Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
Set
forth below is information regarding securities that we issued during the three months ending March 31, 2025, that were not registered
under the Securities Act. Also included is the consideration received by us for
such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration
was claimed.
Between
March 21, 2025, and March 27, 2025, we issued 19,764,108 shares of restricted stock under the Wellgistics Health, Inc. Amended and Restated
2023 Equity Incentive Plan (the “Plan”) to the following individuals:
●
600,000
shares to the Company’s independent directors, with 198,000 shares vesting immediately and the remainder vesting in equal amounts
on March 4, 2026, and March 4, 2027;
●
8,164,494
shares to the Company’s non-independent directors, with each share vesting immediately;
●
503,158
shares to certain employees, with 15,000 shares vesting immediately, 116,942 vesting on October 1, 2025, 126,942 vesting on October
1, 2026, 126,942 vesting on October 1, 2027, 58,666 vesting on October 1, 2028, and 58,666 vesting on October 1, 2029;
●
9,000,000
shares to the Company’s chief executive officer, which vest only upon the achievement of certain financial metrics for the
fiscal years ending December 31, 2025, 2026, and 2027, with the first vesting opportunity occurring during the first quarter 2026;
●
223,333
shares to former employees, with each share vesting immediately; and
●
1,273,123
shares to consultants or advisers, with 1,041,123 shares vesting immediately and the remainder vesting in equal amounts over 3 years.
On April 11, 2025, we issued 152,000 shares of common
stock as a commitment fee to Hudson Global Ventures, LLC pursuant to an equity purchase agreement.
The
forgoing issuances were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act. In each transaction, we did not engage in any general solicitation or advertising and we offered the securities
to a limited number of persons with whom we had pre-existing relationships. We exercised reasonable care to ensure that the purchasers
of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to the issuances,
making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the
shares. The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with
a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transactions.
40
Use
of Proceeds
On
February 24, 2025, we completed our initial public offering in which we issued and sold 888,889 shares of our common stock at a public
offering price of $4.50 per share. We received net proceeds of approximately $3.1 million, after deducting underwriting discounts, commissions,
and expenses of approximately $880,000. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-280945),
as amended (the “IPO Registration Statement”), declared effective by the SEC on February 14, 2025.
Craft
Capital Management LLC acted as representatives of the underwriters for the offering. The offering terminated after the sale of all securities
registered pursuant to the IPO Registration Statement. No payments for such expenses were made directly or indirectly to (i) any of our
officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of
our affiliates.
We
used the net proceeds from our initial public offering for cash and general working capital purposes. There has been no material change
in the expected use of the net proceeds from our initial public offering as described in the prospectus forming a part of the IPO Registration
Statement.
Repurchases
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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