DataMeds AI, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA 60 TABLE OF CONTENTS TO FINANCIAL STATEMENTS Consolidated Financial Statements Table of Contents Report of Independent Registered Public Accounting Firm (Firm ID: 6727 ) F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Loss F-5 Consolidated Statements of Stockholders’ Equity (Deficit) F-6 Consolidated Statements of Cash Flows F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Wellgistics Health, Inc. and the subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, consolidated statements of stockholders’ equity (deficit) and consolidated statements of cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with Generally Accepted Accounting Principles of United States of America. Matters related to Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs, it may be required to reduce the scope of its planned development. The company has suffered losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have nor we have engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. F- 2 Critical Audit Matter The critical audit matter communicated below is the matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Fair value of identified other intangible assets in acquisition Description of the matter As discussed in Note 1 and Note 3 to the consolidated financial statements, on June 16, 2024 and August 30, 2024, the Company acquired Wood Sage, LLC. and subsidiaries (Wood Sage) and Wellgistics, LLC. respectively in transactions accounted for as business combinations. In connection with the Wood Sage acquisition, the Company identified intangible assets, which are solely customer relationships whose acquisition-date fair value was $393,853. In connection with Wellgistics, LLC acquisition, the Company identified intangible assets as trademark and customer relationships whose acquisition-date fair value were $10,143,137 and $11,256,067 respectively. We identified the evaluation of the acquisition-date fair value of these identified intangible assets as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate the key assumptions within the discounted cash flows model used to estimate the acquisition-date fair value of the identified intangible assets, specifically the revenue growth rate, margin, and discount rate. There was limited observable market information related to these assumptions and the estimated acquisition-date fair value of the identified intangible assets were sensitive to minor changes in such assumptions. How We Addressed the Matter in our Audit The following are the primary procedures we performed to address this critical audit matter. ● We evaluated the work of the Company’s specialist, and the methods used for valuation. ● We evaluated whether the methods used by the specialist were appropriate under the circumstances, taking into account the requirements of the applicable financial reporting framework. ● We evaluated if the discount rates used by the specialist were reasonable by comparing it to the discount rates that were developed using publicly available market data. ● We evaluated if the useful lives of the intangible assets were reasonable and in accordance with the applicable financial reporting framework. We determined that there are no other critical audit matters. /s/ Suri & Co., Chartered Accountants We have served as the Company’s auditors since 2022. Place: Chennai, India Date: March 25, 2025 F- 3 WELLGISTICS HEALTH, INC. CONSOLIDATED BALANCE SHEETS 2024 2023 December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 1,028,336 $ 1,364 Accounts receivable, related party 271,298 Accounts receivable, net 2,453,517 - Prepaid expenses 524 - Inventories, net 9,518,608 - Due from related parties 1,021,000 337,000 Deferred offering costs 875,385 - Total current assets 15,168,668 338,364 Property, plant and equipment, net 388,180 - Intangible assets under development 1,618,017 - Operating lease, right-of-use-assets 1,528,128 - Goodwill 16,219,929 - Other intangible assets, net 20,746,009 - Note receivable 139,771 - Investments in unconsolidated entity 17,671 - Other assets 1,421,269 - Deposits 85,008 - Total assets $ 57,332,650 $ 338,364 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 6,308,754 $ 1,038,672 Accounts payable, related party 25,500 - Accounts payable 25,500 - Accrued expenses and other liabilities 4,320,417 1,782,333 Due to related parties 4,944,770 67,793 Due to seller 10,000,000 - Due to related parties 10,000,000 - Current portion of debt obligations 11,927,816 - Operating lease liabilities- current portion 519,490 - Total current liabilities 38,046,747 2,888,798 Notes payable 10,100,000 350,000 Note payable, related party 1,300,000 - Note payable 1,300,000 - Loan payable 55,085 - Operating lease liabilities 1,096,372 - Total liabilities $ 50,598,204 $ 3,238,798 Commitments and contingencies (See Note 14) - - Stockholders’ equity (deficit): Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 51,055,508 and 44,720,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively 5,105 4,472 Additional paid-in capital 16,486,501 ( 3,972 ) Accumulated deficit ( 9,757,160 ) ( 2,900,934 ) Total stockholders’ equity (deficit) 6,734,446 ( 2,900,434 ) Total liabilities and stockholders’ equity (deficit) $ 57,332,650 $ 338,364 The accompanying notes are an integral part of these financial statements. F- 4 WELLGISTICS HEALTH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2024 2023 Year Ended December 31, 2024 2023 Net sales $ 18,128,831 $ - Cost of sales 16,361,517 - Gross profit 1,767,314 - Operating expenses: General and administrative 6,797,782 2,880,603 Depreciation and amortization 1,114,664 - Total operating expenses 7,912,446 2,880,603 Loss from operations ( 6,145,132 ) ( 2,880,603 ) Other income/(expense) Interest expense, net ( 831,467 ) ( 15,081 ) Other income 120,373 - Total other income/(expense), net ( 711,094 ) ( 15,081 ) Net loss before income taxes ( 6,856,226 ) ( 2,895,684 ) Provision for income taxes - - Net loss $ ( 6,856,226 ) $ ( 2,895,684 ) Weighted average common shares outstanding - basic and diluted 47,252,081 44,720,000 Net loss per common share - basic and diluted $ ( 0.15 ) $ ( 0.06 ) The accompanying notes are an integral part of these financial statements. F- 5 WELLGISTICS HEALTH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2022 - $ - $ - $ ( 5,250 ) $ ( 5,250 ) Common stock issued to founders 44,720,000 4,472 ( 3,972 ) - 500 Net loss - - - ( 2,895,684 ) ( 2,895,684 ) Balance at December 31, 2023 44,720,000 $ 4,472 $ ( 3,972 ) $ ( 2,900,934 ) $ ( 2,900,434 ) Balance 44,720,000 $ 4,472 $ ( 3,972 ) $ ( 2,900,934 ) $ ( 2,900,434 ) Common stock issued for services 1,341,600 134 680,666 - 680,800 Common stock issued to employees 820,612 82 410,224 - 410,306 Common stock issued pursuant to business combinations 4,173,296 417 15,399,583 - 15,400,000 Net loss - - - ( 6,856,226 ) ( 6,856,226 ) Balance at December 31, 2024 51,055,508 $ 5,105 $ 16,486,501 $ ( 9,757,160 ) $ 6,734,446 Balance 51,055,508 $ 5,105 $ 16,486,501 $ ( 9,757,160 ) $ 6,734,446 The accompanying notes are an integral part of these financial statements. F- 6 WELLGISTICS HEALTH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 6,856,226 ) $ ( 2,895,684 ) Adjustments to reconcile net loss to net cash used in operating activities: Bad debt 93,378 - Stock-based compensation 1,081,106 - Depreciation 67,616 - Amortization 1,047,048 - Changes in operating assets and liabilities: Accounts receivable, net ( 40,081 ) - Inventories, net ( 72,356 ) - Prepaid expenses 11,435 - Other assets ( 587,539 ) - Accounts payable ( 882,315 ) 1,033,422 Accrued expenses and other liabilities 1,564,576 1,782,333 Operating lease liabilities, net 22,091 - Due from / to related parties, net 3,326,274 ( 269,207 ) Net cash used in operating activities ( 1,224,993 ) ( 349,136 ) Cash flows from investing activities: Cash acquired in business combinations 931,368 - Investments in intangible assets under development ( 377,288 ) - Deposits paid for operating leases ( 85,008 ) - Net cash provided by investing activities 469,072 - Cash flows from financing activities: Offering costs incurred and paid ( 162,310 ) - Repayment of Seller Promissory Note ( 135,777 ) - Net proceeds received from new revolving line of credit 756,480 - Proceeds from Merchant cash advance 1,314,500 - Proceeds received from note payable - 350,000 Proceeds received for common stock issued 10,000 - Common stock issued to founders - 500 Net cash provided by financing activities 1,782,893 350,500 Net change in cash and cash equivalents 1,026,972 1,364 Cash and cash equivalents at beginning of year 1,364 - Cash and cash equivalents at end of year $ 1,028,336 $ 1,364 Supplemental disclosure of cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ 332,847 $ - Supplemental disclosure of non-cash investing and financing activities: Assets acquired in business combinations $ 38,906,585 $ - Liabilities assumed in business combinations $ 14,726,514 $ - Common stock issued pursuant to business combinations $ 15,400,000 $ - Repayment of note payable by related party on behalf of Company $ 250,000 $ - Note payable issued pursuant to business combination $ 15,000,000 $ - Liabilities payable pursuant to business combination $ 10,000,000 $ - The accompanying notes are an integral part of these financial statements. F- 7 WELLGISTICS HEALTH, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was initially organized in the name of Ayan Sponsors LLC on September 6, 2022. It was subsequently incorporated in the name Danam Health, Inc. (the “Company”/ “us”/ “we”/ “our”) as a Delaware Corporation that was registered on November 15, 2022, The Company’s headquarters are in Tampa, Florida. The Company is a parent company for various existing and planned strategic businesses centered around pharmaceuticals and healthcare services. As a micro health ecosystem, our portfolio of companies consists of a pharmacy, wholesale operations, and a technology division with a novel platform for hub and clinical services. We are focused on improving the lives of patients while delivering unique solutions for pharmacies, providers, pharmaceutical manufacturers, and payors. In 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 Wood Sage’s two 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. On 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. On 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. As such, Wellgistics Health currently exists as a holding company with Wood Sage as a directly held intermediate holding company subsidiary, DelivMeds and Wellgistics Pharmacy as indirect operating subsidiaries, and Wellgistics LLC as a direct operating subsidiary. Initial Public Offering On February 20, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Craft Capital Management LLC (the “Underwriters”), relating to the Company’s initial public offering (the “Offering” or “IPO”) of 888,889 shares of common stock, par value at a public offering price of $ 4.50 per share, generating gross proceeds of $ 4,000,000 . The shares of common stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-280945), 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 14, 2025. 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. The 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. See Note 16. F- 8 Acquisition of membership interest in Wood Sage LLC In January 2023, Wellgistics Health entered into a Membership Interest Purchase Agreement (the “Wood Sage MIPA”) with Nikul Panchal, an individual resident of the State of Florida (“Seller”). The Seller owns all of the membership interest in Wood Sage LLC, a Florida limited liability company (the “Company”). Upon the closing of the transaction contemplated in the Wood Sage MIPA, Seller will own one hundred percent ( 100 %) of the membership interests in Wellgistics Pharmacy and DelivMeds which the Seller will sell and Wellgistics Health will acquire in exchange for (i) Four Hundred Thousand Dollars ($ 400,000 ) and (ii) all amounts due and payable to Seller from Wellgistics Health under the Management Agreement, (the “Closing Payment”). In January 2023, the parties above entered into an Amendment to the Wood Sage MIPA, pursuant to which the parties revised the Closing Payment to Four Hundred Thousand Dollars ($ 400,000 ) plus any amounts owed under the Management Services Agreement (as defined in the Wood Sage MIPA). In April 2023, the parties above entered into an Amendment to the Wood Sage MIPA, pursuant to which the parties revised the closing of the said agreement from April 30, 2023 to September 30, 2024. Upon the closure of the said transaction, Wellgistics Health will own 100 % of the membership interests in the Company as a part of the business combination (Refer below). Wellgistics Health and Mr. Panchal amended and restated this agreement in June 2024, whereby the parties revised the closing payment to be made by Wellgistics Health to Mr. Panchal to be 173,961 (after giving effect to the stock split effected by the Company on October 30, 2024 and the reverse stock split on December 05, 2024) shares of Wellgistics Health common stock. The shares issued by Wellgistics Health to Mr. Panchal were meant to approximate total cash compensation of $ 400,000 with a 20 % discount. Mr. Panchal currently is WGRX’s President of Healthcare Operations in addition to being a Wellgistics Health stockholder. On June 16, 2024, Wellgistics Health completed its acquisition of Wood Sage. Wood Sage was formed as a limited liability company on June 26, 2014. Wellgistics Tech & Hub, LLC (DelivMeds) DelivMeds was founded in 2017 as a holding company for technology solutions, wholly owned by Integral Health, Inc. (“Integral”). In 2020, APS recommissioned its DelivMeds project so that it would serve as a pharmaceutical hub, facilitating prescription transfer and clinical concierge services to a network of independent pharmacies. After conducting an extensive market research survey focusing on competition, established several key differentiators for the DelivMeds hub. These differentiators included various integrations of the hub with pharmacy management software systems and pharmacy point of sale systems, among others such that DelivMeds would serve as an end-to-end patient-centric solution automating the prescription journey. Powered by Wellgistics Pharmacy as the backend pharmacy, DelivMeds is the frontend technology serving as the middleware between all key stakeholders referenced in what is referred to as the 5P-Model: Patients, Providers, Pharmacies, Payors or PBMs, and Pharmaceutical Manufacturing Companies. DelivMeds aims to preserve patient autonomy, improve price transparency, and aide in making a meaningful impact on patient outcomes by eliminating barriers to therapy while simultaneously boosting adherence. Delivmeds works with channel partners such as pharmaceutical manufacturers, provider groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered pharmacy services. DelivMeds’ business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy and subsequently transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data to improve its respective business operation and or improve its renumeration from the value-based services the clinical concierge arm provides. Wood Sage acquired DelivMeds in August 2023 and Wellgistics Health acquired Wood Sage in June 2024 as discussed above. DelivMeds now serves as the middleware technology arm to Wellgistics Health’s integrated healthcare ecosystem. F- 9 Wellgistics Pharmacy, LLC Wellgistics Pharmacy, was founded in 2011 as a retail community specialty pharmacy. Specializing in HIV/AIDS, the pharmacy obtained URAC and ACHC accreditations for Specialty Pharmacy and also performed general pharmacy services in its community. In 2018, Integral acquired Wellgistics Pharmacy and relocated Wellgistics Pharmacy to Tampa, Florida. Subsequently, Wellgistics Pharmacy expanded its business operations to perform 340B services by partnering with local clinics and provider groups. During this time period, the pharmacy initiated its pursuit of additional pharmacy state licenses to convert Wellgistics Pharmacy’s business to a mail order pharmacy. Currently, Wellgistics Pharmacy is licensed in 32 states and the District of Columbia, with superb license coverage along the east coast. As a result of this strategic business shift Wellgistics Pharmacy’s leadership team chose to voluntarily forfeit Wellgistics Pharmacy’s specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty pharmacy. Wellgistics Pharmacy provides general and specialty pharmacy services dedicated to servicing the needs of patients, as well as clinical expertise, technology-driven innovation tools, and administrative efficiencies that support physicians, payers, and pharmaceutical manufacturers. Wellgistics Pharmacy purchases pharmaceuticals including specialty medications from manufacturers and wholesale distributors, fills prescriptions, labels, packages and delivers these pharmaceuticals to patients’ homes or physicians’ offices through contract couriers or carriers. Wellgistics Pharmacy maintains a call center and customer support within its pharmacy located in Tampa, Florida. Wellgistics Pharmacy has several 340B relationships , acting as the dispensing pharmacy for these healthcare facilities. These relationships help drive revenue and prescription volume. Our relationship with Wellgistics along with our deep-rooted ties to other wholesalers enables Wellgistics Pharmacy to offer a competitive cash-based formulary for the uninsured and underinsured patient populations. Wellgistics Pharmacy continues to see an uptick in utilization, as more patients elect to pay out of pocket due to our low-cost model, which Wellgistics Pharmacy believes is an opportunity to gain market share with small- to medium-size employer groups in a partnership model with other consumer driven healthcare companies. The services that Wellgistics Pharmacy provides to its patients and other constituents are vital to the revenue and prescription volume generated from this division. Wood Sage acquired Wellgistics Pharmacy in August 2023 and Wellgistics Health acquired Wood Sage in June 2024 as discussed above. Wellgistics Pharmacy now serves as the backbone of Wellgistics Health’s healthcare ecosystem. Acquisition of Wellgistics, LLC On May 11, 2023, Wellgistics Health entered into a membership interest purchase agreement (the “Wellgistics MIPA”) with Wellgistics, LLC (“Wellgistics”), Strategix, Nomad Capital, LLC , and Jouska Holdings LLC (each, a “Seller” and collectively, “Sellers”). Upon the closing of the transaction contemplated in the Wellgistics MIPA, Sellers will sell and Wellgistics Health will acquire all of the outstanding membership interests of Wellgistics. The Parties amended the Wellgistics MIPA on August 4, 2023 extending the last day by which the Purchase Agreement (“Amendment”) could be consummated to December 26, 2023 and the Parties desire to amend the Purchase Agreement and Amendment to modify such date; The Parties amended the Wellgistics MIPA on December 26, 2023 extending the last day by which the Purchase Agreement (“Second Amendment”) could be consummated to March 29, 2024 and the Parties desire to amend the Purchase Agreement and Amendment to modify such date; The Parties further amended the Wellgistics MIPA on March 22, 2024 (“Third Amendment”) to clarify the language and extend certain deadlines related to Earn-Out Payments and Bonus Payments. Additionally, it has been agreed unilaterally by the Sellers in the event that this Agreement fails to close by August 31,2024, Wellgistics Health may but is not required to pay Seller a non-refundable sum of One Hundred Fifty Thousand Dollars ($ 150,000.00 ) (“Extension Fee”) which shall automatically extend the Closing deadline by thirty (30) days. Buyer may pay the Extension Fee no more than three (3) times for a total of no more than a ninety (90) day extension. The Extension Fee is Non-Refundable under any circumstances. The Extension Fee shall be applied to and reduce the cash payable to Sellers at Close if the sale is completed. F- 10 On August 23, 2024, Wellgistics Health and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the purchase price to be paid by Wellgistics Health for acquiring Wellgistics LLC, the closing date of the transaction, and certain other terms and conditions. The purchase price that Wellgistics Health agreed to pay Wellgistics LLC under the revised agreement consists of: ● a closing cash payment of $ 10 million, which is due no later than the earlier of 45 calendar days following effectiveness of the registration statement filed with SEC and August 30, 2025; ● a promissory note in the aggregate principal amount of $ 15 million 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 installments commencing on the first anniversary of the date that the registration statement becomes effective; ● earn-out payments in the form of Wellgistics Health common stock equaling an aggregate value of $10 million paid in three equal annual installments plus contingent earnout payments in the form of Wellgistics Health common stock in an aggregate amount of up to $5 million based on certain financial metrics ; and ● bonus payments consisting of 50% cash and 50% Wellgistics Health common stock to the extent that Wellgistics Health’s EBITDA is in excess of 110% of certain established targets for each of the years ended December 31, 2024, December 31, 2025, and December 31, 2026. The Financial Contingent Bonus Payments will vest, and therefore will no longer be subject to repurchase by Wellgistics Health, according to the following terms: ● For the calendar year ending December 31, 2024: (i) 222,185 shares of Wellgistics Health common stock if the gross sales of Wellgistics Health are greater than or equal to $47.2 million, and (ii) 222,185 shares of Wellgistics Health common stock if the net operating income of Wellgistics Health prior to the provision for (a) interest expense and interest income, (b) federal, state, local and foreign taxes based on the income or profits, and (c) depreciation and amortization (“EBITDA”) of Wellgistics Health is greater than or equal to $4.2 million. However, each metric will have been deemed to have been met if the final financial metrics are at least ninety percent (90%) of each target. Further, the largest number of shares that can vest in calendar year 2024 is capped at 444,370 shares. ● For calendar year ending December 31, 2025: (i) 222,185 shares of Wellgistics Health common stock if the gross sales of Wellgistics Health are greater than or equal to $57.7 million, and (ii) 222,185 shares of Wellgistics Health common stock if the EBITDA of Wellgistics Health is greater than or equal to $6.5 million. However, each metric will have been deemed to have been met if the final financial metrics are at least ninety percent (90%) of each target. Further, the largest number of shares that can vest in calendar year 2025 is capped at 444,370 shares. ● For calendar year ending December 31, 2026: (i) 222,185 shares of Wellgistics Health common stock if the gross sales of Wellgistics Health are greater than or equal to $63.5 million, and (ii) 222,186 shares of Wellgistics Health common stock if the EBITDA of Wellgistics Health is greater than or equal to $7.5 million. However, each metric will have been deemed to have been met if the final financial metrics are at least ninety percent (90%) of each target. Further, the largest number of shares that can vest in calendar year 2026 is capped at 444,371 shares. On August 30, 2024, Wellgistics Health closed on the Wellgistics Acquisition, thereby making Wellgistics LLC a wholly owned subsidiary of Wellgistics Health. On November 4, 2024, Wellgistics Health and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million respective earn-out share awards into an immediate share issuance of 3,999,335 shares of restricted Wellgistics Health common stock. 2,666,223 shares vest in equal annual installments. 1,333,112 shares vest only upon the achievement of certain financial metrics. In the event the stated metrics for the applicable year are not achieved, Wellgistics Health shall repurchase the applicable portion of the 1,333,112 unvested shares for nominal consideration of $0.0001 per share. F- 11 Merger Agreement — Wellgistics Health, Inc. and Assure Holdings, Corp. On February 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Assure Holdings, Corp. (“Assure”) and Assure Merger Corp., a newly formed wholly-owned subsidiary of Assure (“Assure Merger”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the stockholders of Assure and Wellgistics Health, Assure Merger would have been merged with and into Wellgistics Health (the “Merger”), with Wellgistics Health surviving the Merger as a wholly-owned subsidiary of Assure. On April 8, 2024, Assure made a convertible promissory note in the principal amount of $ 1,000,000 in favor of Wellgistics Health (the “Promissory Note”). The note bears interest at 10 % per annum and matured on July 22, 2024 . The note was convertible upon a financing event or upon a sale transaction. On June 13, 2024, Wellgistics Health terminated the Merger Agreement and Wellgistics Health management is considering the exercise of its rights under the Merger Agreement, including, but not limited to, accelerating the maturity date of the Promissory Note, seeking payment of $ 1,000,000 in termination fees, and any other remedies available pursuant to the Merger Agreement or in law. As of the issuance date of these financial statements, no amounts have been received from Assure. The Company provided a full allowance for credit loss of this note receivable as of December 31, 2024 as collectability cannot be reasonably assured. Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on December 31. The accompanying 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 financial statements. The consolidated financial statements include the 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. Stock Split On October 30, 2024, the Company effected a forward stock split of all issued and outstanding shares of common stock at a ratio of 1-to-1,677,000. The Company also amended its Certificate of Incorporation to authorize 500,000,000 shares of common stock, par value $ 0.0001 per share from 10,000 shares of common stock, $ 0.001 par value per share to the amendment. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the stock split. On December 5, 2024, the Company effected a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1-for-3.75. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. F- 12 Use of Estimates The preparation of the Company’s financial statements in conformity with U.S.GAAP requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the financial statements. These estimates are based on information available through the date of the issuance of the financial statements and actual results could differ from those estimates. Areas requiring significant estimates and assumptions by the Company include, but are not limited to: ● provisions for income taxes and related valuation allowances and tax uncertainties ● business combinations and purchase price allocations ● recoverability of long-lived assets and their related estimated lives ● fair value of long-term debt and notes receivable ● evaluation of goodwill for impairment ● accruals for estimated liabilities ● evaluation of equity method investments and ● net-realizable value of inventory Comprehensive Loss 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. There was no difference between net loss and comprehensive loss presented in the financial statements for the year ended December 31, 2024 and 2023. Segment Reporting The Company’s chief operating decision-maker is its Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for any planning, strategy and key decision-making regarding operations. Accordingly, the Company has a single reportable segment and operating segment structure. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, certificates of deposits and money market funds that are readily convertible into cash, all with original maturity dates of three months or less. Concentration of Credit Risks and Major Customers Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits. Customer Concentration Risk For the year ended December 31, 2024, sales to Wells Pharmacy Network and Axia Medical Solutions exceeds 10 % of the Company’s total revenue. Sales to Wells Pharma represented approximately 19 % of total revenue, and sales to Axia Medical Solutions represented approximately 12 % of total revenue. The Company’s reliance on these major customers presents a concentration risk. The loss of either of these customers 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. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. F- 13 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The hierarchy is presented down into three levels based on the reliability of the inputs. Level 1 Quoted prices are available in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. The 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. Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are due from various customers and are shown net of applicable reserves for doubtful accounts as shown on the face of the balance sheet. There were no accounts that had been placed on non-accrual status. The allowance for doubtful accounts has been estimated by management based on historical experience, current market trends and, for larger customer accounts, their assessment of the ability of the customers to pay outstanding balances. Past due balances and other higher risk amounts are reviewed individually for collectability. Changes in circumstances relating to the collectability of accounts receivable may result in the need to increase or decrease the allowance for doubtful accounts in the future. The company provides for 95 % of the accounts receivable which are due over the period of 90 days. The Company recognized bad debt expense of $ 93,378 and $ 0 within general and administrative expenses for the year ended December 31, 2024 and 2023, respectively. Inventories, Net Inventories are stated at the lower of cost and net realizable value. Cost is determined on a first in first out (“FIFO”) basis. Cost of inventory is determined as the sum of the applicable expenditures and charges directly or indirectly incurred in bringing an article to its existing condition and location. On a quarterly basis, we evaluate inventory for net realizable value using estimates based on historical experience, current or projected pricing trends, specific categories of inventory, age and expiration dates of on-hand inventory and manufacturer return policies. 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. F- 14 Property, Plant and Equipment, Net Property, 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 lives. The estimated useful lives of PP&E are as follows: Equipment – 5 – 10 years Furniture and Fixtures – 7 years Software – 3 – 5 years Leasehold improvements – Shorter of the estimate useful life or remaining lease term Major 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. Upon 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. The 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. The Company has no t identified any such impairment losses for the year ended December 31, 2024 and 2023. Intangible Assets under Development Research expenditures are recognized as an expense and development expenditures that meet specified criteria are recognized as the cost of an intangible asset. The Company has begun capitalizing the expenses related to the Delivmeds application as management has determined that the Company’s application has crossed the research phase and has begun development. As per ASC 350-40, the Company capitalizes costs in the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. As of December 31, 2024, the Company capitalized $ 1,618,017 in capitalized intangibles under development pertaining to the Delivmeds platform via its DelivMeds subsidiary. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606 upon inception. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or services promised within each contract and determined those that were performance obligations, and assessed whether each promised good or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. F- 15 A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Company’s website. Customers generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have been given terms extending out to 45 days. Wellgistics, LLC The Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected from customers for goods not yet delivered is recorded as unearned revenue. The company recognizes a refund liability if it receives consideration from a customer and expects to refund some or all of that consideration to the customer. A refund liability is measured at the amount of consideration received (or receivable) for which the company does not expect to be entitled (that is, amounts not included in the transaction price). The refund liability (and corresponding change in the transaction price and, therefore, the contract liability) is updated at the end of each reporting period for changes in circumstances. Wellgistics Pharmacy The Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize revenue. Step One: Identify the contract with the customer — The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract — Each prescription is distinct to the Customer. Step Three: Determine the transaction price — The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price — The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation — Revenue is recognized upon the delivery of the prescription. F- 16 Disaggregation of Revenue The following is a summary of the disaggregation of revenue for the years ended December 31, 2024 and 2023: SCHEDULE OF DISAGGREGATION OF REVENUE 2024 2023 Year Ended December 31, 2024 2023 Product revenue - distribution services $ 17,669,468 $ - Pharmacy retail sales 352,363 - Third party logistics services 107,000 - Net sales $ 18,128,831 $ - Leases The 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. In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. 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. Business Combinations The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. Goodwill Goodwill 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. The 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. F- 17 The 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. Management can resume the qualitative assessment in any subsequent period for any reporting unit. For December 2024, management performed a qualitative impairment assessment of our reporting units, of which there were no indications that it was more likely than not that the fair value of our reporting units were less than their respective carrying values. As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized during the year ended December 31, 2024. Intangible Assets In connection with the Wood Sage acquisition, the Company identified intangible assets, which are solely customer relationships (see Note 3). The Company amortizes the customer relationships intangible on a straight-line basis over a useful life of eight years. In connection with Wellgistics, LLC acquisition, the Company identified intangible assets such as trademark and customer relationships (see Note 3). The Company amortizes the trademark and customer relationship intangibles on a straight-line basis over a useful life of nine and six years, respectively. The Company has evaluated the intangible assets acquired and their respective useful lives as per ASC 805. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. 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. If the total 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. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Offering Costs The Company complies with the requirements of ASC 340-10-S999-1. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed. As of December 31, 2024, the Company had capitalized $ 875,385 in deferred offering costs. Deferred offering costs includes professional fees incurred including legal, accounting, underwriting and advisory in connection with the Company’s equity offering. As of December 31, 2024, management assessed the recoverability of the capitalized deferred offering costs which were incurred throughout 2024. Management believes that these costs should not be impaired as they still provide economic benefits for the Company’s potential public offering. All initial offering costs incurred have enabled the Company to achieve and maintain SEC effectiveness, which is a key component of the Company’s ability to undergo a successful initial public offering. Management will continue to monitor any further delay or abandonment of the contemplated public offering. If any further delays are expected, the Company may have to impair a substantial portion, or all, of its deferred offering costs. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved. F- 18 The Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s costs are classified. There are no outstanding unvested stock-based compensations as at December 31, 2024 and 2023. Recent Accounting Pronouncements The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. The pronouncements did not have any material impact on the financial statements unless otherwise disclosed., and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. We intend to adopt this standard in our Annual Report on Form 10-K for the year ending December 31, 2025. We are currently evaluating the potential impact of adopting this standard on our disclosures. ASU 2024-03, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses, requires disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated. This standard is effective for annual reporting periods beginning after December 15, 2026, and requires prospective application with the option to apply it retrospectively. We are currently evaluating the potential impact of adopting this standard on our disclosures and we intend to adopt this as and when applicable. Note 2. GOING CONCERN The Company has a net loss of $ 6,856,226 for the year ended December 31, 2024 and an accumulated deficit of $ 9,757,160 as of December 31, 2024. The Company’s situation raises a substantial doubt on whether the entity can continue as a going concern in the next twelve months. The 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. Management Plans Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it 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 results. The accompanying financial statements do not include any adjustments that might result from these uncertainties. F- 19 The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. NOTE 3. BUSINESS COMBINATIONS The Company evaluated the acquisition of Wood Sage, with its subsidiaries DelivMeds and Wellgistics Pharmacy, and Wellgistics, LLC pursuant to ASC 805 and ASU 2017-01, Topic 805, Business Combinations. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The Company has made an allocation of the purchase price in regard to the Wood Sage and Wellgistics, LLC acquisition related to the assets acquired and the liabilities assumed as of the purchase date. Wood Sage The following table summarizes the preliminary purchase price allocation of Wood Sage: SCHEDULE OF PRELIMINARY PURCHASE PRICE ALLOCATION Total Cash and cash equivalents $ 30,255 Accounts receivables 82,831 Inventories 49,533 Goodwill 1,550,081 Customer relationship - Intangibles 393,853 Intangible assets under development 1,240,729 Due to related parties ( 616,703 ) Accounts payable ( 815,081 ) Note payable ( 1,300,000 ) Other current liabilities ( 215,498 ) Purchase price consideration $ 400,000 On June 16, 2024, in connection with the acquisition of Wood Sage, the Company issued 173,961 shares of Wellgistics Health common stock (after giving effect to the stock split effected by the Company on October 30, 2024 and the reverse stock split on December 05, 2024). These shares were issued to approximate total cash compensation of $ 400,000 . F- 20 Wellgistics The following table summarizes the preliminary purchase price allocation of Wellgistics, LLC: SCHEDULE OF PRELIMINARY PURCHASE PRICE ALLOCATION Total Cash and cash equivalents $ 901,113 Accounts receivable, net 2,695,280 Inventories 9,396,719 Goodwill 14,669,848 Customer relationship - Intangibles 11,256,067 Trademark - Intangibles 10,143,137 Other assets 833,730 Note receivable 139,771 Prepaid expenses and other assets 11,959 Property, plant and equipment, net 455,796 Investments in unconsolidated entity 17,671 Operating lease, right of use asset 1,258,141 Accounts payable ( 4,649,741 ) Accrued expenses and other liabilities ( 758,009 ) Current portion of debt obligations ( 5,047,698 ) Operating lease liability ( 1,323,784 ) Purchase price consideration $ 40,000,000 The following is a summary of the preliminary purchase price consideration per the Wellgistics acquisition: SCHEDULE OF PRELIMINARY PURCHASE PRICE CONSIDERATION Cash payment - due to seller $ 10,000,000 (1) Note payable 15,000,000 (2) Common stock issued 15,000,000 (3) Purchase price consideration $ 40,000,000 (1) Represents the cash consideration pursuant to the Wellgistics acquisition, which is reflected as due to seller on the consolidated balance sheet. As per the Wellgistics agreement, the closing cash payment of $ 10 million which is due no later than the earlier of 45 calendar days following effectiveness of the registration statement and August 30, 2025. The Company’s initial recognition of this component is recorded as a current liability at its fair value. (2) Represents the note payable issued to the Wellgistics sellers. As per the Wellgistics agreement, the principal of the note is $ 15,000,000 , payable in three equal annual installments commencing on the first anniversary of the date that the registration statement becomes effective. The Company’s initial recognition of this component is to record the issuance of the note payable at fair value, which is estimated to be $ 15,000,000 , out of which $ 5,000,000 is payable in 2025 and hence classified under current liabilities and the balance $ 10,000,000 under non-current liabilities. (3) Represents the issuance of 3,999,335 shares of restricted common stock pursuant to the Wellgistics MIPA. This includes 2,666,223 shares of restricted common stock, equaling a value of approximately $ 10 million, which shall be restricted for transfer for a period of three years . A third of these shares shall be vested annually, whereby transfer restrictions no longer exist once vested. The consideration also includes 1,333,112 shares of restricted common stock, equaling a value of approximately $ 5 million, whereby the vesting of this tranche is based on the achievement of certain financial metrics. The vesting occurs in tranches over 3 years. The 1,333,112 shares are subject to repurchase at the option of Wellgistics Health if the said financial metrics are not achieved. As of the issuance date of these financial statements, the Company determined it is probable that the shares shall vest and not be subject to repurchase. The Company’s initial recognition of this component is to account for the issuance of 3,999,335 shares of restricted common stock at a fair value of $ 15,000,000 as equity consideration included within the total purchase price consideration, including the recognition of $ 400 as common stock for the par value of the shares issued and $ 14,999,600 recognized as additional paid-in capital. The Company recognized the issuance of the 3,999,335 shares in its statement of changes in stockholders’ equity, recognized within the issued and outstanding shares. F- 21 Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that qualify for separate recognition. The goodwill is not deductible for tax purposes. The results of Wood Sage, including its subsidiaries DelivMeds and Wellgistics Pharmacy, and Wellgistics, LLC have been included in the consolidated financial statements since the date of their acquisitions. Wood Sage’s revenue and net loss included in the consolidated financial statements since the acquisition date were $ 352,363 and $ 1,029,752 , respectively. Wellgistics, LLC’s revenue and net loss included in the consolidated financial statements since the acquisition date were $ 17,776,468 and $ 711,625 respectively. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s financial results as if the Wood Sage and Wellgistics, LLC acquisition had occurred as of January 1, 2023. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The unaudited pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition: SCHEDULE OF UNAUDITED PRO FORMA FINANCIAL INFORMATION Year Ended December 31, 2024 2023 Net sales $ 45,749,628 $ 34,454,310 Net loss $ ( 11,057,302 ) $ ( 12,772,688 ) Net loss per common share $ ( 0.23 ) $ ( 0.29 ) Note 4. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE, NET December 31, 2024 2023 Billed – Third Party $ 3,394,112 $ - Billed – Affiliates 271,298 - Total Accounts Receivable 3,665,410 - Less: Allowance for doubtful accounts ( 940,596 ) - Total accounts receivable, net $ 2,724,814 $ - Note 5. INVENTORIES, NET Inventory consists of stock that was purchased by Wellgistics, LLC in 2020 from First Defense Nasal Screen Corp (“FDNS”). An ongoing legal dispute between the Company and the supplier has been settled where the Company was awarded $ 4.6 million. The award was not accounted for due to the uncertainty of receipt. Following the bankruptcy filing of FDNS the court awarded the complete possession of the inventory to the Company and Vide the United States Bankruptcy Court order dated March 15, 2023, the entity is in receipt of a monthly plan payment of $ 3,014 for the FDNS from March 2023 which has been included in other income in the consolidated statements of operations. Inventory consists of the following: SCHEDULE OF INVENTORY 2024 2023 December 31, 2024 2023 FDNS $ 6,717,373 $ - Finished goods 3,034,836 - Total inventory, at cost 9,752,209 - Less: reserve for expired goods ( 233,601 ) - Inventories, net $ 9,518,608 $ - F- 22 Note 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET December 31, 2024 2023 Leasehold Improvements $ 766,467 $ - Equipment 589,208 - Furniture & Fixtures 152,161 - Property, plant and equipment, gross 1,507,836 - Less: Accumulated Depreciation ( 1,119,656 ) - Property, plant and equipment, net $ 388,180 $ - Depreciation expense for the year ended December 31, 2024 and 2023 amounted to $ 67,616 and $ 0 , respectively. Note 7. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS December 31, 2024 2023 Internal development costs - Delivmeds $ 1,618,017 $ - Customer relationships – Wood Sage acquisition 393,853 - Customer relationships - Wellgistics acquisition 11,256,067 - Trademark - Wellgistics acquisition 10,143,137 - Intangible assets, gross 21,793,057 - Accumulated amortization ( 1,047,048 ) - Intangible assets, net $ 20,746,009 $ - Intangible assets of $ 393,853 represent customer relationships identified and measured at fair value pursuant to the Wood Sage business combination (see Note 3). The Company recorded amortization of $ 26,841 during the year ended December 31, 2024 pertaining to these intangible assets. Intangible 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 (see Note 3). The Company recorded amortization of $ 637,330 pertaining to customer relationships and $ 382,876 pertaining to the trademark during the year ended December 31, 2024. F- 23 The following table represents the future amortization of intangibles assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLES ASSETS Year Ended December 31, 2025 $ 3,052,258 2026 3,052,258 2027 3,052,258 2028 3,052,258 2029 3,052,258 Thereafter 5,484,717 Intangible assets 20,746,009 Note 8. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2024 2023 December 31, 2024 2023 Accrued personnel costs $ 3,112,470 $ 1,300,000 Accrued professional and other fees 347,829 480,000 Credit card obligation 110,201 - Unearned revenue 245,765 - Accrued interest 504,152 2,333 Accrued expenses and other liabilities $ 4,320,417 $ 1,782,333 Note 9. DEBT Outstanding debt consists of the following: SCHEDULE OF OUTSTANDING DEBT December 31, 2024 2023 Merchant cash advance $ 1,259,415 $ - Note payable - owners of Wellgistics 5,000,000 - Revolving line of credit 5,531,260 - Seller promissory note 137,141 - Current portion of debt obligations 11,927,816 - Merchant cash advance $ 55,085 $ - Third party investor 100,000 100,000 Related party - shareholder of Wellgistics - 250,000 Note payable - Scienture Holdings 1,300,000 - Note payable - owners of Wellgistics 10,000,000 - Long-term debt 11,455,085 350,000 Total debt $ 23,382,901 $ 350,000 F- 24 Wellgistics Health Inc. (formerly Danam) In September 2023, the Company entered into two short-term note agreements for aggregate proceeds of $ 350,000 . One note for $ 100,000 bears interest at 8 % per annum and the Company will issue 35,000 shares of common stock upon a SPAC or merger. The other note for $ 250,000 is non-interest bearing and the Company will issue 5,000 shares of common stock upon a SPAC or merger. In May 2024, Scienture Holdings, Inc. (f/k/a TrXade Health, Inc.) , a related party, repaid the $ 250,000 note on behalf of the Company, and the note is no longer outstanding (See Note 12). In January 2024, the Company entered into a short-term note agreement for proceeds of $ 250,000 . The note bears interest at 2 % per annum and matures on May 18, 2024 . As of the date of these consolidated financial statements, the note was fully repaid and is no longer outstanding. On August 22, 2023, Wood Sage entered into a non-interest bearing promissory note (“Note”) with Integral Health 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 CSP MIPA and APS MIPA. No later than 30 days after a change in control to Wood Sage, the aggregate unpaid principal balance of the Note will be due and payable by Wood Sage. As of the date of these financial statements, the note is still outstanding and the parties mutually agreed for an extension. On October 11, 2024, the Company entered a merchant cash advance agreement with a third-party lender. This advance is secured by expected future sales transactions of the Company with expected payments on weekly basis. The Company received total proceeds of $ 1,500,000 against future receivables of $ 2,236,500 . During the year ended December 31, 2024, Company made total cash repayments of $ 402,570 , including principal repayments of $ 185,500 and interest expense of $ 217,070 . As of December 31, 2024, $ 1,314,500 remained outstanding, of which $ 1,259,415 was included as a current liability on the consolidated balance sheet and the remaining $ 55,085 was classified as long-term. Note payable – owners of Wellgistics, LLC On 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. As of December 31, 2024, the calculated interest was $ 425,000 . As of December 31, 2024, $ 5,000,000 was included as a current liability on the consolidated balance sheet and the remaining $ 10,000,000 was classified as long-term. Revolving line of credit – Wellgistics In 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 SOFR plus 11.5%, calculated and prorated daily on the daily balance. The new line of credit is collateralized by accounts receivable and inventory balances. Interest related to the line of credit amounted to $ 159,740 for the year ended December 31, 2024. The outstanding balance on the line of credit as of December 31, 2024 was $ 5,531,260 , which is included as a current liability on the consolidated balance sheet. The Company assumed the initial revolving line of credit as part of the Wellgistics acquisition. Seller Promissory Note - Wellgistics In May 2022, Wellgistics, LLC entered into a promissory note agreement with 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 (a subsidiary of Wellgistics LLC). The promissory note bears interest at a rate of 2 % per annum and will mature on April 1, 2025. Interest expense related to the promissory note was immaterial for the year ended December 31, 2024. As of December 31, 2024 the amount outstanding is $ 137,141 , which is included as a current liability on the consolidated balance sheet. The Company assumed this debt as part of the Wellgistics acquisition. F- 25 The following table is a summary of annual principal payments of the Company’s outstanding debt: SCHEDULE OF ANNUAL PRINCIPAL PAYMENTS Year Ended December 31, 2025 $ 11,927,816 2026 6,455,085 2027 5,000,000 Principal Payment $ 23,382,901 Note 10. STOCKHOLDERS’ EQUITY On October 30, 2024, the Company effected a forward stock split of all issued and outstanding shares of common stock at a ratio of 1-to-1,677,000. The Company also amended its Certificate of Incorporation to authorize 500,000,000 shares of common stock, par value $ 0.0001 per share from 10,000 shares of Common Stock, $ 0.001 par value per share prior to the amendment. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the stock split. On December 5, 2024, the Company effected a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1-for-3.75. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. On June 16, 2024, the Company issued 173,961 shares of common stock pursuant to the acquisition of Wood Sage for a fair value of $ 400,000 . During the year ended December 31, 2024, the Company issued 1,341,600 shares of common stock to Strategic EP, LLC for services, and 820,612 shares to employees, at a fair value of $ 0.50 per share. Effective August 30, 2024, the closing of the Wellgistics acquisition, the Company issued 3,999,335 shares of common stock pursuant to the acquisition of Wellgistics, LLC for a fair value of $ 15,000,000 . As of December 31, 2024, the Company had 51,055,508 shares of common stock issued and outstanding. Note 11. LEASE OBLIGATIONS Rent is classified by function on the consolidated statements of operations as general and administrative. The 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. The 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. In 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 . On June 9, 2023, Intergra Pharma Solutions entered into First amendment to the Vector Collective lease, which is sublease to Wellgistics Pharmacy. The lease includes a monthly base rent of $ 4,714.41 from and after November 16, 2023 and expires on November 15, 2026 . Wellgistics Pharmacy recognized a right-of-use asset and corresponding lease liability, calculated using a discount rate of 8.36 %. F- 26 In 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 %. The following is the summary of operating lease assets and liabilities: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2024 Operating Leases Right-of-use assets $ 1,528,128 Short-term lease liabilities 519,490 Long-term lease liabilities 1,096,372 Total lease liabilities $ 1,615,862 Weighted Average Remaining Lease Term 2.92 Weighted Average Discount Rate 8.36 % The following is the summary of future minimum payments: SCHEDULE OF SUMMARY OF FUTURE MINIMUM PAYMENTS December 31, 2024 2025 $ 609,979 2026 621,530 2027 458,656 Thereafter 84,977 Total lease payments 1,775,142 Less: Imputed interest ( 159,280 ) Total $ 1,615,862 Note 12. RELATED PARTY TRANSACTIONS The 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 are currently the management. The common management between the entities classifies Scienture as a related party. Wellgistics, LLC. was previously partly owned by a private equity company, Nomad Capital, 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, which include software expenses and marketing expenses, with affiliated companies, are recorded within general and administrative expenses. Wellgistics, LLC. is charged a managerial service fee by the members of Nomad, which is recorded within general and administrative expenses. The Company had transactions with Scietech, LLC. where a 31 % investor is the spouse of one of the Directors of the Company, which qualifies as a related party. The Company also had transactions with Green Apotoker, LLC. which qualifies as a related party on account of a managerial personnel of the Company having a significant influence. F- 27 The following is a summary of due from and to related parties: SCHEDULE OF SUMMARY OF DUE FROM AND TO RELATED PARTIES 2024 2023 December 31, 2024 2023 Due from TRG $ 146,000 $ - Due from IPS 305,000 - Due from Scienture Holdings 570,000 337,000 Due from related parties $ 1,021,000 $ 337,000 Due to TRG $ 9,351 $ - Due to IPS 3,764,000 - Due to Scienture Holdings 1,171,419 - Due to Wellgistics Pharmacy - 67,793 Due to related parties $ 4,944,770 $ 67,793 2024 2023 December 31, 2024 2023 Accounts payable from affiliates of Company $ 25,500 $ - Accounts receivable from affiliates of Company $ 271,298 $ - The Company had the following transactions with related parties: SCHEDULE OF RELATED PARTY TRANSACTION 2024 2023 December 31, 2024 2023 Sales to Integra Pharma Solutions, LLC $ 746,428 $ - IT Support fees paid to Scietech LLC $ 9,750 $ - IT expenses paid to Cingo Solutions $ 80,355 $ - IT expenses paid to Birch OS & RxERP $ 100,112 $ - Management services fees paid to Nomad Capital $ 105,186 $ - Business development and consultation fees paid to Green Apoteker LLC $ 25,500 $ - Note 13. INVESTMENT IN UNCONSOLIDATED AFFILIATES Wellgistics, LLC has investments in affiliates that are not consolidated. As of December 31, 2024, the Company had an investment in Gift Health totaling $ 17,671 . Note 14. COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and if it is determined that such a liability for litigation or loss contingencies is both probable and estimable. Although the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings, which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial position. F- 28 Note 15. INCOME TAXES Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carry forwards. For the years ended December 31, 2024 and 2023, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The following table presents the deferred tax assets and liabilities by source: SCHEDULE OF DEFERRED TAX ASSETS 2024 2023 December 31, 2024 2023 Deferred tax assets: Net operating loss $ 2,467,687 $ 735,387 Valuation allowance ( 2,467,687 ) ( 735,387 ) Net deferred tax assets $ - - The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due, cumulative losses through December 31, 2024 and no history of generating taxable income. Therefore, valuation allowances of $ 2,467,687 and $ 735,387 were recorded as of December 31, 2024 and 2023, respectively. Valuation allowance increased by $ 1,732,300 and $ 730,137 during the years ended December 31, 2024 and 2023, respectively. Deferred tax assets were calculated using the Company’s combined effective tax rate, which it estimated to be 25.35 %. The effective rate is reduced to 0 % for 2024 and 2023 due to the full valuation allowance on its net deferred tax assets. The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2024 and 2023, the Company had net operating loss carryforwards available to offset future taxable income in the amounts of $ 6,856,226 and $ 2,895,684 , respectively, which can be carry forward indefinitely. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company is not presently subject to any income tax audit in any taxing jurisdiction, though its 2022-2023 tax years remain subject to examination by U.S. federal and state jurisdictions. Wood Sage and Wellgistics, with the consent of its members, have elected to be taxed as partnerships under both federal and state provisions. Under these provisions, the Company does not pay income taxes on its taxable income. Instead, each member reports on their income tax return their proportionate share of the Company’s taxable income and tax credits. Note 16. SUBSEQUENT EVENTS Initial Public Offering On February 20, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Craft Capital Management LLC (the “Underwriters”), relating to the Company’s initial public offering (the “Offering” or “IPO”) of 888,889 shares of common stock, par value at a public offering price of $ 4.50 per share, generating gross proceeds of $ 4,000,000 . F- 29 The shares of common stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-280945), 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 14, 2025. 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. The 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. Consulting Agreements On February 25, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”). Pursuant to the Consulting Agreement, Hudson agreed, for a period of thirty (30) days, to provide the Company with business advisory services, guidance on growth strategies, and networking opportunities for general business purposes. As consideration with Hudson’s services, the Company agreed to (i) pay Hudson a fee of $ 250,000 and (ii) cause the issuance in restricted book entry form of 52,000 shares of the Company’s common stock. If the Company proposes to file any registration statement covering any of its securities, the Company agreed to provide Hudson with notice of such registration statement and to effect the registration of any portion of Hudson’s shares of common stock, as directed by Hudson, to the extent required to permit the resale and disposition of its shares of common stock. On March 17, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Draper, Inc., a Nevada corporation (“Draper”). Pursuant to the Consulting Agreement the Company agreed to engage Draper as an independent consultant and Draper agreed to provide the Company with investor relations and business development services, including but not limited to the following: (i) reviewing the Company’s financial requirements; (ii) analyzing and assessing alternatives for the Company’s financial requirements; (iii) providing introductions to professional analysts and money managers; (iv) assisting the Company in financing arrangement to be determined and governed by separate and distinct financing agreements; (v) providing analysis of the Company’s industry and competitors in the form of general industry reports provided directly to Company and (vi) assisting the Company in advising of potential merger partners and developing corporate partnering relationships. The Consulting Agreement has an initial term of three months and automatically renews for successive one-month terms until terminated. Either party may terminate the Consulting Agreement by providing written notice at least seven days prior to the end of the then-current term. In exchange for the services to be provided by Draper pursuant to the Consulting Agreement, the Company agreed to pay Draper a total of 100,000 restricted shares of the Company’s common stock to be delivered promptly following execution of the Consulting Agreement. The Company will owe Draper an additional 100,000 shares of restricted shares of common stock for each subsequent term under the Consulting Agreement. Chief Executive Officer On February 28, 2025, the Board of Directors promoted Brian Norton to serve as the Company’s Chief Executive Officer effective as of February 28, 2025 (the “Effective Date”). Mr. Norton will succeed Timothy Canning, who served as the Company’s Chief Executive Officer since January 18, 2024, and who is resigning from his position, effective as of the Effective Date. Mr. Canning’s decision to resign is not the result of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies or practices. Management has evaluated subsequent events through March 25, 2025, the date the financial statements were available to be issued. F- 30 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.