What changed in this filing

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Item 1. Financial Statements

2025-08-19 compared with 2025-05-12 · 912 added, 824 removed, 231 unchanged (88% of the section changed)

Financial Statements.

BALANCE SHEETS

and cash equivalents

receivable, related party

receivable, net

from related parties

offering costs

CONSOLIDATED BALANCE SHEETS

Current assets:

plant and equipment, net

assets under development

lease, right-of-use-assets

intangible assets, net

in unconsolidated entity

AND STOCKHOLDERS’ EQUITY

payable, related party

expenses and other liabilities

to related parties

portion of debt obligations, net of debt discount

lease liabilities- current portion

Cash and cash equivalents

Accounts receivable, related party

Accounts receivable, net

Inventories, net

Prepaid expenses

Due from related parties

Subscription receivable

Deferred offering costs

Total current assets

Property, plant and equipment, net

Capitalized software

Operating lease, right-of-use-assets

Other intangible assets, net

Note receivable

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

payable, related party

lease liabilities

and contingencies (See Note 14)

Stockholders’

stock, $ 0.0001 par value, 500,000,000 shares authorized, 71,708,505 and 51,055,508 shares issued and 61,460,014 and 51,055,508 shares

outstanding as of March 31, 2025 and December 31, 2024, respectively

paid-in capital

Accounts payable

Accounts payable, related party

Accounts payable

Accrued expenses and other current liabilities

Due to related parties

Due to seller

Due to related parties

Current portion of debt obligations, net of debt discount

Operating lease liabilities- current portion

Total current liabilities

Notes payable

Note payable, related party

Operating lease liabilities

Total liabilities

Commitments and contingencies (Note 14)

Stockholders’ equity:

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 72,881,535 and 51,055,508 shares issued and 63,144,817 and 51,055,508 shares outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

( 48,860,527 )

( 9,757,160 )

stockholders’ equity

liabilities and stockholders’ equity

the accompanying notes to the unaudited consolidated financial statements

STATEMENTS OF OPERATIONS

and administrative

and marketing

and amortization

Total stockholders’ equity

Total liabilities and stockholders’ equity

the accompanying notes to the unaudited condensed consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Cost of revenues

Gross profit (loss)

Operating expenses:

from operations

General and administrative

Sales and marketing

Depreciation and amortization

Total operating expenses

Loss from operations

( 5,500,376 )

income/(expense)

( 36,848,744 )

other income/(expense), net

Other income (expense)

Interest expense, net

( 1,184,040 )

loss before income taxes

( 2,278,530 )

for income taxes

Total other expense, net

( 1,172,088 )

average common shares outstanding - basic and diluted

loss per common share - basic and diluted

the accompanying notes to the unaudited consolidated financial statements

STATEMENTS OF STOCKHOLDERS’ EQUITY

( 2,254,623 )

Net loss before income taxes

( 6,672,464 )

( 39,103,367 )

Provision for income taxes

$ ( 6,672,464 )

$ ( 574,325 )

$ ( 39,103,367 )

$ ( 657,447 )

Net loss per common share - basic and diluted

Weighted average common shares outstanding - basic and diluted

the accompanying notes to the unaudited condensed consolidated financial statements

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Stockholders’

at December 31, 2023

Balance at December 31, 2023

$ ( 2,900,934 )

$ ( 2,900,434 )

at March 31, 2024

Balance at March 31, 2024

$ ( 2,984,056 )

$ ( 2,983,556 )

at December 31, 2024

Founder’s initial contribution

Shares issued to employees

Shares issued pursuant to business combination

Balance at June 30, 2024

$ ( 3,558,381 )

$ ( 3,147,881 )

stock issued pursuant to public offering

stock issued pursuant to consulting agreements

restricted stock granted to consultants

restricted stock granted to directors

restricted stock granted to employees

Balance at December 31, 2024

$ ( 9,757,160 )

Common stock issued pursuant to public offering

Common stock issued pursuant to consulting agreements

Vested restricted stock granted to consultants

Vested restricted stock granted to directors

Vested restricted stock granted to employees

Offering costs

( 1,598,196 )

1 unchanged sentence

( 32,430,903 )

at March 31, 2025

( 32,430,903 )

Balance at March 31, 2025

$ ( 42,188,063 )

the accompanying notes to the unaudited consolidated financial statements

STATEMENTS OF CASH FLOWS

flows from operating activities:

$ ( 42,188,063 )

to reconcile net loss to net cash used in operating activities:

of debt discount

in operating assets and liabilities:

Common stock issued pursuant to equity purchase agreement

Issuance of commitment shares under equity purchase agreement

Common stock issued in partial settlement of seller’s note

Vested restricted stock granted to employees

Offering costs

receivable, net

expenses and other liabilities

lease liabilities, net

from / to related parties, net

cash provided by (used in) operating activities

( 6,672,464 )

flows from investing activities:

in intangible assets under development

cash used in investing activities

flows from financing activities:

from promissory note

of seller promissory note

from revolving line of credit

from merchant cash advance

received from note payable

stock issued pursuant to public offering

( 6,672,464 )

received for common stock to be issued

cash provided by financing activities

change in cash and cash equivalents

and cash equivalents at beginning of year

and cash equivalents at end of year

disclosure of cash flow information:

paid for income taxes

paid for interest

disclosure of non-cash investing and financing activities:

of common stock for prepaid consulting services

the accompanying notes to the unaudited consolidated financial statements

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Balance at June 30, 2025

$ ( 48,860,527 )

the accompanying notes to the unaudited condensed consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Cash flows from operating activities:

$ ( 39,103,367 )

$ ( 657,447 )

Adjustments to reconcile net loss to net cash used in operating activities:

Allowance for credit losses

Amortization of debt discount

Stock-based compensation

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Accounts payable

Accrued expenses and other liabilities

Operating lease liabilities, net

Due from / to related parties, net

Net cash (used in) provided by operating

( 3,426,447 )

Cash flows from investing activities:

Cash acquired in business combinations

Investments in capitalized software

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from promissory note

Repayment of seller promissory note

Proceeds from term loan

Proceeds from revolving line of credit

Repayments of revolving line of credit

( 18,697,494 )

Proceeds from merchant cash advance

Proceeds from common stock issued pursuant to equity purchase agreement

Proceeds from common stock issued pursuant to public offering

Offering costs

( 1,208,498 )

Founder’s initial contribution

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Cash paid for interest

Supplemental disclosure of non-cash investing and financing activities:

Subscription receivable

Issuance of commitment shares under equity purchase agreement

Common stock issued in partial settlement of seller’s note

Common stock issued pursuant to business combination

Debt assigned to related party

the accompanying notes to the unaudited condensed consolidated financial statements

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company was initially organized in the name of Ayan Sponsors LLC on September 6, 2022.

It was subsequently incorporated in the name Danam

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

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

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.

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.

Subsequently the Company incorporated under

the name Danam Health, Inc.

(together with the subsidiaries below, the “Company”/ “us”/ “we”/

“our”) as a Delaware Corporation that was registered on November 15, 2022, The Company’s headquarters are in

Tampa, Florida.

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 (the “ Wood

Sage Acquisition ”)and Wellgistics, LLC (the “ Wellgistics Acquisition ”).

In June 2024, the Company

and Wood Sage entered into an amended and revised definitive agreement and closed on the Wood Sage Acquisition, thereby making Wood Sage

a wholly owned subsidiary.

In connection with the Wood Sage Acquisition, the Company acquired two of its operating subsidiaries, Alliance

Pharma Solutions LLC d/b/a DelivMeds (n/k/a Wellgistics Tech & Hub, LLC) (“DelivMeds”)—a pharmaceutical technology

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

community specialty pharmacy.

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

1 unchanged sentence

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

The Company also indirectly acquired American Pharmaceutical Ingredients, LLC, a wholly owned subsidiary of Wellgistics,

LLC, as part of the Wellgistics Acquisition.

As such, the Company currently exists as a holding

company with Wood Sage as a directly held intermediate holding company subsidiary, Wellgistics Tech & Hub, LLC and Wellgistics Pharmacy,

LLC as indirect operating subsidiaries, and Wellgistics, LLC as a direct operating subsidiary.

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

1 unchanged sentence

its Certificate of Incorporation.

such, Wellgistics Health currently exists as a holding company with Wood Sage and Wellgistics, LLC as a directly held intermediate

holding company subsidiary, DelivMeds and Wellgistics Pharmacy as indirect operating subsidiaries, Wellgistics, LLC as a direct

operating subsidiary, and American Pharmaceutical Ingredients, LLC, a wholly owned subsidiary

of Wellgistics, LLC, as an indirect operating subsidiary.

Public Offering

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 .

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

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

Company’s initial public offering (the “Offering” or “IPO”) of 888,889

shares of common stock, par value $ 0.0001 per share, at a public

offering price of $ 4.50

per share, generating gross proceeds of approximately $ 4 million and net

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

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

7 unchanged sentences

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.

of membership interest in Wood Sage LLC

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

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

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

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

a 20 % discount.

Wood Sage is a holding company incorporated as a limited liability company formed under the laws of Florida on June 27,

To date, Wood Sage has had no operations.

In August 2023, Wood Sage acquired 100 % of the outstanding membership interests of DelivMeds

and Wellgistics Pharmacy.

DelivMeds was founded in 2017 as a holding company for technology solutions, namely the DelivMeds technology

platform that was recommissioned to serve as a pharmaceutical hub to facilitate the transfer of prescriptions and provide backend clinical

concierge services to a network of independent pharmacies.

Wellgistics Pharmacy, was founded in 2011 as a retail community specialty

pharmacy and has been continuously operated.

Tech & Hub, LLC (DelivMeds)

was founded in 2017 as a holding company for technology solutions, wholly owned by Integral Health, Inc.

(“Integral”).

2020, DelivMeds recommissioned its technology hub 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.

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 Pharmacy Benefit Managers, and Pharmaceutical Manufacturing Companies.

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

Wood Sage acquired DelivMeds in August 2023 and Wellgistics Health acquired Wood Sage in June 2024 as discussed above.

now serves as the middleware technology arm to Wellgistics Health’s integrated healthcare ecosystem.

Pharmacy, LLC

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.

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

Wellgistics Pharmacy maintains a call center and customer support within its pharmacy located in Tampa, Florida.

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.

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.

Sage acquired Wellgistics Pharmacy in August 2023 and Wellgistics Health acquired Wood Sage in June 2024 as discussed above.

Pharmacy now serves as the backbone of Wellgistics Health’s healthcare ecosystem.

of Wellgistics, LLC

May 11, 2023, we entered into a Membership Interest Purchase Agreement with Wellgistics, LLC and its owners, Strategix Global LLC, Nomad

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

outstanding membership interests of Wellgistics, LLC.

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

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

no later than December 26, 2023, and designate Brian Norton as a representative who may act on behalf of all named sellers in the Wellgistics

On December 26, 2023, the Company and Wellgistics, LLC further amended the Wellgistics MIPA to extend the termination date to March

On March 22, 2024, the Company and Wellgistics, LLC further amended the Wellgistics MIPA to extend the termination date to August

31, 2024, and to provide for the Company to extend such date for a maximum of ninety days, among other things.

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 parties further amended the Wellgistics

MIPA on November 4, 2024, and March 6, 2025.

As amended, the purchase consideration that Wellgistics Health agreed to pay Wellgistics,

LLC under the revised Wellgistics MIPA consists of:

a closing cash payment of $ 10 million, $ 1 million of which was paid in immediately available funds to Zions Bank, a creditor of Wellgistics, LLC, by wire transfer, and the remainder of which is due no later than June 14, 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 February 14, 2026;

bonus payments in the form of Wellgistics Health Common Stock in an aggregate amount of 2,666,224 shares, after accounting for the reverse stock split that Wellgistics Health effected on December 5, 2024, that vest over three years commencing December 31, 2024;

shares of restricted Common Stock in an aggregate amount of up to 1,333,111 shares, after accounting for the reverse stock split that Wellgistics Health effected on December 5, 2024, that vest only if certain financial metrics are met, with unvested shares of Common Stock subject to repurchase by Wellgistics Health for a nominal purchase price if such financial metrics are not met (the “ Financial Contingent Bonus Payments ”);

contingent 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 vest if the gross revenue of Wellgistics, LLC is greater than or equal to $47.2 million, and (ii) 222,185 shares of Wellgistics Health Common Stock vest if the net operating income of Wellgistics, LLC 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”) 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 the calendar year ending December 31, 2025:

(i) 222,185 shares of Wellgistics Health Common Stock vest if the gross revenue of Wellgistics, LLC is greater than or equal to $57.7 million, and (ii) 222,185 shares of Wellgistics Health Common Stock vest if the EBITDA of Wellgistics, LLC 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 the calendar year ending December 31, 2026:

(i) 222,185 shares of Wellgistics Health Common Stock vest if the gross revenue of Wellgistics, LLC is greater than or equal to $63.5 million, and (ii) 222,186 shares of Wellgistics Health Common Stock vest if the EBITDA of Wellgistics, LLC 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, we closed on the acquisition

of Wellgistics, LLC, thereby making Wellgistics, LLC a wholly owned subsidiary of the Company (the “Wellgistics

Acquisition”).

In connection with the Wellgistics Acquisition, we acquired American Pharmaceutical Ingredients, LLC, a wholly owned

subsidiary of Wellgistics, LLC.

March 6, 2025, the Company and Wellgistics, LLC further amended the Wellgistics MIPA to extend the due date of the $ 10 million closing

cash payment such that the closing cash payment will be due on June 14, 2025.

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.

of Significant Accounting Policies

description of the Company’s significant accounting policies and other financial information is included in the

Company’s audited consolidated financial statements filed on March 25, 2025, with the SEC in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2024 (the “ Form 10-K ”).

These policies have been applied consistently in these unaudited condensed

consolidated interim financial statements.

Interim Financial Information

unaudited interim financial statements and related notes have been prepared in accordance with U.S.

GAAP for interim financial information,

within the rules and regulations of the SEC.

Certain information and disclosures normally included in the annual consolidated financial

statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to such rules and regulations.

The unaudited

interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management,

reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the

interim periods presented and of the financial condition as of the date of the interim balance sheet.

The financial data and the other

information disclosed in these notes to the interim financial statements related to the three-month periods are unaudited.

interim results are not necessarily indicative of the results for the full fiscal year.

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

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

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:

for income taxes and related valuation allowances and tax uncertainties

combinations and purchase price allocations

recoverability

of long-lived assets and their related estimated lives

value of long-term debt and notes receivable

of goodwill for impairment

for estimated liabilities

of equity method investments and

net-realizable

value of inventory

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 three months ended March 31, 2025 and 2024.

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.

and Cash Equivalents

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.

The accompanying unaudited condensed consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include

all of the information and disclosures required by U.S.

GAAP for complete financial statements.

In the opinion of management, such statements

include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed

consolidated financial statements of the Company as of June 30, 2025 and for the three and six months then ended.

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

and the notes thereto for the year ended December 31, 2024 included in the Form 10-K with the SEC on March 25, 2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of

the Company and its wholly-owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

The preparation of the condensed consolidated financial statements and

related disclosures in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements

and the reported amounts of revenues and expenses reported in those condensed consolidated financial statements.

Descriptions of our significant

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

ended December 31, 2024.

Management evaluates the related estimates and assumptions on an ongoing basis using historical experience and

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

As future events

and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions.

Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be

reflected in the consolidated financial statements in future periods.

In accordance with Accounting

Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), we identify our operating segments according

to how our business activities are managed and evaluated.

ASC 280 establishes standards for companies to report financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The CODM has been identified

as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources

and assessing financial performance.

Accordingly, management has determined that the Company only has one operating and reportable

The key measures of segment profit or

loss reviewed by our CODM are revenue and operating costs.

These metrics are reviewed and monitored by the CODM to manage and forecast

The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with

all agreements and budget.

Note 12 for further detail.

Concentration

3 unchanged sentences

Deposits are insured to Federal Deposit Insurance Corp limits.

During the three months ended March 31, 2025, sales to Axia Medical Solutions exceeds 10 % of the Company’s total revenue.

to Axia Medical Solutions represented approximately 24.6 % of total revenue The Company’s reliance on these major customers presents

a concentration risk.

The loss of this customer or a significant reduction in their orders could have a material adverse effect on the

Company’s financial performance.

The Company continues to focus on efforts to diversify its customer base to mitigate such risks.

For the six months ended June 30, 2025, one customer accounted for approximately 15 %

of total revenue.

The Company’s reliance on this and other major customers presents a concentration risk.

The loss of this customer

or a significant reduction in their orders could have a material adverse effect on the Company’s financial performance.

continues to focus on efforts to diversify its customer base to mitigate such risks.

Value of Financial Instruments

19 unchanged sentences

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

Receivable, Net

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.

company provides for 95 % of the accounts receivable which are due over the period of 90 days.

The Company recognized bad debt expense

of $ 76,154 and $ 0 within general and administrative expenses for the three months ended March 31, 2025 and 2024, respectively.

Receivable and Allowance for Credit Losses

receivable are recorded at the net invoiced amount, net of allowance for credit losses, and do not bear interest.

Expected credit losses

include losses expected based on known credit issues with specific customers as well as a general expected credit loss allowance based

on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectability.

The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for credit losses.

Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be

Actual write-offs may be in excess of the Company’s estimated allowance.

The Company uses a loss rate method to estimate its

allowance for credit losses.

The determination of the current expected credit loss rate begins with our review of historical loss experience

as a percentage of accounts receivable.

To determine the current allowance for credit losses, we combine the historical and expected credit

loss rates and apply them to our period end accounts receivable.

Company provides for a 95 %

- 100 % loss rate of the accounts receivable which are due over the period of 90 days.

The Company recognized a provision for credit

losses of $ 200,454

within general and administrative expenses for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, allowance for credit losses

was $ 1,111,824 and $ 940,596 , respectively.

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

Cost is determined on a first in first out (“FIFO”) basis.

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.

Cost is determined on a first in first out (“ FIFO ”)

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.

Plant and Equipment, Net

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

impairment losses.

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

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

– 5 – 10 years

and Fixtures – 7 years

– 3 – 5 years

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

renewals and improvements are capitalized.

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

life of the assets, are expensed when incurred.

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

gain or loss is included in the results of operations.

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

events that could impact the Company’s assets.

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

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

to be generated by such asset or asset group.

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

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

Company has no t identified any such impairment losses for the three months ended March 31, 2025 and 2024.

Assets under Development

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

of March 31, 2025 and December 31, 2024, the Company capitalized $ 1,891,150 and $ 1,618,017 , respectively in capitalized intangibles under

Capitalized Software

The Company complies with the guidance of ASC

350-40, “ Intangibles—Goodwill and Other—Internal Use Software ”, in accounting for our internally

developed system projects that it utilizes to provide our services to customers.

These system projects generally relate to software

of the Company that is not intended for sale or otherwise marketed.

Internal and external costs incurred during the preliminary

project stage are expensed as they are incurred.

Once a project has reached the development stage, the Company capitalizes direct

internal and external costs until the software is substantially complete and ready for our intended use.

Costs for upgrades and

enhancements are capitalized, whereas costs incurred for maintenance are expensed as incurred.

These capitalized software costs are

amortized on a project-by-project basis over the expected economic life of the underlying software on a straight-line basis, which

is generally three to five years.

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

of June 30, 2025 and December 31, 2024, the Company capitalized $ 2,023,076 and $ 1,618,017 , respectively, in software

development pertaining to the Delivmeds platform via its DelivMeds subsidiary.

Company adopted Accounting Standards Codification (“ASC”) 606 upon inception.

To date, the Delivmeds platform is not yet been placed

in service and therefore amortization has not commenced.

The Company recognizes revenue from contracts with customers under ASC

606, Revenue from Contracts with Customers (“ASC 606”).

determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the

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been given terms extending out to 45 days.

Wellgistics, LLC provides distribution and third party logistics services

to both pharmaceutical manufacturers and independent retail pharmacies.

Company recognizes revenue when goods are delivered to the customer.

7 unchanged sentences

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.

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.

from customers for goods not yet delivered is recorded as a contract liability.

Company is in the retail pharmacy business, which fills prescriptions for medication 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

The following are the steps taken to

recognize revenue.

Identify the contract with the customer — The prescription is written by a doctor for a customer and delivered to the Company.

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Disaggregation of Revenue

following is a summary of the disaggregation of revenue for the three months ended March 31, 2025 and 2024:

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

SCHEDULE OF DISAGGREGATION OF REVENUE

revenue - distribution services

party logistics services

Company accounts for its leases under ASC 842, Leases .

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

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

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

incremental borrowing rate.

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

is amortized over the lease term.

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

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

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

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

Variable lease expenses are recorded when incurred.

calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components.

excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes

rent expense on a straight-line basis over the lease term.

Company 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.

Three Months Ended

Six Months Ended

Product revenue - distribution services

Pharmacy retail sales

Third party logistics services

All revenue for the six months ended

June 30, 2025 and 2024 were within the United States.

Assets and Liabilities

assets would include costs and services incurred on contracts with open performance obligations.

These amounts would be included in contract

assets on the condensed consolidated balance sheets.

Contract liabilities include payment received for incomplete performance obligations

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

June 30, 2025 and December 31, 2024, the Company had unearned revenue of 245,765 included

in accrued expenses and other current liabilities.

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

In accordance with

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

Goodwill is not amortized but is tested annually for impairment or on an interim basis

when indicators of potential impairment exist.

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to that reporting unit.

Management can resume the qualitative assessment in any subsequent period for any reporting unit.

the three months ended March 31, 2025, 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

As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized during the three months ended

March 31, 2025.

connection with the Wood Sage acquisition, the Company identified intangible assets, which are solely customer relationships .

amortizes the customer relationships intangible on a straight-line basis over a useful life of eight years.

connection with Wellgistics, LLC acquisition, the Company identified intangible assets such as trademark and customer relationships.

The Company amortizes the trademark and customer relationship intangibles on a straight-line basis over a useful life of nine and six

years, respectively.

Company has evaluated the intangible assets acquired and their respective useful lives as per ASC 805.

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

potential impairment of goodwill.

Accordingly, no goodwill impairment was recorded for the period.

of Long-Lived Assets

4 unchanged sentences

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.

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 March 31, 2025 and December 31, 2024, the Company had capitalized $ 0 and $ 875,385 , respectively, in deferred

There were no triggering events to test intangibles

for impairment loss during the three and six months ended June 30, 2025 and 2024.

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

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.

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

the completion of an offering, offering costs are capitalized if they are directly related to an equity financing that is probable of

successful completion until such financing is consummated .

The deferred offering costs are charged to stockholders’ equity upon

the completion of an offering or to expense if the offering is abandoned, terminated, or significantly delayed in the period of determination.

Deferred offering costs includes professional fees incurred including legal, accounting, underwriting and advisory services in connection

with the Company’s equity offering.

As of June 30, 2025 and December 31, 2024, the Company had capitalized $ 0 and $ 875,385 , respectively, 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.

During the three months ended March 31, 2025, a total of $ 875,385 in previously

During the six months ended June 30, 2025, a total of $ 875,385 in previously

capitalized offering costs was charged to stockholders’ equity upon the completion of the IPO.

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

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.

Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s

costs are classified.

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.

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.

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.

Loss per Share

6 unchanged sentences

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

As all potentially dilutive securities are anti-dilutive as of March 31,

As all potentially dilutive securities are anti-dilutive as of June 30,

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

Potentially dilutive items outstanding as of

March 31, 2025 and 2024 is as follows:

OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING

restricted common stock issued not outstanding

potentially dilutive shares

For the three and six months ended June 30, 2025 and 2024, the following

items have been excluded from the computation of diluted net loss per share because the effect of including these would have been anti-dilutive:

SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING

Unvested restricted common stock issued not outstanding

Total potentially dilutive shares

Accounting Pronouncements

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.

GOING CONCERN

Company has a net loss of $ 32,430,903 for the three months ended March 31, 2025 and an accumulated deficit of $ 42,188,063 as of March

Furthermore, the Company has net cash used in operating activities of $ 1,347,449 for the three months ended March 31, 2025.

The Company’s situation raises a substantial doubt on whether the entity can continue as a going concern in the next twelve months.

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.

February 2025, the Company completed its IPO for net proceeds of approximately $ 3.1

Management has plans to raise additional capital as needed to satisfy its capital needs.

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.

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.

Business Combinations

June 16, 2024, the Company completed the acquisition of Wood Sage and its subsidiaries, DelivMeds and Wellgistics Pharmacy.

29, 2024, the Company completed the acquisition of Wellgistics, LLC.

Collectively, these entities are referred to as the “Acquired

Entities.” The transactions were accounted for as business combinations in accordance with ASC Topic 805, Business Combinations ,

and were previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

total purchase consideration for the acquisitions consisted of a combination of cash, notes payable, and shares of the Company’s

common stock.

These transactions support the Company’s strategic objective to expand its presence in pharmaceutical distribution

and enhance its operational scale and capabilities.

Company allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values

at the acquisition date.

The identifiable intangible assets acquired include customer relationships, trademarks, and intangible assets

under development.

The excess of purchase consideration over the net fair value of identifiable assets acquired and liabilities assumed

was recorded as goodwill, which primarily reflects anticipated operational synergies, enhanced market positioning, and the value of the

acquired workforce.

Goodwill is not expected to be deductible for tax purposes.

Pro Forma Financial Information

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, 2024.

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:

OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

$ ( 2,276,313 )

loss per common share

December 2023, Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

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

ASU 2023-09 focuses on income tax disclosures around

effective tax rates and cash income taxes paid and requires public business entities to disclose, on an annual basis, a

rate reconciliation presented in both dollars and percentages.

The guidance requires the rate reconciliation to include specific

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

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

For entities reconciling to the US statutory rate of 21 %,

this would generally require disclosing any reconciling items that impact the rate by 1.05 %

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

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

Entities should adopt this guidance on a

prospective basis, though retrospective application is permitted.

The adoption of ASU 2023-09 is expected to have a financial

statement disclosure impact only and is not expected to have a material impact on the Company’s condensed consolidated

financial statements.

In March 2024, the FASB issued ASU 2024-03, which

provides new accounting guidance for certain crypto assets.

Under the ASU, entities are required to subsequently measure qualifying crypto

assets at fair value, with changes in fair value recognized in net income each reporting period.

The ASU also establishes specific disclosure

requirements, including information about significant crypto asset holdings, contractual sale restrictions, and changes in such holdings.

The guidance applies to crypto assets that meet all

of the following criteria:

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

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

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

secured through cryptography.

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

The ASU is effective for fiscal years beginning after

December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted.

The Company is currently evaluating the

impact of ASU 2024-03 on its condensed consolidated financial statements.

While the Company does not currently hold material amounts

of crypto assets, it is assessing the implications of the guidance in the event of future crypto asset acquisitions or changes in investment

LIQUIDITY AND GOING CONCERN

Company had a net loss of $ 39,103,367 for the six months ended June 30, 2025 and an accumulated deficit of $ 48,860,527 as of June 30,

Furthermore, the Company had net cash used in operating activities of $ 3,426,447 for the six months ended June 30, 2025.

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

statements are issued.

Company’s ability to continue as a going concern in the next twelve months following the date the condensed consolidated

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.

On April 9, 2025, the Company entered into the Hudson

Equity Purchase Agreement (“EPA”).

Under the agreement, the Company may, at its discretion and subject to certain conditions, issue and sell shares of its common stock

to Hudson over a 24-month commitment period, providing a potential source of additional capital to support the Company’s ongoing

operations and growth initiatives.

As of June 30, 2025, the Company had sold 1,155,030 shares of common stock under the Hudson EPA, resulting

in net proceeds of $ 1,149,417 .

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

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

available from other sources when needed.

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

required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results.

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

uncertainties.

As a result of the above, in connection with our assessment of going concern

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

a Going Concern,” management has determined that our liquidity condition raises substantial doubt about our ability to continue

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

These unaudited interim condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded

assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern

ACCOUNTS RECEIVABLE, NET

receivable, net consist of the following:

RECEIVABLE, NET

– Third Party

Accounts Receivable

Allowance for doubtful accounts

SCHEDULE OF ACCOUNTS RECEIVABLE, NET

Total Accounts Receivable

Allowance for credit losses

( 1,111,824 )

accounts receivable, net

Total accounts receivable, net

INVENTORIES, NET

consists of the following:

inventory, at cost

reserve for expired goods

SCHEDULE OF INVENTORY

First Defense Nasal Screen Corp (“FDNS”)

Finished goods

Total inventory, at cost

reserve for obsolescence

Inventories, net

PROPERTY, PLANT AND EQUIPMENT, NET

plant and equipment consist of the following:

OF PROPERTY, PLANT AND EQUIPMENT, NET

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET

Leasehold improvements

Furniture and fixtures

Property, plant and equipment, gross

2 unchanged sentences

( 1,119,656 )

plant and equipment, net

expense for the three months ended March 31, 2025 and 2024 amounted to $ 39,807 and $ 0 , respectively.

Property, plant and equipment, net

expense for the three and six months ended June 30, 2025 and 2024 amounted to $ 39,731 , $ 0 , $ 79,538

respectively.

INTANGIBLE ASSETS

1 unchanged sentence

SCHEDULE OF INTANGIBLE ASSETS

development costs - Delivmeds

relationships - Woodsage acquisition

relationships - Wellgistics acquisition

- Wellgistics acqusition

Software development costs - Delivmeds

Customer relationships - Wood Sage acquisition

Customer relationships - Wellgistics acquisition

Trademark - Wellgistics acquisition

Intangible assets, gross

Accumulated amortization

( 2,573,177 )

( 1,047,048 )

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

The Company recorded amortization of $ 12,308 for the three months ended March 31, 2025 pertaining to these intangible assets.

Intangible assets, net

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

in June 2024.

The Company recorded amortization of $ 12,308 and $ 24,616 for the three and six months ended June 30, 2025, respectively, pertaining to

these intangible assets.

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.

The Company recorded amortization of $ 469,003 pertaining to customer relationships

and $ 281,754 pertaining to the trademark for the three months ended March 31, 2025.

value pursuant to the Wellgistics, LLC Acquisition in August 2024.

The Company recorded amortization of $ 496,003 and $ 938,006

pertaining to customer relationships, and $ 281,754 and $ 563,508 pertaining to the trademark for the three and six months ended June 30,

2025, respectively.

following table represents the future amortization of intangibles assets:

OF FUTURE AMORTIZATION OF INTANGIBLES ASSETS

Ended December 31,

SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLES ASSETS

Year Ended December 31,

2025 (remaining six months)

Intangible assets

ACCRUED EXPENSES AND OTHER LIABILITIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses and other liabilities consist of the following:

EXPENSES AND OTHER LIABILITIES

personnel costs

professional fees

card obligation

Accrued expenses and other liabilities

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued personnel costs

Accrued professional fees

Accrued expenses

Credit card obligation

Unearned revenue

Accrued interest

Accrued expenses and

other liabilities

debt consists of the following:

OF OUTSTANDING

payable - owners of Wellgistics

payable - third party, net of debt discount of $ 11,304 and $ 0

line of credit

promissory note

portion of debt obligations

party investor

payable - Scienture Holdings

payable - owners of Wellgistics

(formerly Danam)

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

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.

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 three months ended March 31, 2025, Company made total cash repayments of $ 700,680 , including

principal repayments of $ 401,511 and interest expense of $ 299,169 .

As of March 31, 2025, $ 1,003,909 in principal remained outstanding,

which was included as a current liability on the consolidated balance sheet.

SCHEDULE OF OUTSTANDING DEBT

Merchant cash advance, net of debt discount

Note payable - sellers of Wellgistics

Note payable, net of debt discount

Note payable – Integral Health

Revolving line of credit

Seller promissory note

Current portion of debt obligations

Merchant cash advance

Third party investor

Note payable - Integral Health

Note payable - sellers of Wellgistics

Long-term debt

As of June 30, 2025 and December 31, 2024, unamortized debt discount was

$ 880,601 and $ 519,430 , respectively.

(“Integral Health”)

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

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

to satisfy the purchase price under the agreements by which Wood Sage acquired

Wellgistics Pharmacy and DelivMeds.

No later than 30 days after a change in control to Wood Sage, the aggregate unpaid principal balance

of the Note became due and payable by Wood Sage, which occurred upon the consummation of the Company’s acquisition

of Wood Sage.

As of the date of issuance of these condensed consolidated financial statements, the note is still outstanding and the parties

mutually agreed for an extension.

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

Pursuant to the agreement, the

Company will receive total funding of $ 1,900,000 , secured by its future sales transactions, with repayments scheduled to be made on a

weekly basis in the amount of $ 56,800 .

The funding was made against future receivables totaling $ 2,840,000 .

The Company received net

proceeds of $ 781,750 on March 27, 2025.

As of March 31, 2025, the outstanding balance of $ 781,750 is classified as a current liability

on the consolidated balance sheet.

payable – owners of Wellgistics, LLC

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

Pursuant to the amended

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

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

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

becomes effective.

March 6, 2025, the Company and Wellgistics, LLC further amended the Wellgistics MIPA to extend the due date of the $ 10 million closing

cash payment such that the closing cash payment is due on June 14, 2025

the three months ended March 31, 2025, the Company recorded interest expense of $ 318,750 pertaining to the note.

As of March 31, 2025

and December 31, 2024, accrued interest on the note totaled $ 743,750 and $ 425,000 respectively.

As of March 31, 2025, $ 10,000,000 was

included as a current liability on the consolidated balance sheet and the remaining $ 5,000,000 was classified as long-term.

Company received gross funding of $ 1,900,000

in exchange for the sale of future receivables totaling $ 2,840,000 .

Of the $ 1,900,000

in funding, $ 1,118,250

was directly applied by the lender to settle existing obligations under

a prior agreement with the same lender, effectively refinancing the earlier balance.

The remaining $ 781,750

was disbursed to the Company for working capital and operational needs.

The MCA Agreement resets the Purchased Amount (as defined), repayment terms,

and structure under a new contract.

The Company is obligated to remit weekly payments of $ 56,800

until the full Purchased Amount of $ 2,840,000

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

The Company recorded a liability equal to the full Purchased Amount of $ 2,840,000 , with a corresponding debt discount of $ 940,000 representing the difference between the repayment

obligation and the net proceeds received.

The debt discount will be amortized to interest expense over the term of the arrangement.

of June 30, 2025, the carrying amount of the loan, net of the remaining unamortized discount of $ 552,943 , was $ 1,548,657 .

May 14, 2025, the Company entered into a Business Loan and Security Agreement with Agile Capital Funding, LLC for a principal amount of $ 756,000 .

The Company received

$ 500,000 in cash proceeds and recorded a debt discount of $ 256,000 .

The loan does not bear a stated interest rate;

instead, the debt

discount represents the implied borrowing cost.

The loan matures in December 2025, and is repayable in weekly installments of $ 27,000 .

The loan is secured by certain assets of the Company not otherwise secured in its other

financing arrangements and was used for general working capital purposes.

The Company is amortizing the debt discount using the effective

interest method over the 28 week term.

Amortization of debt discount recorded to interest expense

was $ 45,542 for the three and six months ended June 30, 2025.

As of June 30, 2025,

the carrying amount of the loan, net of the remaining unamortized discount of $ 210,458 , was $ 464,542 .

June 25, 2025, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Agile Capital Funding, LLC

for a total purchased amount of $ 367,200 .

The Company received $ 255,000

in cash proceeds and recorded a debt discount of $ 112,200 .

The agreement assigns 15% of proceeds of future sales to the buyer, with weekly repayment installments of $ 13,114

over 28 weeks based on estimated average monthly sales projections.

Proceeds were used for general working capital purposes.

Company is amortizing the debt discount using the effective interest method over the 28 week term.

As of June 30, 2025, the carrying

amount of the arrangement, net of the remaining unamortized discount of $ 112,200 ,

was $ 238,824 .

Note payable – owners of Wellgistics, LLC

On August 23, 2024, the Company and the sellers of 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 installments

commencing on the first anniversary of the date that IPO registration statement becomes effective.

For 2025, the interest rate was 7.5 %.

the three and six months ended June 30, 2025, the Company recorded interest expense of $ 318,750

and $ 637,500 ,

respectively, pertaining to the note.

As of June 30, 2025 and December 31, 2024, accrued interest on the note totaled $ 1,062,500

and $ 425,000

respectively, and is included in accrued expenses and other

current liabilities on the accompanying condensed consolidated balance sheets.

As of June 30, 2025, $ 5,000,000 was included as a current

liability on the consolidated balance sheet and the remaining $ 10,000,000

was classified as non-current.

Payable – Third Party

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

The promissory note

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

In the event of default,

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

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

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

For the three months ended March 31, 2025, the Company recorded interest expense

of $ 11,304 and amortization of debt discount $ 22,107 related to this promissory note.

As of March 31, 2025, the outstanding principal

of $ 448,411 is classified under current liabilities.

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

The promissory note

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

In the event of default,

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

For the three months ended March 31, 2025, the Company recorded interest expense

of $ 1,562 related to this promissory note.

As of March 31, 2025, the outstanding principal of $ 100,000 is classified under current liabilities.

line of credit – Wellgistics

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

The new line of credit

has interest annual rate equal to the Term 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 $ 332,439 for the

three months ended March 31, 2025.

The outstanding balance on the line of credit as of March 31, 2025 and December 31, 2024 was $ 5,220,699

and $ 5,531,260 respectively, 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.

On January 2, 2025, the Company entered into an unsecured promissory note

agreement for a principal amount of $ 448,411 .

The promissory note bears interest at a rate of 10 %

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

In the event of default, interest accrues at a default

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

with the remaining $ 33,411

recognized as a debt discount.

For the three months ended June 30, 2025, the Company recorded

interest expense of $ 11,210

and amortization of debt discount of $ 11,304

related to this note.

For the six months ended June 30, 2025, the Company

recorded total interest expense of $ 22,021

and amortization of debt discount of $ 33,411 .

As of June 30, 2025,

accrued interest payable on this note was $ 22,021 , and the outstanding principal of $ 448,411 is classified under current

As of the issuance date of these condensed consolidated financial statements, the parties are

currently working on an extension.

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

The promissory note bears interest at a rate of 10 %

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

In the event of default, interest accrues at a

default rate of 12 %

For the three months ended June 30, 2025, the Company recorded interest expense of $ 2,500 related

to this note.

For the six months ended June 30, 2025, the Company recorded total interest expense of $ 4,062 .

As of June 30, 2025, accrued interest payable on this note was $ 4,062 , and the outstanding principal of $ 100,000 is

classified under current liabilities.

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

The promissory note bears interest at a rate of 10 %

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

In the event of default, interest accrues at a

default rate of 12 %

For the six months ended June 30, 2025, the Company recorded interest expense of $ 4,062

related to this promissory note.

As of June 30, 2025, the outstanding principal of $ 100,000

is classified under current liabilities.

As of the issuance date of these condensed consolidated financial statements, the parties

are currently working on an extension.

Payable – Related Party

On April 7, 2025, the Company issued an unsecured promissory note (the

“April 2025 Note”) to Sansur Associates, LLC, a related party entity beneficially owned by Surendra Ajjarapu, the Chairman

of the Company’s Board of Directors, in the principal amount of $ 500,000 .

The April 2025 Note bears interest at a rate of 10 % per

annum and matures on October 7, 2025 .

The Company may prepay any portion of the outstanding principal and accrued interest at any time

without penalty.

In the event of a default, the note provides for acceleration of the outstanding balance and an increase in the interest

rate to 12 % per annum.

As of June 30, 2025, the principal amount had not been funded and no interest expense had accrued.

The April 2025

Note was subsequently canceled in August 2025.

line of credit

In November 2024, the Company

entered into a new credit agreement for a line of credit of $ 10,000,000 .

new line of credit has interest annual rate equal to the Term Standard Overnight Financing Rate (“SOFR”) plus 11.5%,

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

The line of credit is collateralized by

accounts receivable and inventory balances.

Interest related to the line of credit amounted to $ 332,439

and $ 614,199

for the three and six months ended June 30, 2025, respectively.

The outstanding balance on the line of credit as of June 30, 2025

and December 31, 2024 was $ 3,979,766

and $ 5,531,260 ,

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

Promissory Note - Wellgistics

May 2022, Wellgistics, LLC entered into a promissory note agreement 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,

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 three months ended March 31, 2025.

As of March 31, 2025 and December 31, 2024 the amount outstanding

is $ 68,570 and $ 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.

In May 2022, the Company entered into a promissory note agreement in the

amount of $ 1.2

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 bore interest

at a rate of 2 %

per annum and scheduled to mature on April 1, 2025.

The Company assumed this debt as part of the Wellgistics Acquisition.

of June 30, 2025, the promissory note had been fully repaid, and the outstanding balance was $ 0 , compared to $ 137,141 as of December 31, 2024.

Interest expense related to the promissory note

was immaterial for the six months ended June 30, 2025.

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

OF ANNUAL PRINCIPAL PAYMENTS

SCHEDULE OF ANNUAL PRINCIPAL PAYMENTS

Principal Payment

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Public Offering

February 24, 2025, the Company closed its initial public offering (“IPO”) of 888,889 shares of common stock at a public offering

February 24, 2025, the Company closed its IPO of 888,889 shares of common stock at a public offering

price of $ 4.50 per share.

1 unchanged sentence

underwriting discounts, commissions, and other offering expenses.

The shares were sold pursuant to the Company’s Registration Statement

on Form S-1 (File No.

333-280945), which was declared effective by the U.S.

Securities and Exchange Commission on February 14, 2025.

and Consulting Agreements

February 25, 2025, the Company entered into a consulting agreement with Hudson Global Ventures, LLC (“Hudson”) to provide

business advisory services, growth strategy guidance, and networking support for a 30-day period.

As consideration for these services,

the Company agreed to pay Hudson a cash fee of $ 250,000 and to issue 52,000 shares of restricted common stock.

Company recognized stock-based compensation expense of $ 143,520 in connection with the equity issuance, which was recorded within general

and administrative expenses in the condensed consolidated statements of operations for the three months ended March 31, 2025.

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

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

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

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

a cash fee of $ 250,000 and

to issue 52,000 shares

of restricted common stock.

The Company recognized stock-based compensation expense of $ 0 and $ 143,520

during the three and six months ended June 30, 2025, respectively, in connection

with the equity issuance.

This expense was recorded within general and administrative expenses in the condensed consolidated statements

of operations.

The fair value of the restricted stock was determined based on the market price of the Company’s common stock on

the grant date.

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

(“Draper”), pursuant to which Draper agreed

to provide investor relations and business development services.

As consideration for services under the initial three-month term of

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

The consulting agreement automatically renews

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

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

on the market price of the Company’s common stock on the grant date, the total fair value of the shares issued to Draper was determined

to be $ 400,000 .

Of this amount, $ 65,217 was recognized as stock-based compensation expense for the three months ended March 31, 2025,

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

The remaining $ 334,783 was recorded

as prepaid expenses as of March 31, 2025, representing the unrecognized portion of the total fair value, which will be amortized over

the remaining service period.

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

and issued 9,000,000 restricted common stock under the Company’s Amended and Restated 2023 Equity Incentive Plan.

Restricted common

stock vest in three equal annual installments over a three-year period, contingent upon the achievement of specified gross revenue and

gross profit targets established by the Company’s Compensation Committee.

As of March 31, 2025, 9,000,000 restricted common stock

were unvested and are not included in the outstanding shares common stock.

These unvested shares will be reflected as outstanding as

they vest in accordance with the applicable vesting schedules.

The stock-based compensation expense has been recognized in connection

with the 9,000,000 performance-based restricted common stock granted to the Company’s Chief Executive Officer, as the Company has

not yet determined that the performance conditions are probable of being achieved.

The Company will begin recognizing expense once achievement

of the performance targets becomes probable, in accordance with ASC 718.

March 14, 2025, the Company granted and issued a total of 10,612,108 shares of restricted stock under the Company’s Amended and

Restated 2023 Equity Incentive Plan to directors, employees, and consultants.

Of the total shares issued, 9,363,617 shares were vested

immediately and the remaining 1,248,491 were vest as per vesting metrics.

As of March 31, 2025, 9,363,617 vested restricted shares are

included in the total outstanding common stock reported in the consolidated statement of stockholders’ equity.

The remaining 1,248,491

shares of restricted common stock were unvested as of that date and are not included in the outstanding shares common stock.

These unvested

shares will be reflected as outstanding as they vest in accordance with the applicable vesting schedules.

the three months ended March 31, 2025, the Company recognized $ 27,229,902 in stock-based compensation expense in accordance with ASC

718 based on the grant-date fair value of the stock in respect to 9,363,617 vested shares.

All stock-based compensation pertaining to

the restricted common stock were included in general and administrative expenses in the consolidated statements of operations.

March 31, 2025, total unrecognized compensation expense related to 1,248,491 non-vested restricted stock awards was $ 3,545,212 , which

is expected to be recognized over a weighted-average period of 2.67 years.

STOCK-BASED COMPENSATION

(“ Draper ”), pursuant to which Draper

agreed to provide investor relations and business development services.

As consideration for services under the initial three-month term

of the agreement, the Company issued 100,000

shares of restricted common stock to Draper.

The consulting

agreement automatically renews on a month-to-month basis unless terminated by either party with at least seven days’ notice prior

to the end of the current term.

The Company will be obligated to issue an additional 100,000

restricted shares of common stock for each renewal period.

The Company subsequently terminated this consulting agreement on June 16, 2025.

Based on the market price of the Company’s

common stock on the grant date, the total fair value of the shares issued to Draper was determined to be $ 400,000 .

For the three and

six months ended June 30, 2025, the Company recognized stock-based compensation expense of $ 65,217 and $ 400,000 ,

respectively, in connection with this agreement.

This expense was recorded within sales and marketing expenses in the condensed consolidated

statements of operations.

Directors and Former Employees

As previously disclosed on the Company’s Current

Report on Form 8-K filed with the SEC on April 11, 2025, the Company’s board of directors appointed Michael L.

Peterson to fill

the vacancy created as a result of the resignation of Sajid Sayed.

In consideration for his board services and to further align his interests

with those of the Company and its stockholders, the Company’s board of directors determined, after his appointment, to issue 200,000

restricted shares of the Company’s common stock that vest in equal amounts over a three-year period beginning on the first anniversary

date of the grant.

Vesting of Mr.

Peterson’s shares of common stock accelerates if or when he leaves the Company.

In June 2025, the Company also granted former chief

executive officer Timothy Canning 750,000 restricted shares of the Company’s common stock in fulfillment of the sign-on bonus to

which he had been entitled pursuant to the terms of his employment agreement with the Company.

The shares vest on the six-month anniversary

of the grant date.

As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2025, Mr.

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

Purchase Agreement

April 9, 2025, the Company entered into the Hudson EPA pursuant to which Hudson committed

to purchase, upon the Company’s request, up to $ 50 million of the Company’s common stock over a 24-month period, subject

to certain conditions.

Under the terms of the agreement, the Company may, from time to time and at its sole discretion, issue “put

notices” requiring Hudson to purchase shares at a price based on a formula tied to the market price of the Company’s common

stock, as defined in the Hudson EPA.

of June 30, 2025, the Company had issued a total of 1,155,030 shares of common stock pursuant to put notices under the agreement, resulting

in net proceeds of $ 1,149,417 .

As of June 30, 2025, the Company had a subscription receivable of $ 581,595 pertaining to shares issued

under the Hudson EPA for which proceeds were received in July 2025.

connection with entering into the Hudson EPA, the Company also issued 152,000

commitment shares to Hudson, which were valued

at a fair value of $ 594,320

based on the closing price of the Company’s common stock

on the agreement date.

The amount was recorded as stock-based compensation and was included within general and administrative expenses

in the condensed consolidated statements of operations.

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

Pursuant to the amendment, the portion

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

and in lieu of such payment, Strategix was issued 333,333

shares of the Company’s common stock.

These shares will

be subject to a 12-month lock-up period consistent with the terms applicable to management and large shareholders at the time of the

Company’s IPO.

Equity Incentive Plan

Company adopted the 2023 Equity Incentive Plan (the “Plan”), which provides the issuance of up to 43,506,064 shares of the

Company’s common stock (the “Initial Limit”).

Beginning on January 1, 2025, and on each January 1 thereafter, the number

of shares reserved for issuance under the Plan will automatically increase by an amount equal to three percent (3%) of the number of

shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser amount as may be determined

by the Plan’s administrator (the “Annual Increase”).

Shares issued under the Plan may be newly issued shares or reacquired

Company adopted the 2023 Equity Incentive Plan (the “Plan”), which provides the issuance of up to 43,506,064 shares

of the Company’s common stock (the “Initial Limit”).

Beginning on January 1, 2025, and on each January 1 thereafter,

the number of shares reserved for issuance under the Plan will automatically increase by an amount equal to three percent (3%) of the

number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser amount as may

be determined by the Plan’s administrator (the “Annual Increase”).

Shares issued under the Plan may be newly issued

shares or reacquired shares.

Plan permits the grant of various types of stock-based awards, including incentive stock options, non-qualified stock options, stock

12 unchanged sentences

(i) $ 1,000,000 in the first calendar year of service and (ii) $ 750,000 in any subsequent calendar year.

The fair value of such awards

is determined based on grant date fair value in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related

The fair value of such

awards is determined based on grant date fair value in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related

to service-based vesting conditions.

to Note 10 on issuances of restricted common stock pursuant to the Amended and Restated 2023 Equity Incentive Plan.

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

Norton was granted

and issued 9,000,000

shares of restricted common stock under the Company’s

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

These shares of restricted common stock vest in three equal

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

by the Company’s Compensation Committee.

As of June 30, 2025, none of the performance targets had been determined to be probable

of achievement.

Accordingly, no stock-based compensation expense was recognized in connection with this grant during the six months ended

June 30, 2025.

The Company will begin recognizing stock-based compensation expense on a prospective basis in the period in which the

performance conditions are deemed probable of achievement.

The shares were valued based on the market price of the Company’s common stock on the grant date.

March 14, 2025, the Company granted a total of 10,764,108 shares

of restricted stock under the Plan to directors, employees, and consultants.

The shares granted had varying vesting terms, ranging

from immediate vesting to vesting over a five-year period.

As of June 30, 2025, 9,560,057

of these shares had vested and are included in the total outstanding common stock reported in the consolidated statement of

stockholders’ equity.

of June 30, 2025, a total of 134,000 shares

were forfeited and cancelled and the remaining 10,070,051 shares were

unvested as of June 30, 2025.

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

SCHEDULE OF RESTRICTED COMMON STOCKS

Unvested shares as of December 31, 2024

( 9,560,057 )

Forfeited and cancelled

Unvested shares as of June 30, 2025

the three and six months ended June 30, 2025, the Company recognized $ 935,222

and $ 28,708,643 ,

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

on the grant-date fair value of the restricted stock.

For the three and six months ended June 30, 2025, stock-based compensation

expense included in sales and marketing expense was $ 65,217 and $ 400,000 , respectively.

For the three and six months ended June 30,

2025, stock-based compensation expense included in general and administrative expense was $ 870,005 and $ 28,308,643 , respectively.

As of June 30, 2025, total unrecognized compensation expense related to the 10,070,051

non-vested restricted stock awards was $ 2,811,224 ,

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

Total unrecognized compensation related to unvested performance-based shares was $ 26,100,000 as of June 30, 2025.

LEASE OBLIGATIONS

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

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

following is the summary of operating lease assets and liabilities:

OF OPERATING LEASE ASSETS AND LIABILITIES

lease liabilities

Average Remaining Lease Term

Average Discount Rate

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES

Operating Leases

Right-of-use assets

Lease liabilities, current portion

Long-term lease liabilities

Total lease liabilities

Weighted Average Remaining Lease Term

Weighted Average Discount Rate

following is the summary of future minimum payments:

SCHEDULE OF SUMMARY OF FUTURE MINIMUM PAYMENTS

2025 (remaining 6 months)

Total lease payments

Imputed interest

RELATED PARTY TRANSACTIONS

Company had transactions with Scienture Holdings, Inc.

(f/k/a/ TrXade Health, Inc / TRG / TrXade Health / Scienture), which included

Integra Pharma Solutions, LLC (“IPS”), in which certain of the board members of the Company are currently the management

and members of Scienture’s board.

The common management between the entities classifies Scienture as a related

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.

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

as a related party.

Company also had transactions with Green Apotoker, LLC.

which qualifies as a related party on account of a former officer of the

Company having a significant influence.

following is a summary of due from and to related parties, as well as accounts receivable and accounts payable, as of March 31, 2025:

OF SUMMARY OF DUE FROM AND TO RELATED PARTIES

from Scienture Holdings

from related parties

to Scienture Holdings

to related parties

receivable from affiliates of Company

payable from affiliates of Company

Company had the following transactions with related parties during the three months ended March 31, 2025 and 2024:

OF RELATED PARTY TRANSACTION

to Integra Pharma Solutions, LLC

expenses paid to Cingo Solutions (common management)

services fees paid to Nomad Capital

INVESTMENT IN UNCONSOLIDATED AFFILIATES

LLC has investments in affiliates that are not consolidated.

As of March 31, 2025, and December 31, 2024, the Company had an investment

in Gift Health totaling $ 17,671 .

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

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

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

Tollo Health, LLC acquired IPS from Scienture in April 2025.

Tollo Health, LLC was owned in part by Integral Health, Inc., in which certain board members of the Company also had a beneficial ownership

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

The common management between the entities at the time the

transactions occurred classifies Scienture, IPS, and Integral as related parties.

Wellgistics, LLC was previously partly owned by

a private equity company, Nomad Capital LLC, which has ownership interest in a few portfolio companies and Wellgistics, LLC had

transactions with some of the affiliated companies of Nomad Capital.

Operating expenses with affiliated companies, which include

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

Cingo Solutions provides IT,

cyber security and compliance services;

and RxERP provides serialized ERP for pharma as a software-as-a-service

(“ SaaS ”) to the Company.

Wellgistics, LLC is charged a managerial service and software fee by Cingo and

RxERP, respectively, which is recorded within general and administrative expenses.

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

qualifies as a related party.

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

December 31, 2024:

SCHEDULE OF SUMMARY OF DUE FROM AND TO RELATED PARTIES

Due from Integral Health/IPS *

Due from Tollo**

Due from Scienture Holdings

Due from related parties

Due to Integral Health/IPS *

Due to Scienture Holdings

Due to related parties

Health acquired IPS in June 2025 and the parties are currently working on an agreement to settle the net balance owed by the Company

for equity consideration.

This is inclusive of the accounts receivable held by the Company to IPS as noted below.

** Tollo had common ownership with the Company’s significant stockholders

and board members through June 2025.

Accounts receivable – IPS (Integral Health)

Accounts receivable

Accounts payable - Scietech

Accounts payable

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

SCHEDULE OF RELATED PARTY TRANSACTION

Three Months Ended

Six Months Ended

IT expenses paid to Cingo Solutions (common management)

SaaS expenses paid to RxERP (common management)

IT expenses paid

Management services fees paid to Nomad Capital

Management services fees paid

SEGMENT AND GEOGRAPHIC INFORMATION

Company operates as one operating segment.

The Company’s CODM is its chief executive officer, who reviews financial

information presented on a consolidated basis.

The CODM uses consolidated gross margin, operating income and net income to assess

financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating decisions, such as

the determination of the rate at which the Company seeks to grow operating income and the allocation of budget between cost of

revenues, sales and marketing, general and administrative expenses or technology and development.

The following table presents selected financial information

with respect to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024:

SCHEDULE OF SEGMENT AND GEOGRAPHIC INFORMATION

Three Months Ended

Six Months Ended

Cost of net revenues

Gross profit (loss)

Operating expenses:

General and administrative

Sales and marketing

Depreciation and amortization

Total operating expenses

Loss from operations

( 5,500,376 )

( 36,848,744 )

Other (expense), net

( 1,172,088 )

( 2,254,623 )

$ ( 6,672,464 )

$ ( 574,325 )

$ ( 39,103,367 )

$ ( 657,447 )

revenues were within the U.S.

See Note 1, Organization and Summary of Significant Accounting Policies - Revenue Recognition for

additional information about disaggregated revenue.

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

consolidated balance sheets were located as follows:

United States

Property, plant and equipment, net

Operating lease, right-of-use-assets

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

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

On August 21, 2024, Blythe Global Advisors, LLC

filed a demand for arbitration against the Company and Suren Ajjarapu for breach of contract, breach of the implied covenant of good faith

and fair dealing, and breach of personal guaranty.

Blythe claims to have performed accounting services for the Company in the amount of

$ 377,947.36 for which it has not been paid and that Ajjarapu personally guaranteed payment of Blythe’s invoices.

The Company has

answered the arbitration demand and is vigorously defending the matter.

Relatedly, in early 2025, Wellgistics, LLC, Wood Sage, LLC, Alliance

Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company, sued Blythe Global Advisors, LLC in the

Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, asserting state statutory claims of improper

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

The Company claims that

Blythe improperly filed a UCC-1 against the assets of these subsidiaries, when it only had a right file such a lien against the Company

and that the filing impeded Wellgistics, LLC’s ability to secure a necessary credit line, causing substantial damages.

a motion to dismiss that remains pending.

The Company is vigorously prosecuting its claims.

SUBSEQUENT EVENTS

April 7, 2025, the Company issued a $ 500,000 unsecured promissory note to a related party controlled by the Chairman of the Board.

note bears interest at 10 % per annum and matures on October 7, 2025 .

The Company may prepay the note at any time without penalty.

April 8, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Wellgistics

Health, Inc., Wellpeek Merger Sub 1, Inc.

(“Merger Sub 1”), Wellpeek Merger Sub 2, LLC (“Merger Sub 2” and together

with Merger Sub 1, the “Merger Subs”), Peek Healthcare Technologies, Inc.

(“Peek”), and the Stockholder Representative

(as defined in the Merger Agreement).

Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), Merger

Sub 1 will merge with and into Peek (the “First Merger”), with Peek continuing as the surviving entity and a wholly owned

subsidiary of the Company.

Immediately thereafter, Peek will merge with and into Merger Sub 2 (the “Second Merger” and, together

with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving entity.

The Mergers, taken together,

are intended to constitute an integrated plan and be treated as a “reorganization” for U.S.

federal income tax purposes.

The board of directors and officers of Merger Sub 2 existing as of the Effective Time will serve as the board of directors and officers

of Merger Sub 2, as the ultimate surviving entity.

is a pioneering digital prescription platform that seeks to transform how patients shop for medications by providing real-time pricing

transparency to assist consumers with making more informed medication purchase decisions.

Peek’s mission is to empower individuals

with price transparency, innovative comparison tools, and seamless access to affordable prescriptions nationwide.

Lumina Marketing, LLC,

a Florida limited liability company (“Lumina Marketing”), and Lumina Therapeutics, LLC, a Delaware limited liability company

(“Lumina Therapeutics” and, together with Lumina Marketing, the “Lumina Entities”) are affiliates of Peek and

provide a range of consulting services to brand-name and specialty-lite drug manufacturers in the areas of market access, branding, and

commercialization.

a condition to and prior to the closing of the Mergers, Peek will acquire all of the assets of each of the Lumina Entities in exchange

for newly issued shares of Class A Common Stock of Peek (the “Lumina Contribution Shares”).

Following closing of the transactions

contemplated by the Merger Agreement, the legacy Peek and Lumina Entity businesses will operate under a single, wholly-owned subsidiary

of the Company.

the effective time of the First Merger (the “First Effective Time”), the Lumina Contribution Shares that are issued and outstanding

immediately prior to the First Effective Time will be converted into the right to receive Closing Merger Consideration as follows:

cash payment by the Company equal to $ 2,000,000 , minus (i) the amount of Closing Indebtedness

(as defined in the Merger Agreement), minus (ii) the amount of any unpaid Transaction

Expenses (as defined in the Merger Agreement), plus (iii) the amount by which the

Estimated Working Capital (as defined in the Merger Agreement) exceeds $ 150,000 , or

minus (iv) the amount by which the $ 150,000 exceeds the Estimated Working Capital;

unsecured promissory note made by the Company (the “Note”) in the principal amount

of $ 6,000,000 bearing interest at the rate of 4.5 %, compounding annually, and maturing on

the third anniversary of the date such note is made.

at the First Effective Time, all shares of Class A Common Stock of Peek (other than the Lumina Contribution Shares) and all shares of

Class B Common Stock of Peek (collectively, the “Specified Shares”) that are issued and outstanding immediately prior to

the First Effective Time will be converted into the right to receive 1,777,778 shares of Company common stock (the “Stock Consideration”)

in Closing Merger Consideration as follows:

shares of Company common stock (the “Guaranteed Stock Consideration”);

shares of Company common stock (the “Earn-Out Shares”), which shall be subject

to forfeiture based on the Surviving Company’s ability to achieve the target aggregate

revenue amount of $ 8,800,000 during the period commencing on the Closing Date and ending

on December 31, 2027.

order to preserve the intended U.S.

federal income tax treatment of the Mergers, it is possible that all or a portion of the final payment

under the Note may be made in the form of additional shares of Company common stock, depending on whether and the extent to which any

Earn-Out Shares issued at the First Effective Time are forfeited pursuant to the terms of the Merger Agreement.

acquisition has not yet closed as of the issuance date of these financial statements.

Purchase Agreement and Registration Rights Agreement

April 9, 2025, the Company entered into an equity purchase agreement (the “ELOC Purchase Agreement”) with Hudson Global Ventures,

LLC (the “Investor”), pursuant to which the Company has the right, but not the obligation, to direct the Investor to purchase

up to $ 50,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and

conditions contained in the ELOC Purchase Agreement.

Sales of the ELOC Shares, if any, are subject to certain limitations, and may occur

from time to time at the Company’s sole discretion over the approximately 24-month period commencing on the date of execution of

the ELOC Purchase Agreement, unless the ELOC Purchase Agreement is earlier terminated pursuant to its terms.

Investor has no right to require any sales by the Company, but is obligated to make purchases at the Company’s direction subject

to certain conditions.

Each purchase must involve an aggregate amount of shares of the Company’s common stock of at least $25,000

but not exceeding the lesser of (i) $3,000,000 or (ii) 200% of the average daily trading volume of the common stock during the three

trading days immediately before the date the Company directs the Investor to purchase the shares of common stock (the “Put Notice

purchase price to be paid by the Investor for the ELOC Shares will be the lesser of (i) ninety percent ( 90 %) of the closing price of

the Company’s common stock on the day immediately preceding the Put Notice Date and (ii) ninety percent ( 90 %) of the average closing

price of the Company’s common stock during the three trading days immediately after the Put Notice Date.

There is no upper limit

on the price per share that the Investor could be obligated to pay for the ELOC Shares.

sales of ELOC Shares to the Investor from time to time will depend on a variety of factors, including, without limitation, market conditions,

the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for

the Company and its operations.

The net proceeds that the Company may receive under the ELOC Purchase Agreement, if any, cannot be determined

at this time, since the amount will depend on the frequency and prices at which the Company sells ELOC Shares to the Investor, the Company’s

ability to meet the conditions of the ELOC Purchase Agreement, the other limitations, terms and conditions of the ELOC Purchase Agreement,

and any impacts of the Beneficial Ownership Limitation (described below).

consideration for the Investor’s execution and delivery of the ELOC Purchase Agreement, the Company issued to the Investor 152,000

shares of common stock as a commitment fee and paid $ 15,000.00 to the Investor’s legal counsel for the Investor’s expenses

relating to the preparation of the ELOC Purchase Agreement.

earlier terminated as provided in the ELOC Purchase Agreement, the ELOC Purchase Agreement will terminate automatically on the earliest

(i) twenty-four (24) months after the execution of the ELOC Purchase Agreement, (ii) the date on which the Investor shall

have purchased the maximum amount of ELOC Shares issuable under the ELOC Purchase Agreement, or (iii) the effective date of any written

notice of termination delivered pursuant to the terms of the ELOC Purchase Agreement.

On May 5, 2025, the Company filed a Registration Statement

on Form S-1 with the Commission (File No.

333-286981), which registers the 152,000 commitment fee shares and up to 3,426,254 shares issuable

to the Investor on the direction of the Company.

On May 7, 2025, the Commission declared the registration statement effective and the

Company filed a final prospectus describing the terms of the offering.

in board of directors

April 9, 2025, Sajid Sayed resigned from the Company’s Board of Directors.

His resignation did not result from any disagreement

with the Company.

On April 10, 2025, the Board appointed Michael L.

Peterson as an independent director to fill the resulting vacancy.

Peterson was also appointed Chairman of the Audit Committee and a member of the Compensation and Nominating & Corporate Governance

amendment to MIPA dated May 11, 2023

April 14, 2025, the Company and the other parties to the Wellgistics MIPA further amended the Wellgistics MIPA to convert a cash payment

of $ 1,500,000 owed by the Company to Strategix Global, LLC, an entity controlled by Mr.

Norton, the Company’s Chief Executive Officer,

into 333,333 shares of the Company’s common stock at the $ 4.50 initial public offering price (the “Converted Shares”).

The Company shall issue the Converted Shares no later than June 14, 2025, the same date that the $ 1,500,000 cash payment was due.

Converted Shares will be subject to a 12-month lock-up agreement whereby Strategix Global, LLC will agree not to transfer or dispose

of such Converted Shares, except in certain limited instances.

of Chief Financial Officer

April 22, 2025, the Company appointed Mark DiSiena as Chief Financial Officer, effective as of that date.

DiSiena brings

extensive leadership and financial management experience, having served in senior finance roles across multiple public and private

companies, as well as providing interim CFO and advisory services through his consulting firm.

DiSiena succeeds Vishnu Balu, who

resigned as Chief Financial Officer effective April 22, 2025.

Balu’s resignation was not due to any disagreement with the

Company on any matter relating to its operations, policies, or practices.

In connection with his appointment, the Company entered

into an employment agreement with Mr.

DiSiena providing for an initial annual salary of $ 200,000 ,

which increases to $ 275,000

upon the Company completing a financing round of at least $ 10

DiSiena is also eligible for a discretionary bonus and other standard employee benefits.

Additionally, the Company has

agreed to issue 150,000

restricted shares of common stock to Mr.

DiSiena, which will vest in equal annual installments beginning December 31, 2025, subject

to continued employment.

Amendment to MIPA dated July 24, 2025

July 24, 2025, the Company and the other parties to the Wellgistics MIPA further amended the Wellgistics MIPA to convert a cash

payment of $ 8,139,259 owed

by the Company to the former owners of Wellgistics, LLC, into approximately 7,606,785 shares

of the Company’s common stock at the prevailing 3-day average weighted market price of $ 1.07 per

share (the “Converted Shares”).

The Company issued the Converted Shares effective July 24, 2025.

Amendment also increased the principal amount of the promissory notes issuable to the Wellgistics sellers from $ 15 million to $ 17.5

million, payable over three years with final maturity in July 2028.

of July 25, 2025, the Company had exercised its put right to the aggregate 3,426,254

shares issuable to the investor currently registered for resale on its active Form S-1 Registration Statement

(SEC File No.

On August 13, 2025, the Company delivered written notice to the Investor of its election to terminate the Hudson

Payable issued by Tollo Health, LLC, Tollo Health Inc.

and Gerald Commissiong

Health, LLC, Tollo Health Inc.

and Gerald Commissiong (“ Borrowers ”), issued a Revolving Credit Note to

Testing123, LLC dated March 12, 2025, in the original principal amount of up to $ 750,000 (the

“Note”), pursuant to a Revolving Line of Credit Agreement.

The obligations of the Borrowers under the Note were

secured pursuant to the terms of the Pledge and Security Agreement of even date therewith and guaranteed by the Company pursuant to

that certain Corporate Guaranty of even date therewith (the “ Guaranty ” and collectively with the Note, the

Agreement, the Security Agreement, and the other documents executed in connection therewith, the “ Transaction

Documents ”).

to the Transaction Documents, the initial advance under the Agreement in the amount of $ 444,600

was made on March 12, 2025.

The term of the loan for this draw

is two (2) months from the funding date, with a contractual maturity date of May 12, 2025.

Interest accrues at the rate of five percent

per month, compounding monthly, and in the event of default, the applicable interest rate increases to ten percent ( 10 %)

per month, also compounding monthly.

Failure to pay any amount due on or before its maturity constitutes an event of default.

The Borrowers defaulted on payment thereby migrating the liability to the Company as guarantor.

July 25, 2025, the Company paid the total amount owing under the obligation as Guarantors for the Borrowers in the amount of $ 640,647

in principal and interest directly to Testing123, LLC.

One Big Beautiful Bill Act

On July 4, 2025, President Donald J.

into law H.R.

1, the “One Big Beautiful Bill Act” (“The Act”).

The Act includes many significant provisions, such

as permanent extension of certain provisions of the Tax Cuts and Jobs Act, modifications to international tax provisions, and restoration

of expensing for domestic research and development, among others.

Certain provisions which impact the Company are effective starting in

2025, while others are not effective until 2026.

The Company is currently evaluating the impact that The Act will have on its consolidated

financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements