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Sales of Equity Securities
−Removed: forth below is information regarding securities that we issued during the three months ending March 31, 2025, that were not registered
−Removed: under the Securities Act.
−Removed: Also included is the consideration received by us for
−Removed: such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration
−Removed: March 21, 2025, and March 27, 2025, we issued 19,764,108 shares of restricted stock under the Wellgistics Health, Inc.
−Removed: Amended and Restated
−Removed: 2023 Equity Incentive Plan (the “Plan”) to the following individuals:
−Removed: shares to the Company’s independent directors, with 198,000 shares vesting immediately and the remainder vesting in equal amounts
−Removed: on March 4, 2026, and March 4, 2027;
−Removed: shares to the Company’s non-independent directors, with each share vesting immediately;
−Removed: shares to certain employees, with 15,000 shares vesting immediately, 116,942 vesting on October 1, 2025, 126,942 vesting on October
−Removed: 1, 2026, 126,942 vesting on October 1, 2027, 58,666 vesting on October 1, 2028, and 58,666 vesting on October 1, 2029;
−Removed: shares to the Company’s chief executive officer, which vest only upon the achievement of certain financial metrics for the
−Removed: fiscal years ending December 31, 2025, 2026, and 2027, with the first vesting opportunity occurring during the first quarter 2026;
−Removed: shares to former employees, with each share vesting immediately;
−Removed: shares to consultants or advisers, with 1,041,123 shares vesting immediately and the remainder vesting in equal amounts over 3 years.
−Removed: On April 11, 2025, we issued 152,000 shares of common
−Removed: stock as a commitment fee to Hudson Global Ventures, LLC pursuant to an equity purchase agreement.
+Added: Set forth below is information regarding
+Added: securities that we issued during the six months ending June 30, 2025, that were not registered under the Securities Act of 1933, as amended,
+Added: (the “Securities Act”) and not previously disclosed in reports filed with the SEC.
+Added: Also included is the consideration received
+Added: by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from
+Added: registration was claimed.
+Added: On June 26, 2025, the Company issued 750,000 shares
+Added: of restricted common stock to former chief executive officer Timothy Canning as consideration for the sign-on bonus deliverable to the
+Added: terms of his employment agreement, which terminated upon his resignation in February 2025.
+Added: These restricted shares vest on December 26,
+Added: As of June 30, 2025, the Company had
+Added: issued a total of 1,155,030 shares of common stock pursuant to put notices under the Hudson EPA, resulting in net proceeds of $1,149,417.
forgoing issuances were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2)
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No underwriters were involved in the above transactions.
−Removed: February 24, 2025, we completed our initial public offering in which we issued and sold 888,889 shares of our common stock at a public
−Removed: offering price of $4.50 per share.
−Removed: We received net proceeds of approximately $3.1 million, after deducting underwriting discounts, commissions,
−Removed: and expenses of approximately $880,000.
−Removed: All shares sold were registered pursuant to a registration statement on Form S-1 (File No.
−Removed: as amended (the “IPO Registration Statement”), declared effective by the SEC on February 14, 2025.
−Removed: Capital Management LLC acted as representatives of the underwriters for the offering.
−Removed: The offering terminated after the sale of all securities
−Removed: registered pursuant to the IPO Registration Statement.
−Removed: No payments for such expenses were made directly or indirectly to (i) any of our
−Removed: officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of
−Removed: our affiliates.
−Removed: used the net proceeds from our initial public offering for cash and general working capital purposes.
−Removed: There has been no material change
−Removed: in the expected use of the net proceeds from our initial public offering as described in the prospectus forming a part of the IPO Registration
Defaults Upon Senior Securities.
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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.