Item 5. Market for Registrant’s Common Equity
ITEM
5.
MARKET
FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
for Common Stock
Our
common stock was approved for listing on Nasdaq under the symbol “WGRX”, on February 14, 2025. At present, there is a limited
market for our common stock. We have one class of common stock. The transfer agent and registrar for our common stock is Colonial Stock
Transfer Co, Inc.
Common
Stock and Preferred Stock Outstanding and Holders of Record
As
of March 20, 2025, we had 51,944,397 shares of common stock outstanding, held by 29 stockholders of record, not including
holders who hold their shares in street name.
Dividend
Policy
We
have never paid cash dividends on our capital stock and we currently intend to retain any future earnings to fund the growth of our business.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial
condition, operating results, capital requirements, general business conditions and other factors that the our board of directions may
deem relevant.
Securities
Authorized for Issuance under Equity Compensation Plans
Information
regarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report.
Initial
Public Offering Use of Proceeds
On
February 24, 2025, we closed our initial public offering, pursuant to which we issued and sold 888,889 shares of common stock at an initial
public offering price of $4.50 per share. The offer and sale of all of the shares of our common stock in the initial public offering
were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333- 280945), which was declared
effective by the SEC on February 14, 2025. Craft Capital Management LLC and D. Boral Capital LLC acted as joint book-runners for the
Company’s initial public offering.
We
received aggregate gross proceeds from the initial public offering of $4 million, or aggregate net proceeds of approximately $3.12 million
after deducting underwriting discounts and commissions and other offering costs. None of the underwriting discounts and commissions or
offering expenses were incurred or paid, directly or indirectly, to (i) our directors or officers or their associates, (ii) persons owning
10% or more of our common stock or (iii) any of our affiliates. There has been no material change in our planned use of the net proceeds
from our initial public offering as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with
the SEC on February 21, 2025.
50
Recent
Sales of Unregistered Securities
Set
forth below is information regarding securities that we issued since January 1, 2022 that were not registered under the Securities Act.
Also included is the consideration received by us for such securities and information relating to the section of the Securities Act,
or rule of the SEC, under which exemption from registration was claimed.
On
June 16, 2024, we issued 652,353 shares of our Common Stock (after giving effect to the stock splits effected by the Company on October
30, 2024, and December 5, 2024) to Nikul Panchal in connection with our acquisition of Wood Sage.
On
November 4, 2024, we issued 3,999,335 shares of our Common Stock to Strategix Global LLC, Nomad Capital, LLC, Jouska Holdings LLC, and
Brian Norton in connection with the Wellgistics Acquisition.
In
each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage
in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing
relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the
Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted
nature of the securities, and placing a legend on the certificates representing the shares. In each case, the offerees were provided
with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent. In addition,
sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited investors
as defined in Rule 501 of the Securities Act. The recipients of securities in each of these transactions acquired the securities for
investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved
in the above transactions.
Company
Purchases of Equity Securities
None.
ITEM
6.
[RESERVED]