of

a SPAC transaction or merger.

For the three and nine months ended September 30, 2024, the Company recorded interest expense of $ 2,000

and $ 6,000 , respectively related to this note.

As of September 30, 2025, accrued interest payable on this note was $ 17,666 , and the outstanding

principal of $ 100,000 is classified under non-current liabilities.

For the three months ended March 31, 2026 and 2025, the Company

recognized aggregate interest expense of $ 5,000

and $ 3,124 ,

respectively, related to this note.

As of March 31, 2026 and December 31, 2025, aggregate accrued interest payable on this note was

and $ 18,124 ,

respectively, and the aggregate outstanding principal of $ 200,000

is classified as a current liability in the condensed consolidated balance sheets.

April 8, 2025, the Company issued a promissory note to Strategic EP, LLC in the principal amount of $ 250,000 , bearing interest at a rate

of 10 % per annum.

Under the terms of the agreement, the outstanding principal and accrued interest are payable on the earlier of (i)

April 8, 2026, or (ii) within five business days following the Company’s receipt of aggregate gross proceeds of at least $ 10 million

from one or more equity or debt financings.

On February 27, 2026, the Company received a demand letter from Strategic EP, LLC indicating

that the Company was in default under the terms of the promissory note.

Upon the occurrence of a default, interest accrues at a default

rate of 18 % per annum.

For the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $ 11,250 and $ 0 ,

respectively, related to this note, accrued at the default rate of 18 % per annum.

As of March 31, 2026 and December 31, 2025, accrued

interest payable on this note was $ 33,372 and $ 22,122 , respectively, and the outstanding principal of $ 250,000 is classified as a current

liability in the condensed consolidated balance sheets.

September 2023, the Company entered into a promissory note agreement with a third party investor for a principal amount of $ 100,000 ,

bearing interest at a rate of 8 % per annum.

Under the terms of the note, the lender is entitled to receive 35,000 shares of the Company’s

common stock upon the consummation of a SPAC transaction or merger.

As of March 31, 2026, this condition had not been met and accordingly

no shares have been issued.

For the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $ 2,000 and

$ 2,000 , respectively, related to this note.

As of March 31, 2026 and December 31, 2025, accrued interest payable on this note was $ 21,666

and $ 19,666 , respectively, and the outstanding principal of $ 100,000 is classified as a non-current liability in the condensed consolidated

balance sheets.

line of credit – Wellgistics

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

The new line of credit

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

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

The line of credit is collateralized by accounts receivable and inventory

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

30, 2025, respectively.

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

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

Promissory Note - Wellgistics

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

The promissory note was part of the

consideration to the seller in connection with its acquisition of American Pharmaceutical Ingredients, LLC.

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

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

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

and the outstanding balance was $ 0 , compared to $ 137,141 as of December 31, 2024.

Interest expense related to the promissory note was

immaterial for the nine months ended September 30, 2025.

November 2024, Wellgistics, LLC entered into a credit agreement for a revolving line of credit with a maximum borrowing capacity of $ 10,000,000 .

The line of credit bears interest at a rate equal to the Term Secured Overnight Financing Rate (“SOFR”) plus 11.5%, calculated

and prorated daily on the outstanding balance, representing an aggregate rate of approximately 16.84% per annum.

The line of credit is

collateralized by accounts receivable and inventory balances of Wellgistics, LLC.

For the three months ended March 31, 2026 and 2025,

the Company recognized interest expense of $ 68,227 , and $ 332,439 , respectively, related to the revolving line of credit.

31, 2026 and December 31, 2025, the outstanding balance under the revolving line of credit was $ 1,500,398 and $ 1,643,923 , respectively,

and is classified as a current liability in the condensed consolidated balance sheets.

notes payable

January 16, 2026, the Company entered into a Note Purchase Agreement with certain investors pursuant to which the Company issued and

sold secured convertible promissory notes (the “Notes”) in an aggregate principal amount of $ 8,125,000 for aggregate gross

proceeds of $ 6,500,000 , reflecting a 20 % original issue discount.

The Notes mature on the earlier of (i) July 16, 2026, or (ii) the closing

date of a qualified financing, as defined in the Note Purchase Agreement.

The Notes bear interest at 0 % per annum, except upon an event

of default, in which case interest accrues at 18 % per annum.

As of March 31, 2026, no event of default had occurred.

If not sooner repaid,

all outstanding amounts under each Note are convertible, at the election of the holder, into shares of the Company’s common stock

at a conversion price of $ 0.4057 per share.

The Notes are secured by substantially all of the assets of the Company and its wholly-owned

subsidiaries.

connection with the offering, the Company paid placement agent fees of $ 422,500 and legal fees of $ 75,000 directly from the gross proceeds.

The Company also issued warrants to the placement agent and its designees to purchase an aggregate of 1,097,640 shares of common stock

at an exercise price of $ 0.41 per share, with a five-year term.

The fair value of the placement agent warrants of $ 416,965 , determined

using the Black-Scholes option pricing model, was recorded as a debt issuance cost.

Total debt discount and issuance costs are being

amortized to interest expense over the term of the Notes using the straight-line method.

For the three months ended March 31, 2026 and

2025, the Company recognized amortization of debt discount and issuance costs of $ 982,114 and $ 0 , respectively,as interest expense in

the condensed consolidated statements of operations.

As of March 31, 2026, the gross principal amount of the Notes was $ 8,125,000 and

the unamortized debt discount and issuance costs were $ 1,557,351 , resulting in a net carrying amount of $ 6,567,649 , classified as a current

liability in the condensed consolidated balance sheets.

following table presents, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of warrants

granted during the three months ended March 31, 2026:

OF GRANT- DATE FAIR VALUE OF WARRANTS

Three Months Ended

Exercise price

Risk-free interest rate

Expected term (in years)

Expected volatility

Expected dividend yield

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

SCHEDULE OF ANNUAL PRINCIPAL PAYMENTS

2025 (remaining three months)

2026 (nine months ending December 31, 2026)

Principal gross

Unamortized debt discount

( 2,268,898 )

Principal Payment

STOCKHOLDERS’ EQUITY

January 13, 2026, the Company issued 1,224,489 shares of its common stock to Hudson Global Ventures, LLC as consideration for consulting

services rendered to the Company.

The fair value of the shares, determined based on the closing market price of $ 0.42 per share on the

date of issuance, was $ 514,285 , which was recognized as consulting expense within general and administrative expenses in the condensed

consolidated statements of operations for the three months ended March 31, 2026.

January 28, 2026, the Company entered into a Settlement Agreement and Stipulation with Silverback Capital Corporation (“Silverback”),

which was approved by the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida on February 4, 2026, pursuant

to Section 3(a)(10) of the Securities Act of 1933.

Under the terms of the settlement, the Company agreed to issue shares of its common

stock to Silverback, the proceeds from the resale of which were applied to satisfy certain outstanding obligations of the Company, including

vendor payables and notes payable.

to the settlement, the Company issued shares to Silverback in three tranches.

On February 12, 2026, the Company issued 2,340,000 shares

at an agreed settlement price of $ 0.25 per share, for a total settlement value of $ 585,000 .

The fair value of the shares on the date

of issuance, based on the closing market price of $ 0.28 per share, was $ 655,200 .

On March 9, 2026, the Company issued an additional 4,126,000

shares at an agreed settlement price of $ 0.25 per share, for a total settlement value of $ 1,031,500 .

The fair value of the shares on

the date of issuance, based on the closing market price of $ 0.17 per share, was $ 701,420 .

The aggregate carrying amount of the obligations

settled through these two tranches exceeded the aggregate fair value of the shares issued, resulting in a net gain on debt extinguishment

of $ 259,880 , which is included in other income in the condensed consolidated statements of operations for the three months ended March

March 23, 2026, the Company issued an aggregate of 400,000 shares of its common stock to Silverback in two components — 100,000

shares as consideration for settlement fees and 300,000 shares as consideration for legal fees incurred in connection with the settlement

The fair value of the shares was determined based on the closing market price of $ 0.13 per share on the date of issuance,

resulting in settlement fees of $ 13,000 recognized within other expenses and legal fees of $ 39,000 recognized within general and administrative

expenses in the condensed consolidated statements of operations for the three months ended March 31, 2026.

Compensation Settlement

March 18, 2026, the Board of Directors approved the settlement of accrued compensation obligations owed to Suren Ajjarapu and Prashant

Patel through the issuance of equity securities.

Pursuant to the settlement, the Company issued 5,000,000 shares of common stock to each

Ajjarapu and Mr.

Patel, for an aggregate of 10,000,000 shares, together with five-year warrants to purchase 5,000,000 shares of

common stock issued to each individual, for an aggregate of 10,000,000 warrants exercisable at $ 0.01 per share.

The shares were issued

on March 31, 2026 pursuant to Section 4(a)(2) of the Securities Act of 1933.

fair value of the shares on the date of issuance, based on the closing market price of $ 0.13 per share, was $ 1,300,000 in aggregate.

The fair value of the warrants was $ 1,289,580 in aggregate, determined using the Black-Scholes option pricing model with the following

stock price of $ 0.13 , exercise price of $ 0.01 , expected term of 5 years, annualized volatility of 186.0 %, risk-free interest

rate of 3.87 %, and no expected dividends.

aggregate fair value of the equity consideration issued of $ 2,589,580 was applied to settle accrued payroll expenses of $ 1,666,667 and

accrued bonus of $ 333,333 .

The excess of the fair value of equity issued over the carrying amount of the obligations settled of $ 589,580

was recognized as stock-based compensation expense within general and administrative expenses in the condensed consolidated statements

of operations for the three months ended March 31, 2026.

The transaction was entirely non-cash.

Public Offering

February 24, 2025, the Company closed its IPO of 888,889 shares of common stock at a public offering price of $ 4.50 per share.

generated gross proceeds of $ 4.0 million and net proceeds of approximately $ 3.1 million after deducting underwriting discounts, commissions,

and other offering expenses.

2025 Offering

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

Securities and Exchange Commission (“SEC”) pursuant

to Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with a registered public offering of its securities.

to the offering, the Company issued an aggregate of 7,142,862 shares of its common stock, together with warrants to purchase up to 7,142,862

shares of common stock (the “Warrants”).

The combined public offering price was $ 0.70 per share of common stock and accompanying

The Warrants are exercisable immediately upon issuance at an exercise price of $ 0.70 per share and will expire five years from

the date of issuance.

The offering closed shortly thereafter, resulting in net proceeds of $ 4,534,053 after deducting placement agent

fees and other offering expenses.

All Warrants remained outstanding as of September 30, 2025.

and Consulting Agreements

February 25, 2025, the Company entered into a consulting agreement with Hudson to provide business advisory services, growth strategy

guidance, and networking support for a 30-day period.

As consideration for these services, the Company agreed to pay Hudson a cash fee

of $ 250,000 and to issue 52,000 shares of restricted common stock.

The Company recognized stock-based compensation expense of $ 0 and

$ 143,520 during the three and nine months ended September 30, 2025, respectively, in connection with the equity issuance.

was recorded within general and administrative expenses in the condensed consolidated statements of operations.

The fair value of the

restricted stock was determined based on the market price of the Company’s common stock on the grant date.

March 17, 2025, the Company entered into consulting agreement with Draper, Inc.

(“ Draper ”), pursuant to which Draper

agreed to provide investor relations and business development services.

As consideration for services under the initial three-month term

of the agreement, the Company issued 100,000 shares of restricted common stock to Draper.

The consulting agreement automatically renews

on a month-to-month basis unless terminated by either party with at least seven days’ notice prior to the end of the current term.

The Company will be obligated to issue an additional 100,000 restricted shares of common stock for each renewal period.

The Company subsequently

terminated this consulting agreement on June 16, 2025.

Based on the market price of the Company’s common stock on the grant date,

the total fair value of the shares issued to Draper was determined to be $ 400,000 .

For the three and nine months ended September 30,

2025, the Company recognized stock-based compensation expense of $ 0 and $ 400,000 , respectively, in connection with this agreement.

expense was recorded within sales and marketing expenses in the condensed consolidated statements of operations.

August 4, 2025, the Company issued 243,428 shares of its common stock to a third party as consideration for advisory services rendered

to the Company.

The fair value of the shares, determined based on the market closing price of the Company’s common stock on the

grant date, was $ 200,000 .

The total fair value of $ 200,000 was recognized as stock-based compensation expense for the three and nine

months ended September 30, 2025, and recorded within general and administrative expenses in the accompanying condensed consolidated statements

of operations.

August 26, 2025, the Company issued an aggregate of 200,000 shares of its common stock to a third party as consideration for

marketing services rendered to the Company.

The fair value of the shares was determined based on the closing market price of $ 1.73

per share on the grant date, resulting in a total fair value of $ 346,000 .

The entire amount was recognized as stock-based

compensation expense during the three and nine months ended September 30, 2025, and included within sales and marketing expenses in the accompanying condensed consolidated statements of operations.

and Former Employees

previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025, the Company’s board

of directors appointed Michael L.

Peterson to fill the vacancy created as a result of the resignation of Sajid Sayed.

In consideration

for his board services and to further align his interests with those of the Company and its stockholders, On July 2, 2025, after his

appointment, the Company’s board of directors determined to issue 200,000 restricted shares of the Company’s common stock.

The fair value of the award, determined based on the market closing price of the Company’s common stock on the grant date, was

Of the total shares granted , 66,000 shares vest immediately and the remaining 134,000 shares vest in equal annual installment

on July 2, 2026 and July 2, 2027, subject to continued services as a director.

Peterson resigned from the Board effective October

As a result, his unvested restricted shares were forfeited upon resignation in accordance with the terms of his award agreement.

For the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of $ 75,341 in connection

with this award, which is included in general and administrative expense in the accompanying condensed consolidated statements of operations.

June 2025, the Company also granted former chief executive officer Timothy Canning 750,000 restricted shares of the Company’s common

stock in fulfillment of the sign-on bonus to which he had been entitled pursuant to the terms of his employment agreement with the Company.

The shares vest on the six-month anniversary of the grant date.

As previously disclosed on the Company’s Current Report on Form

8-K filed with the SEC on March 6, 2025, Mr.

Canning tendered his resignation to the Company effective February 28, 2025.

The fair value

of the award, determined based on the market closing price of the Company’s common stock on the grant date, was $ 832,500 .

three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of $ 436,721 in connection with

this award, which is included in general and administrative expense in the accompanying condensed consolidated statements of operations.

Purchase Agreement

April 9, 2025, the Company entered into the Hudson EPA pursuant to which Hudson committed to purchase, upon the Company’s request,

up to $ 50 million of the Company’s common stock over a 24-month period, subject to certain conditions.

Under the terms of the agreement,

the Company may, from time to time and at its sole discretion, issue “put notices” requiring Hudson to purchase shares at

a price based on a formula tied to the market price of the Company’s common stock, as defined in the Hudson EPA.

connection with entering into the Hudson EPA, the Company also issued 152,000 commitment shares to Hudson, which were valued at a fair

value of $ 594,320 based on the closing price of the Company’s common stock on the agreement date.

For the three and nine months

ended September 30, 2025, $ 0 and $ 594,320 , respectively, was recorded as stock-based compensation and was included within general and

administrative expenses in the condensed consolidated statements of operations.

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

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

The Company subsequently terminated the Hudson EPA effective August 13, 2025.

April 14, 2025, the Company and sellers of Wellgistics LLC further amended the Wellgistics MIPA.

Pursuant to the amendment, the portion

of the closing cash payment payable to one of the sellers, Strategix Global LLC, was reduced by $ 1,500,000 , and in lieu of such payment,

Strategix was issued 333,333 shares of the Company’s common stock.

These shares will be subject to a 12-month lock-up period consistent

with the terms applicable to management and large shareholders at the time of the Company’s IPO.

July 24, 2025, the Company entered into the Eighth Amendment to the Membership Interest Purchase Agreement (“MIPA”) with

the sellers of Wellgistics LLC, including Strategix Global LLC, Nomad Capital LLC, and Jouska Holdings LLC.

Pursuant to the terms of

the Eighth Amendment, the Company agreed to satisfy a portion of the remaining closing cash consideration payable to the sellers through

the issuance of 7,606,785 shares of the Company’s common stock (the “Conversion Shares”).

The Conversion Shares were

issued at a conversion price of $ 1.07 per share, representing the agreed-upon fair value of the Company’s common stock at the time

of the transaction.

The total fair value of the shares issued, amounting to approximately $ 8.50 million, was recorded as a reduction

of the purchase consideration payable in connection with the Wellgistics LLC acquisition.

February 24, 2025, the Company closed its initial public offering of 888,889 shares of common stock at a public offering price of $ 4.50

per share, generating gross proceeds of $ 4.0 million and net proceeds of approximately $ 3.1 million after deducting underwriting discounts,

commissions, and other offering expenses.

February 25, 2025, the Company issued 52,000 shares of restricted common stock to Hudson Global Ventures, LLC as consideration for consulting

The fair value of the shares, determined based on the closing market price on the grant date, was $ 143,520 , which was recognized

as stock-based compensation expense within general and administrative expenses for the three months ended March 31, 2025.

March 17, 2025, the Company issued 100,000 shares of restricted common stock to Draper, Inc.

pursuant to a consulting agreement for investor

relations and business development services.

The total fair value of the shares was $ 400,000 , of which $ 65,217 was recognized as stock-based

compensation expense within sales and marketing expenses for the three months ended March 31, 2025.

The remaining $ 334,783 was recorded

as prepaid expenses as of March 31, 2025.

Equity Incentive Plan

23 unchanged sentences

to service-based vesting conditions.

February 28, 2025, in connection with the appointment of Brian Norton as Chief Executive Officer of the Company, Mr.

Norton was granted

and issued 9,000,000

shares of restricted common stock under the Company’s

Amended and Restated 2023 Equity Incentive Plan (the “Plan”).

The shares were originally scheduled to vest in three equal

annual installments over a three-year period, contingent upon the achievement of specified gross-revenue and gross-profit performance

targets established by the Company’s Compensation Committee.

On July 24, 2025, the Compensation Committee approved, and the Board

of Directors ratified on September 4, 2025, the acceleration of vesting of these restricted shares, resulting in immediate vesting of

all 9,000,000 shares as of the approval date.

In accordance with ASC 718, Compensation—Stock Compensation, the Company recognized

the full $ 24.3 million of stock-based compensation expense related to this award during the three and nine months ended September 30,

2025, which is reflected in general and administrative expenses.

The fair value of the shares was determined based on the market price

of the Company’s common stock on the grant date, February 28, 2025, and no incremental fair value arose as a result of the acceleration.

Following this vesting event, there is no remaining unrecognized compensation cost related to Mr.

Norton’s restricted stock award.

March 14, 2025, the Company granted an aggregate of 10,612,108 shares of restricted common stock under the Plan to certain directors,

employees, and consultants.

On June 26, 2025, the Company granted an additional 750,000 shares of restricted stock to former Chief Executive

Officer Timothy Canning, and on July 2, 2025, the Company granted 200,000 shares of restricted stock to director Michael L.

The shares granted had varying vesting terms, ranging from immediate vesting to vesting over a five-year period.

As of September 30,

2025, 9,626,057 of these shares had vested and are included in the total outstanding common stock reported in the consolidated statement

of stockholders’ equity.

As of September 30, 2025, a total of 134,000 shares were forfeited and cancelled and the remaining 1,954,051

shares were unvested as of September 30, 2025.

summary of information related to restricted common stocks for the nine months ended September 30, 2025 is as follows:

On February 4, 2026, the Company granted 200,000 shares

of restricted common stock to a newly appointed director under the Plan, vesting in equal annual installments over a three-year period.

The grant date fair value of the award was $68,000, determined based on the closing market price of $0.34 per share on the date of grant.

In addition, the newly appointed director is entitled to an annual cash retainer of $120,000, payable quarterly in arrears, and an annual

equity award of 60,000 shares of common stock under the Plan, issuable in arrears following the end of each calendar year.

For the three

months ended March 31, 2026, the Company accrued director compensation of $20,000 related to the cash retainer, included within accrued

expenses and other liabilities in the condensed consolidated balance sheets, and recognized stock-based compensation expense of $3,400

related to the annual equity award, included within general and administrative expenses in the condensed consolidated statements of operations.

summary of restricted common stock activity for the three months ended March 31, 2026 and 2025 is as follows:

SCHEDULE OF RESTRICTED COMMON STOCKS

Weighted Average Fair Value

Unvested shares as of December 31, 2025

( 18,474,057 )

Forfeited and cancelled

Unvested shares as of September 30, 2025

the three and nine months ended September 30, 2025, the Company recognized $ 25,716,523

and $ 54,438,827 ,

respectively, in stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation, based on

the grant-date fair value of the restricted stock.

following table summarizes stock-based compensation expense recognized for the three and nine months ended September 30, 2025:

OF STOCK-BASED COMPENSATION EXPENSE

Unvested shares as of March 31, 2026

the three months ended March 31, 2026, the Company recognized stock-based compensation expense of $ 198,499 related to restricted stock

awards, included within general and administrative expenses in the condensed consolidated statements of operations.

For the three months

ended March 31, 2025, the Company recognized stock-based compensation expense of $ 27,229,902 related to restricted stock awards, which

included $ 27,021,165 attributable to the immediate vesting of 9,363,617 shares granted on March 14, 2025.

of March 31, 2026, total unrecognized compensation expense related to unvested restricted stock awards was $ 1,560,886 , which is expected

to be recognized over a weighted-average remaining period of 1.59 years.

summary of warrant activity for the three months ended March 31, 2026 is as follows:

SCHEDULE OF WARRANT ACTIVITY

Weighted Average Excerise Price

Outstanding, December 31, 2025

Expired and cancelled

Unvested shares as of March 31, 2026

January 20, 2026, the Company issued 1,097,640 warrants to the placement agent and its designees in connection with the convertible note

offering at an exercise price of $ 0.41 per share, expiring January 20, 2031.

The fair value of these warrants and the related Black-Scholes

assumptions are disclosed in Note 8.

March 18, 2026, the Company issued an aggregate of 10,000,000 warrants to Suren Ajjarapu and Prashant Patel in connection with the settlement

of accrued compensation obligations, exercisable at $ 0.01 per share and expiring March 18, 2031.

The fair value of the warrants was determined

using the Black-Scholes option pricing model with the following assumptions:

OF FAIR VALUE OF WARRANTS

Three Months Ended

Nine Months Ended

September 30,

Sales and marketing expenses

General and administrative expenses

Total expenses

of September 30, 2025, total unrecognized compensation expense related to the 1,954,051

non-vested restricted stock awards was $ 2,955,802 ,

which is expected to be recognized over a weighted-average period of 2.54

Exercise price

Risk-free interest rate

Expected term (in years)

Expected volatility

Expected dividend yield

value of warrants $ 0.13 per warrant and an aggregate fair value of $ 1,289,580 .

As of March 31, 2026, all outstanding warrants were exercisable

with a weighted average remaining contractual term of approximately 4.82 years.

LEASE OBLIGATIONS

is classified by function on the consolidated statements of operations as general and administrative.

Company determines whether an arrangement is or contains a lease at inception by evaluating potential lease agreements including services

and operating agreements to determine whether an identified asset exists that the Company controls over the term of the arrangement.

Lease commencement is determined to be when the lessor provides access to, and the right to control, the identified asset.

rental payments for the Company’s leases are typically structured as either fixed or variable payments.

Fixed rent payments include

stated minimum rent and stated minimum rent with stated increases.

The Company considers lease payments that cannot be predicted with

reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded

from the calculation of lease liabilities.

May 2024, the Company entered into a lease agreement for office space in Tampa, Florida.

As a result, the Company recognized a right-of-use

asset and corresponding lease liability, calculated using a discount rate of 8.36 %.

The lease includes a monthly base rent of $ 18,792

and expired in June 2027.

The lease required a security deposit by Wellgistics Health of $ 35,855 and Wellgistics, LLC of $ 31,871 .

June 9, 2023, Intergra Pharma Solutions entered into First amendment to the Vector Collective lease, which is sublease to Wellgistics

The lease includes a monthly base rent of $ 4,714.41 from and after November 16, 2023 and expires on November 15, 2026 .

A right-of-use

asset and corresponding lease liability recognized calculated using a discount rate of 8.36 %.

January 2022, Wellgistics LLC entered into lease agreement for warehousing facility located in Lefrois, Florida, which has a lease term

of 75 months, set to expire in March 2028, with a monthly base rent of $ 26,303 .

Wellgistics LLC recognized a right-of-use asset and corresponding

lease liability, calculated using a discount rate of 6.21 %.

following is the summary of operating lease assets and liabilities:

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES

September 30,

OF OPERATING LEASE ASSETS AND LIABILITIES

Operating Leases

11 unchanged sentences

RELATED PARTY TRANSACTIONS

Company had transactions with Scienture Holdings, Inc.

and group (f/k/a/ TrXade Health, Inc / TRG / TrXade Health / Scienture) and group

which included Integra Pharma Solutions, LLC (“ IPS ”), in which the board members of the Company were also members

of Scienture’s management and board at the time the transactions occurred.

Tollo Health, LLC acquired IPS from Scienture in April

At that time Tollo Health, LLC was owned in part by Integral Health, Inc., in which certain board members of the Company also had

a beneficial ownership interest.

Integral Health acquired IPS from Tollo Health, LLC in June 2025.

The common management between the

entities at the time the transactions occurred classifies Scienture, IPS, and Integral as related parties.

the first quarter of 2025, the Company purchased $ 500,000

of inventories from Tollo Health, LLC, which was a related

party until June.

August 2025, Integral Health, including its subsidiary IPS, were acquired by third parties.

Therefore, at September 30, 2025, Integral

Health and Tollo was no longer considered a related party.

As of September 30, 2025, the amounts owed to Integral Health were $ 4,019,859 ,

which was reclassified from due to related parties to other short-term advances on the consolidated balance sheet.

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

Integra Pharma Solutions, LLC, a Florida limited liability company (“Integra Pharma”), and WoodSage.

The Integra Pharma DCA

addressed the conversion of indebtedness in the amount of $ 4,019,859 due to Integra Pharma by WoodSage in connection with the Sale of

Goods Agreement by and between Integra Pharma and WoodSage, dated as of August 2023 (the “Sale Agreement”).

Under the Integra

Pharma DCA, the indebtedness in the among of $ 4,019,859 was converted into shares of the Company’s common stock at a price per

share of $ 0.70 for an aggregate number of 5,742,656 shares in full satisfaction of the obligations of WoodSage outstanding under the

Sale Agreement.

LLC was previously partly owned by a private equity company, Nomad Capital LLC, which has ownership interest in a few portfolio companies

and Wellgistics, LLC had transactions with some of the affiliated companies of Nomad Capital.

Operating expenses with affiliated companies,

which include software expenses and marketing expenses, are recorded within general and administrative expenses.

Cingo Solutions provides

IT, cyber security and compliance services;

and RxERP provides serialized ERP for pharma as a software-as-a-service (“ SaaS ”)

to the Company.

Wellgistics, LLC is charged a managerial service and software fee by Cingo and RxERP, respectively, which is recorded

within general and administrative expenses.

Company had transactions with Scietech, LLC where a significant investor is the spouse of one of the directors of the Company, which

qualifies as a related party.

following is a summary of due from and to related parties, as well as accounts receivable and accounts payable, as of September 30, 2025

and December 31, 2024:

SCHEDULE OF SUMMARY OF DUE FROM AND TO RELATED PARTIES

September 30,

Due from Scienture Holdings

Due from related parties

Due to former Chief Executive Officer

Due to Scienture Holdings

Due to related parties

September 30,

Accounts receivable - IPS *

Accounts receivable

Accounts payable - Scietech

Accounts payable

* IPS is no longer a related

party as of September 30, 2025 and its receivable balance of $ 492,117 is included in accounts receivable, net in the consolidated

balance sheet.

Company had the following transactions with related parties during the three and nine months ended September 30, 2025 and 2024:

SCHEDULE OF RELATED PARTY TRANSACTION

The Company has transactions with Scietech, LLC where a significant investor is the spouse of one of the directors

of the Company, which qualifies as a related party.

As of March 31, 2026 and December 31, 2025, accounts payable to Scietech, LLC was

No new transactions occurred with Scietech, LLC during the three months ended March 31, 2026.

of December 31, 2025, the Company had an outstanding obligation of $ 225,000 due to its Chief Executive Officer, which was fully repaid

during the three months ended March 31, 2026.

As of March 31, 2026, there were no amounts outstanding.

the three months ended March 31, 2026, the Company had outstanding advances of $ 4,200 from an officer of the Company, representing amounts

paid on behalf of the Company for business purposes, which is included in due from related parties in the unaudited condensed consolidated

balance sheets.

During the three months ended March 31, 2025, the

Company had transactions with certain entities that were considered related parties at that time, including Integra Pharma Solutions,

LLC (“IPS”) and companies affiliated with Nomad Capital LLC.

These entities are no longer considered related parties as of the

date of these financial statements.

The following summarizes transactions with these entities for the three months ended March 31, 2025:

OF RELATED PARTY TRANSACTION

Three Months Ended

Nine Months Ended

September 30,

Sales to Integra Pharma Solutions, LLC

IT expenses paid to Cingo Solutions (common management)

IT expenses paid to RxERP (common management)

IT expenses paid

Management services fees paid to Nomad Capital

Management services fees paid

IT expenses paid to Cingo Solutions

SEGMENT AND GEOGRAPHIC INFORMATION

7 unchanged sentences

general and administrative expenses or technology and development.

following table presents selected financial information with respect to the Company’s single operating segment for the three and

nine months ended September 30, 2025 and 2024:

following table presents selected financial information with respect to the Company’s single operating segment for the three months

ended March 31, 2026 and 2025:

SCHEDULE OF SEGMENT AND GEOGRAPHIC INFORMATION

Three Months Ended

Nine Months Ended

September 30,

Cost of net revenues

Gross profit (loss)

Operating expenses:

6 unchanged sentences

( 31,348,368 )

( 68,397,073 )

( 2,397,600 )

Other income/(expense):

Interest expense, net

Loss on debt extinguishment

Other (expense), net

( 2,072,679 )

( 1,094,490 )

Gain on extinguishment of vendor obligation

Settlement fees

Total other expense, net

( 1,727,059 )

( 1,082,535 )

Net loss before income taxes

Provision for income taxes

( 7,742,597 )

( 32,430,903 )

Provision for income taxes

$ ( 7,742,597 )

3 unchanged sentences

for additional information about disaggregated revenue.

Company’s long-lived tangible assets, as well as the Company’s operating lease right-of-use assets recognized on the condensed

consolidated balance sheets were located as follows:

September 30,

Company’s long-lived tangible assets, as well as the Company’s operating lease right-of-use assets recognized on the unaudited

condensed consolidated balance sheets were located as follows:

OF LONG LIVED TANGIBLE ASSETS AND OPERATING LEASE RIGHT OF USE ASSETS

United States

9 unchanged sentences

which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial

August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and Suren Ajjarapu for breach of contract,

breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty.

Blythe claims to have performed accounting

services for the Company in the amount of $ 377,947 for which it has not been paid and that Ajjarapu personally guaranteed payment

of Blythe’s invoices.

August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and the Chairman of the Board for breach

of contract, breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty, claiming accounting services

of $ 377,947 for which it has not been paid.

The Company has answered the arbitration demand and is vigorously defending the matter.

in early 2025, Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries

of the Company, sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County,

Florida, asserting state statutory claims of improper UCC-1 filings, tortious interference with business relationships, slander of title,

and state RICO violations.

The Company claims that Blythe improperly filed a UCC-1 against the assets of these subsidiaries, when it

only had a right file such a lien against the Company and that the filing impeded Wellgistics, LLC’s ability to secure a necessary

credit line, causing substantial damages.

Blythe filed a motion to dismiss that remains pending.

The Company is vigorously prosecuting

March 12, 2025, Tollo Health, LLC, Tollo Health Inc., and Gerald Commissiong (collectively, the “Borrowers”) entered into

a Revolving Credit Agreement and issued a Revolving Credit Note to Testing123, LLC (the “Lender”) in the original principal

amount of up to $ 750,000 .

The obligations of the Borrowers were secured pursuant to a Pledge and Security Agreement and guaranteed by

the Company under a Corporate Guaranty.

to the Transaction Documents, the initial advance of $ 444,600 was funded on March 12, 2025.

The term of the loan for this draw was two

months, maturing on May 12, 2025, and bore interest at 5 % per month, compounding monthly.

Upon default, the interest rate increased to

10% per month, also compounding monthly.

Failure to pay any amount when due constituted an event of default under the Note.

Borrowers defaulted on their payment obligations, thereby triggering the Company’s liability as guarantor.

On July 25, 2025, the

Company satisfied its obligations under the Guaranty and paid $ 640,647 —representing principal and accrued interest—directly

to Testing123, LLC.

As a result, the Company recognized a loss on guarantee of $ 640,647 in its condensed consolidated statements of operations

for the nine months ended September 30, 2025, which is included in general and administrative expenses.

Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company,

have sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida,

asserting claims of improper UCC-1 filings, tortious interference with business relationships, slander of title, and state RICO violations.

A motion to dismiss filed by Blythe remains pending.

The Company is vigorously prosecuting its claims.

LLC is a defendant in a legal proceeding initiated by Lifsa Drugs LLC in the United States District Court for the District of New Jersey.

The complaint alleges that Wellgistics, LLC failed to make payment for certain pharmaceutical products and seeks damages of approximately

$ 420,460 , together with interest, legal fees, and other related costs.

The underlying amount has been recorded as a liability and is

included within accounts payable in the accompanying condensed consolidated balance sheet.

At this stage of the proceedings, the outcome

cannot be reasonably predicted.

The Company will record any additional provision if and when the likelihood of loss becomes probable

and reasonably estimable.

with Former Management

October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County,

Florida against certain former officers and/or directors of the Company.

The complaint asserts claims including breach of fiduciary duty

of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable

In January 2026, the Company served a notice of additional claims against the former management parties for misrepresentations

and omissions of material fact in connection with an acquisition of certain limited liability company membership interests.

intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations

and omissions, as well as related equitable and monetary remedies.

December 10, 2025, defendants filed a motion to compel arbitration of all claims.

A hearing on the motion was scheduled for April 27,

of March 31, 2026, obligations associated with these arrangements are reflected as liabilities on the Company’s condensed consolidated

balance sheet in the aggregate amount of approximately $ 17,500,000 .

Because the potential resolution of this matter may result in a gain

contingency, no amounts have been recognized in the accompanying condensed consolidated financial statements for any potential recovery

or reduction of the recorded liability.

The Company will continue to evaluate this matter and will adjust the related liability, if appropriate,

based on developments in the litigation.

Demand Letter

Company and certain of its subsidiaries have received demand letters from various vendors requesting payment for goods and services previously

The aggregate amount referenced in these demand letters is approximately $ 2.3 million, of which approximately $ 1.7 million

is already recorded within accounts payable in the accompanying condensed consolidated balance sheet.

The remaining $ 0.6 million relates

to claims that are not recorded as liabilities in the accompanying condensed consolidated financial statements.

Based on management’s

evaluation in accordance with ASC 450, Contingencies, a loss related to these unrecorded claims is not probable as of March 31, 2026.

Accordingly, no liability has been recognized for these amounts.

SUBSEQUENT EVENTS

Removal of Directors

Effective as of October 1, 2025, stockholders of the

Company holding a majority of the Company’s common stock, par value $ 0.0001 per share, acted by consent in lieu of a stockholder

meeting under Section 228 of the General Corporation Law of the State of Delaware (the “ DGCL ”) to remove Rebecca Shanahan

and Michael Peterson from the board of directors, effective immediately.

At the time of their respective removals, Ms.

Shanahan served

on the Ethics Committee and Mr.

Peterson served as the chair of the Audit Committee.

Director Resignations

On October 2, 2025, Donald Anderson advised the Company

that he was resigning from his position as a member of the board of directors effective immediately.

Anderson indicated that his decision

to resign was a result of his inability commit the time and focus needed to serve on the board of directors going forward.

did not advise the Company 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.

At the time of his resignation, Mr.

served on the Nominating Committee.

Election of Directors

Effective as of October 2, 2025, the remaining member

of the board of directors acted by consent in lieu of a meeting of the board of directors under Section 141(f) of the DGCL to elect Donald

Fell, Prashant Patel, Steven D.

Lee, and Howard Doss (together, the “Newly Elected Directors”) to the board of directors to

serve as directors.

The board of directors has since appointed Mr.

Fell to serve on the Nominating Committee and Compensation Committee

of the board of directors, Mr.

Lee to serve on the Ethics Committee of the board of directors, and Mr.

Doss to serve as the chairman on

the Audit Committee of the board of directors.

Doss will be “independent” directors as defined

under applicable rules of NASDAQ and the SEC.

Officer Resignations

On October 6, 2025, Brian Norton advised the Company that he was resigning

from his position as Chief Executive Officer of the Corporation effective Monday, October 6, 2025, at 5:00 p.m.

On October 6, 2025, Tony Madsen advised the Company that he was resigning

from his position as Chief Operating Officer of the Corporation effective Monday, October 6, 2025, at 8:00 p.m.

On October 6, 2025, Mark DiSiena advised the Company that he was resigning

from his position as Chief Financial Officer of the Corporation effective Monday, October 6, 2025, at 5:00 p.m.

Appointment of Officer

On October 7, 2025, Eric Sherb was appointed as the interim Chief Financial

Officer of the Company by the board of directors.

Changes in Registrant’s Certifying Accountant

On November 11, 2025, following the resignation of

UHY LLP, the Audit Committee of the Board of Directors approved the engagement of Suri & Co.

(“Suri”) as the Company’s

new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

Exercise of Warrants

October 2025, approximately 3.1 million Warrants issued in connection to the September 2025 Offering were exercised for $ 2.2 million

Debt Conversion Agreement

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

Integra Health Inc., a Florida corporation (“Integra Health”), and WoodSage LLC, a Florida limited liability company and

a wholly-owned subsidiary of the Company (“WoodSage”).

The Integra Health DCA addressed the conversion of indebtedness in

the amount of $ 1,300,000 due pursuant to a promissory note issued by WoodSage in favor of Integra Health, dated as of August 22, 2023

(the “ Note ”).

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

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

of the obligations of WoodSage outstanding under the Note.

Pharma Solutions, LLC Debt Conversion Agreement

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

Integra Pharma Solutions, LLC, a Florida limited liability company (“Integra Pharma”), and WoodSage.

The Integra Pharma DCA

addressed the conversion of indebtedness in the amount of $ 4,019,859 due to Integra Pharma by WoodSage in connection with the Sale of

Goods Agreement by and between Integra Pharma and WoodSage, dated as of August 2023 (the “Sale Agreement”).

Under the Integra

Pharma DCA, the indebtedness in the among of $ 4,019,859 was converted into shares of the Corporation’s common stock at a price

per share of $ 0.70 for an aggregate number of shares of 5,742,656 in full satisfaction of the obligations of WoodSage outstanding under

the Sale Agreement.

Financing Activity

On April 1, 2026, the Company entered into a securities

purchase agreement with certain investors pursuant to which the Company issued promissory notes in an aggregate principal amount of up

to $ 1,250,000 for aggregate gross proceeds of $ 1,000,000 , reflecting a 20 % original issue discount.

The notes bear interest at 0 % per

annum, except upon the occurrence of an event of default, in which case interest accrues at 15 % per annum.

The notes mature on the earlier

of twelve months from the date of issuance or the closing of a qualified financing transaction.

Reverse Stock Split Authorization

On April 2, 2026, the holders of a majority of the

Company’s outstanding shares of common stock approved by written consent, in lieu of a special meeting, one or more amendments to the

Company’s Certificate of Incorporation to authorize the Board of Directors to effect one or more reverse splits of the Company’s outstanding

common stock at a ratio of not less than 1-for-25 and not more than 1-for-200, as determined by the Board of Directors in its sole discretion.

The authorization is valid for a period of twelve months from the date of the written consent.

The Board of Directors has not yet determined

whether to effect a reverse stock split or, if so, the specific ratio to be applied.

The reverse stock split, if effected, would become

effective upon the filing of a Certificate of Amendment with the Office of the Secretary of State of the State of Delaware.

Silverback Capital Corporation

On April 3, 2026, the Company terminated its previously

disclosed settlement agreement with Silverback Capital Corporation.

Prior to termination, the Company had issued an aggregate of 6,866,000

shares of common stock pursuant to the settlement agreement during the three months ended March 31, 2026.

Subsequent to termination, on

April 8, 2026 and April 10, 2026, the Company issued an aggregate of 6,273,264 additional shares of its common stock to Silverback Capital

Corporation at a settlement price of $ 0.1015 per share, for an aggregate settlement value of $ 636,736 , representing share issuances

in connection with the settlement arrangement.

On May 18, 2026, the Company and Silverback entered into an Agreement Rescinding

Termination and Reinstating Settlement Agreement, pursuant to which the parties agreed to rescind and withdraw the April 3, 2026 termination

letter, reinstate the Settlement Agreement in its entirety, and continue performance thereunder.

The reinstatement acknowledges that certain

creditor claims remain outstanding and shall continue to be processed pursuant to the terms of the Settlement Agreement.

The administrative

close-out process contemplated following the termination was not completed.

Collaboration Agreement

On April 13, 2026, the Company entered into a collaboration

agreement with Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC related to the formation of a new limited liability

company in which the Company is expected to hold a 51% ownership interest.

As consideration in connection with the transaction, the Company

agreed to issue $ 2.0 million of unregistered shares of its common stock, the number of which will be determined based on the market price

of the Company’s common stock at the time of issuance.

Nasdaq Compliance

On April 13, 2026, the Company received a

deficiency notice from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule

5550(b)(1), which requires listed companies on the Nasdaq Capital Market to maintain a minimum stockholders’ equity of $ 2.5 million.

The notice does not result in the immediate delisting of the Company’s common stock.

The Company intends to submit a plan of

compliance within the timeframe specified by Nasdaq.

There can be no assurance that Nasdaq will accept the Company’s compliance plan

or that the Company will be able to regain compliance within any extension period that may be granted.

Forbearance Agreement

On May 1, 2026, Wellgistics, LLC entered into an Acknowledgment

of Indebtedness, Forbearance and Repayment Agreement with Marco Capital, Inc.

pursuant to which Marco Capital, Inc.

agreed to forbear

from exercising its rights and remedies with respect to approximately $ 1,770,000 of outstanding obligations owed by Wellgistics, LLC through

June 15, 2026, subject to the terms and conditions of the agreement.

Definitive Proxy Statement

On May 4, 2026, the Company filed a definitive proxy statement with the SEC relating to a special meeting of stockholders.

The matters to be considered at the special meeting include, among others, a proposed corporate name change to Vantix Health, Inc., the

authorization of a class of preferred stock, and an increase in the number of shares reserved for issuance under the Company’s equity

incentive plan.

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

What changed 10-Q

Item 1. Financial Statements