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 2024-10-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from: _____________to ______________

 Commission
File Number: 001-42530

 (Exact
name of registrant as specified in its charter)

 93-3264234

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 3000
 Bayport Drive, Suite 950

 Tampa,
 Florida

 33607

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (844) 203-6092

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.0001 Par Value Per Share

 WGRX

 The
 NASDAQ Stock Market LLC

 (The
 NASDAQ Capital Market)

 Securities
registered pursuant to Section 12(g) of the Act:

 None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of " large accelerated filer, " " accelerated filer "
and " smaller reporting company " and " emerging growth company " in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day
of the registrant's most recently completed second fiscal quarter was approximately $ 87,000.

 As
of March 20, 2025, there were 51,944,397 shares of the Company's common stock issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 Cautionary Statement Regarding Forward-Looking Information

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplemental Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statements and Schedules

 Item
 16.

 Form 10–K Summary

 Signatures

 In
this Annual Report on Form 10-K (this "Annual Report"), all references to "Wellgistics Health, Inc.," "Wellgistics
Health," "we," "us," "our" or the "Company" mean Wellgistics Health, Inc., and
its wholly-owned subsidiaries, except where it is made clear that the term means only Wellgistics Health, Inc. The Company's common
stock, par value $0.0001 per share, is referred to as "common stock."

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This
Annual Report contains statements that constitute forward-looking statements that are subject to the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Some of the statements in this Annual Report constitute forward-looking statements because
they relate to future events or the future performance or future financial condition. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions.
These forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases,
you can identify forward-looking statements by the following words: "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "ongoing," "plan,"
"potential," "predict," "project," "seek," "should," "target,"
or the negative of these terms or other similar expressions may identify forward-looking statements, but the absence of these words does
not mean that a statement is not forward-looking. These factors include those set forth below and those disclosed under " Risk
Factors ", below. Forward-looking statements in this Annual Report may include, for example, statements about:

 A
 shift in pharmacy mix toward lower margin plans, margin compression on branded medications, or the increased offering of specialty
 products, direct and indirect remuneration fees, mail order pharmacy steering, and programs;

 Health deriving a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies;

 Health being adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases
 in the cost to procure prescription drugs;

 in economic conditions that adversely affect consumer/client buying practices and market adoption of Wellgistics Health's DelivMeds
 mobile application and the accompanying revenues to premium access/services;

 Health's relationships with its primary wholesaler for pharmacy operations and Wellgistics Health's manufacturer relationships
 of its wholesale and hub technology platform subsidiaries;

 in the healthcare industry and regulatory environments;

 the
 effects of competition on Wellgistics Health's future business;

 Health's ability to execute its business plans and strategy; and

 other
 risks and uncertainties described in the registration statement of which this prospectus forms a part, including, but not limited
 to, those risks described in the section entitled " Risk Factors " beginning on page 14 of this Annual Report.

 Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. There can be no assurance that future developments affecting
us will be those that we have anticipated. Although we believe that the assumptions on which these forward-looking statements are based
are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those
assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements
in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved.

 These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 We
have based the forward-looking statements included in this Annual Report on information available to us on the date of this Annual Report,
and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any
forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise, you are advised
to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC,
including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 PART
I

 ITEM
 1.

 BUSINESS

 Overview

 Incorporated
in 2022, we are a holding company for existing and future planned operating companies centered around pharmaceuticals and healthcare
services. We seek to be a micro health ecosystem, with a portfolio of companies consisting of a pharmacy, wholesale operations, and a
technology division that provides 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. With the successful integration of its
patient-centric approach and innovative healthcare applications, we intend to shift the dynamic of pharmaceutical care to revolve around
the patient for a wide range of therapeutic conditions by offering a full spectrum of integrated solutions as a result of leveraging
the synergies of its business segments to address access, care coordination, dispensing, delivery, and clinical management of pharmaceutical
products ranging from "specialty-lite" to general maintenance conditions.

 We
currently exist as a holding company conducting business through two wholly owned subsidiaries— Wood Sage LLC ("Woodsage")
and Wellgistics, LLC ("Wellgistics LLC")—and two indirect subsidiaries—Alliance Pharma Solutions LLC d/b/a DelivMeds
(n/k/a Wellgistics Tech & Hub, LLC) ("DelivMeds") and Community Specialty Pharmacy, LLC (n/k/a Wellgistics Pharmacy,
LLC) ("Wellgistics Pharmacy").

 In
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"). We completed
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,
2014. 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 operating.

 On
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.

 On
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
MIPA. On December 26, 2023, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to March
29, 2024. 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, the Company and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the purchase
price to be paid by us for acquiring Wellgistics LLC, the closing date of the transaction, and certain other terms and conditions. The
purchase price that we agreed to pay Wellgistics LLC under the revised agreement consists of:

 a
 closing cash payment of $10 million, $1 million of which was payable in immediately available funds to Zions Bank, a creditor of
 Wellgistics LLC, by wire transfer, and the remainder of which was initially due no later than the earlier of 45 calendar days following
 effectiveness of this registration statement and August 30, 2025;

 a
 promissory note in the aggregate principal amount of $15 million plus simple interest accruing annually equal to the "Prime
 Rate" as published by the Wall Street Journal on January 1 of the applicable year, together payable in three equal annual
 installments commencing on the first anniversary of the date that this registration statement becomes effective;

 bonus
 payments in the form of the Company's common stock equaling an aggregate value of $10 million that vest over three years and
 are payable in three equal annual installments;

 bonus
 payments in the form of the Company's common stock in an aggregate amount of up to $5 million that vest only if certain financial
 metrics are met, with unvested shares of common stock subject to repurchase by us for a nominal purchase price if such financial
 metrics are not met; and

 contingent
 bonus payments consisting of 50% cash and 50% the Company's common stock to the extent that our 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.

 On
August 30, 2024, we closed on the acquisition of Wellgistics LLC, thereby making Wellgistics LLC—a company focused on wholesale
operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant
to improve market access to and patient outcomes regarding the medications—a wholly owned subsidiary of the Company (the "Wellgistics
Acquisition").

 On
November 4, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million respective
bonus payments into an immediate share issuance of 3,999,335 shares of restricted the Company's common stock. 2,666,223 shares
of common stock vest in equal annual installments over a period of three years. These shares of common stock are not subject to repurchase
by us. 1,333,112 shares have been fully issued, but vest only upon the achievement of certain financial metrics. In the event the stated
metrics for the applicable year are not achieved, we can repurchase the applicable portion of the 1,333,112 unvested shares for nominal
consideration of $0.0001 per share.

 On
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 upon the earlier of (i) 120 calendar days following effectiveness of the
Registration Statement on Form S-1 that we filed with the SEC on July 22, 2024, as subsequently amended and (ii) or August 30, 2025.

 We
focus on offering "specialty-lite" or niche pharmaceutical products and services through Wood Sage and support these activities
through Wellgistics LLC. We intend to source and distribute these products to our pharmacy subsidiary and our network of independent
pharmacy partners throughout the U.S., positioning us to negotiate greater discounts based on market share. Our management believes that
our digital pharmacy business, hub and clinical services technology platform, and wholesale distribution operations will place us in
a position to provide significant value in this key "specialty-lite" market by providing patients access and convenience,
while providing partners with ready-to-go market solutions with big data.

 Data released from
the Centers for Medicare & Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to $4.5 trillion
dollars and accounted for 17.3% of GDP. A deeper dive of this report reveals that total retail prescription drug specialty drug market
accounts for less than 10% of total drugs in the market but is responsible for greater than 50% of the prescription drug spend per annum.
It is well documented in the literature that the with an expected increase in the health spending share of GDP to 19.7% by 2032. IQVIA'S
2024 report on medicine spending trends found that overall spending in the U.S. market for medicines reached $435 billion in 2023. After
evaluating reasons for increased healthcare expenditure, poor medication adherence continues to be a challenge that causes unnecessary
strain on the healthcare system, including, but not limited to, increased hospital admissions and readmissions rates from medication
non-compliance and adverse events. Many of these factors are preventable by empowering patient autonomy in their healthcare journey,
identifying cost savings opportunities, and providing access to clinical resources and support.

 Our
management believes that we will be in a prime position to address prescription spending in the "specialty lite" therapy
area while improving patient health outcomes by equipping patients with innovative digital health tools. Our pharmacy business, acquired
through the Wood Sage acquisition, has expanded our service coverage area while strengthening its clinical expertise in several key therapeutic
categories, including services such as care coordination and patient financial assistance. We anticipate that potential partner relationships
will enable the pharmacy business to offer a competitive cash formulary as an alternative option when high insurance deductibles make
such formulary economically feasible.

 Since
acquiring Wellgistics LLC's wholesale operations, we intend to expand our wholesale activities by continuing to partner with existing,
and establishing new, manufacturer relationships. These relationships will help provide sales and clinical education support to pharmacies
purchasing pharmaceutical products. Our planned wholesale operations will help us strategically identify opportunities to wholesale products
that are normally not carried by the three largest wholesalers in the U.S. Furthermore, these wholesale activities should help us enter
exclusive or semi-exclusive relationships based on a time period to support revenue maximization. We anticipate that new partnerships
with group purchasing organizations ("GPOs") will be effective, as such partnerships increase the business division's
visibility with many of our member pharmacies.

 As
a result of the Wood Sage Acquisition, we acquired the novel DelivMeds technology platform that will serve as a pharmacy hub and allow
for clinical services to be connected to our pharmacy operations. This platform will allow for an end-to-end mobile application solution
whereby patients can digitize their prescription journey. The solution helps to preserve patient autonomy, improve prescription price
transparency, and provide additional concierge services in an effort to boost medication adherence and improve patient outcomes. The
DelivMeds pharmacy hub will aggregate the data collected from administering the software to provide aggregated reports that are tied
to medication adherence and outcomes to make a meaningful impact for all stakeholders involved.

 Pharmacy
— Wellgistics Pharmacy

Pharmacy, was founded in 2011 as a retail community specialty pharmacy. Specializing in HIV/AIDS, the pharmacy obtained accreditation
from the Utilization Review Accreditation Commission and the Accreditation Commission for Health Care for Specialty Pharmacy and has
performed general pharmacy services in its community. In 2018, Integral Health, Inc. a Delaware corporation ("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, and also provides 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,
and labels, packages and delivers these pharmaceuticals to patients' homes or physicians' offices through contract couriers
or carriers. Wellgistics Pharmacy maintains a call center and customer support within its pharmacy located in Tampa, Florida. Wellgistics
Pharmacy has several 340B relationships, acting as the dispensing pharmacy for these healthcare facilities. These relationships help
drive revenue and prescription volume. Wellgistics Pharmacy's direct ownership of a wholesale entity along with our deep-rooted
ties to other wholesalers enables Wellgistics Pharmacy to offer a competitive cash-based formulary for the uninsured and underinsured
patient populations. Wellgistics Pharmacy continues to see an uptick in utilization, as more patients elect to pay out of pocket due
to our low-cost model, which Wellgistics Pharmacy believes is an opportunity to gain market share with small- to medium-size employer
groups in a partnership model with other consumer driven healthcare companies. The services that Wellgistics Pharmacy provides to its
patients and other constituents are vital to the revenue and prescription volume generated from this division.

Pharmacy's general and specialty pharmacy services include:

 Care Coordination: Wellgistics Pharmacy's dedicated pharmacy team coordinates and tracks patient adherence and safety.
 Pharmacists and pharmacy technicians work together to complete patient enrollment and work with prescribers to identify potential
 adherence failures and implement proactive plans to optimize treatment effectiveness.

 Clinical
 Services: Wellgistics Pharmacy's pharmacists, with the assistance of pharmacy technicians, provide clinically-based
 drug therapy management programs for clients and patients. These programs include new disease state counseling, adverse event monitoring,
 refill check-ins, and overall medication therapy management ("MTM") services. Wellgistics Pharmacy's pharmacists'
 work with patients' prescribers to identify adherence failures and to implement a proactive plan to achieve intended effectiveness.
 Wellgistics Pharmacy also provides emergency pharmacy support services.

 and Persistency Programs: Wellgistics Pharmacy's compliance and persistency programs support the needs of patients
 based on their therapy regimen. High-risk patients are proactively managed by Wellgistics Pharmacy's pharmacy teams to ensure
 adherence to therapy programs. Wellgistics Pharmacy offers special compliance packaging including unit dose and blister packs to
 promote patient adherence.

 Financial Assistance: Wellgistics Pharmacy's pharmacy team, in conjunction with its partners, assists patients by navigating
 their benefits and finds third-party financial assistance to address coverage deficiencies. When available, Wellgistics Pharmacy
 works with available co-pay assistance programs, including co-pay card enrollment and program management. Wellgistics Pharmacy's
 team also coordinates with many external charitable foundations and research grant organizations that help subsidize the cost of
 medications for patients.

 Prior
 Authorization: Wellgistics Pharmacy's pharmacy team, in conjunction with its partners, assists in coordinating with
 prescribing physicians and their staff, contacts the patient's insurance plan and collects all necessary patient specific information,
 together with supporting documentation, to provide to the appropriate third party to support reimbursement for the prescribed medication.
 If the required therapy is not listed on the third-party payer's formulary, Wellgistics Pharmacy compiles the necessary information
 to file a formulary exception on behalf of the patient.

 Risk
 Evaluation and Mitigation Strategy: Wellgistics Pharmacy's pharmacy team administers Risk Evaluation and Mitigation
 Strategy ("REMS") protocols on all levels of risk mitigation, which is required by many pharmaceutical manufacturers
 due to regulatory requirements. The United States Food and Drug Administration (the "FDA") requires REMS from certain
 manufacturers to ensure that the benefits of a drug or biological product outweigh its risks. Manufacturers are required to comply
 with specific FDA requirements that may include medication use guides, black box warnings/patient package insert language, and a
 communication plan to healthcare providers. As part of REMS protocols, manufacturers may also be required to comply with Elements
 to Assure Safe Use ("ETASU") to mitigate a specific serious risk listed in the labeling of the drug, including specialized
 training and certifications, required dispensing locations, patient monitoring, and associated reporting. Wellgistics Pharmacy has
 standard operating procedures in place to support all aspects of a REMS program, including REMS administration, REMS drug fulfillment,
 disease management, medication guide dispensing, and the ETASU specific to a pharmaceutical manufacturer's program.

 The
current Wellgistics Pharmacy revenue model is based on prescription fulfillment and reimbursement from payors (i.e., insurance companies/pharmacy
benefit managers) and patient copayments for prescription drugs. Wellgistics Pharmacy performs and absorbs the cost of the general and
specialty pharmacy services. The value of the combined Wellgistics Pharmacy and DelivMeds model is to the opportunity to centrally perform
the general and specialty services on behalf of our network of independent pharmacies, leveraging proprietary technology solutions thereby
reducing network pharmacy administrative burden and associated costs. Our current financials do not reflect income for these general
and specialty services on behalf of the network partner pharmacies. In the near future, we expect that our model will generate recurring
SaaS transaction fees for use of our technology to transfer prescriptions into the network. Revenue driven by this model will be derived
from pharmaceutical manufacturers and other strategic channel partners paying for the following services: patient care coordination,
clinical services, compliance and persistency programs, patient financial assistance, prior authorizations and access to data.

 Wholesale
— Wellgistics LLC

LLC was founded in 2013 and is a 50-state FDA licensed and National Association of Boards of Pharmacy ("NABP")-accredited
pharmaceutical wholesaler distributor, bridging the gap between small- to mid-size pharmaceutical manufacturers and independent retail
pharmacies. Serving over 5,000 registered pharmacies nationwide, Wellgistics LLC provides significant value by offering competitive pricing,
unique products, and exceptional service, while also promoting manufacturers' products to a diverse range of pharmacies. Wellgistics
LLC's primary focus is on supporting independent retail pharmacies in search of better products, prices, and services, thereby
ensuring their growth and sustainability in the competitive pharmaceutical sector. Since we acquired Wellgistics LLC, it has served,
and will continue to serve, as the wholesale arm of our healthcare ecosystem.

LLC provides distribution and 3PL services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60
manufacturing relationships, Wellgistics LLC identifies niche therapeutic products and works with its manufacturing clients to
increase market access and visibility of its client relationships with product awareness and support campaigns. Specifically,
Wellgistics LLC helps promote product distribution through its network of pharmacy buyers by providing sales and marketing support.
These services include providing product education, identifying opportunities for therapeutic substitution when clinically relevant,
and cost savings opportunities for pharmacies and their patients. Wellgistics LLC's portfolio of products is comprised of
approximately 65% topical generics with a primary focus on the dermatology market, approximately 20% oral generic formulations
primarily in the non-narcotic pain category, approximately 10% oral and topical brand formulations, and approximately 5% in the
over-the-counter market space. Wellgistics LLC's investments in cold chain infrastructure will position this division to
compete in the specialty-lite therapy category while also expanding our ability to house additional branded products. The services
provided to our manufacturing clients, pharmacy buyers, and other constituents described below are paramount to the revenue
generated from this division.

LLC's wholesale services include:

 Distribution:
 Wellgistics LLC's distribution segment specializes in distributing branded and generic pharmaceuticals, as well as over-the-counter
 healthcare and consumer products throughout the United States. Wellgistics LLC's primary distribution center is located in
 Lakeland, Florida and another facility is located in Columbus, Ohio. The Wellgistics LLC main office is located in Tampa, Florida,
 which serves as the primary location for Wellgistics Health's sales and customer service team members operate in a hybrid model, with
some working in Florida and others working remote. This segment is dedicated to supporting independent retail pharmacies in search of
competitive pricing, unique products, and exceptional services, ensuring their growth and sustainability within the competitive pharmaceutical
sector.

 Third-Party
 Logistics: Wellgistics LLC's 3PL segment focuses on providing various services, including warehousing, inventory management,
 pick and pack, and shipping, to small and mid-size pharmaceutical manufacturers. By investing in FDA-regulated warehouse facilities
 and a state-of- the-art cold chain infrastructure, Wellgistics LLC ensures the highest standards of product integrity and timely
 delivery. This segment allows Wellgistics LLC to offer comprehensive supply chain solutions to both manufacturer partners and independent
 retail pharmacies.

 Technology
(Hub & Clinical Services) — Alliance Pharma Solutions, LLC (dba DelivMeds)

was founded in 2017 as a holding company for technology solutions wholly owned by Integral. In 2020, DelivMeds recommissioned its technology
project so that it would serve as a pharmaceutical hub, facilitating prescription transfer and clinical concierge services to a network
of independent pharmacies. Powered by Wellgistics Pharmacy as the backend pharmacy, DelivMeds is the frontend technology serving as the
middleware between all key stakeholders referenced in what we refer to as the 5P-Model: Patients, Providers, Pharmacies, Payors or Pharmacy
Benefit Plans ("PBMs"), 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. We will work with channel partners such as pharmaceutical manufacturers,
provider groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered
pharmacy services. DelivMeds' business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy
and subsequently transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data
to improve its respective business operation and or improve its renumeration from the value-based services the clinical concierge arm
provides. Wood Sage acquired DelivMeds in August 2023, and we acquired Wood Sage in June 2024. We anticipate that DelivMeds will serve
as the middleware technology arm to our integrated healthcare ecosystem.

 DelivMeds'
hub and clinical services include:

 Robust
 Hub Pharmacy Network: DelivMeds has relationships with multiple entities (i.e., pharmacy management software ("PMS")
 systems, wholesalers, buying groups, secondary channel partners, etc.) and their pharmacy networks to provide a robust pharmacy network
 for prescription dispensing services which spans across all 50 states.

 Care Coordination: DelivMeds' dedicated pharmacy team coordinates and tracks patient adherence and safety. Pharmacists
 and pharmacy technicians work together to complete patient enrollment and work with prescribers to identify potential adherence failures
 and implement proactive plans to optimize treatment effectiveness.

 Clinical
 Services: DelivMeds' pharmacists, with the assistance of its pharmacy technicians, provide clinically based drug therapy
 management programs for clients and patients. These programs include new disease state counseling, adverse event monitoring, refill
 check-ins, and overall MTM services. DelivMeds' pharmacists' work with patients' prescribers to identify adherence
 failures and to implement a proactive plan to achieve intended effectiveness. DelivMeds also provides emergency pharmacy support
 services. DelivMeds' pharmacists also provide phone, email, and chat support. In the near future, DelivMeds will begin providing
 many of these services virtually, through its tele-pharmacy program to make it easier for patients to connect with clinical pharmacists
 from its mobile application.

 Compliance Programs: DelivMeds' compliance and persistency programs support the needs of patients based on their therapy
 regimen. DelivMeds facilitates screening and follow-up with high-risk patients based on concomitant medications to ensure compliance
 with therapy programs. DelivMeds' data analytics platform aggregates adherence data to identify these patients to allow for
 proactive interventions to ensure adherence to therapy programs.

 Benefits
 Investigation: DelivMeds' standard procedures require that DelivMeds conducts a benefits investigation for each patient.
 In addition to verifying patient eligibility, DelivMeds screens for prior authorization status prior to adjudicating the claim and
 also determine the projected deductibles, coinsurance, and out-of-pocket maximums to assist the patient with adhering to therapy
 programs and/or working with the prescriber to identify alternative recommendations. DelivMeds' specialists provide all necessary
 coding for the prescribed therapy or service. Any prior authorization or predetermination requirements are defined at the time of
 the benefits investigation.

 Financial Assistance: DelivMeds' pharmacy team, in conjunction with its partners, assists patients by navigating their
 benefits and finds third-party financial assistance to address coverage deficiencies. When available, DelivMeds works with available
 cash drug discount providers, manufacturer co-pay cards, co-pay payment plans, including co-pay card enrollment and program management.
 DelivMeds' team also coordinates with many external charitable foundations and research grant organizations that help subsidize
 the cost of medications for patients.

 Prior
 Authorization: DelivMeds' pharmacy team, in conjunction with its partners, assists in coordinating with the prescribing
 physicians and their staff, contacts the patient's insurance plan and collects all necessary patient specific information,
 together with supporting documentation, to provide to the appropriate third party to support reimbursement for the prescribed medication.
 If the required therapy is not listed on the third-party payer's formulary, DelivMeds compiles the necessary information to
 file a formulary exception on behalf of the patient. These services work to minimize prescription abandonment while simultaneously
 improving outcomes and revenue optimization for provider groups and pharmaceutical manufacturing clients.

 Data
 Access & Reporting: DelivMeds' hub platform technology is able to produce de-identified customizable reports tailored
 to the requirements of each channel partner. These reports enable clients to conduct data mining on prescribing patterns, insurance
 coverage, and track and trace dispositions status, among many others. DelivMeds' technology arm has also created real-time
 data dashboards for enterprise clients such as Account Care Organizations ("ACOs"), payors, and health systems.

 AI
 Driven Technology: DelivMeds' hub platform uses artificial intelligence to facilitate a convenient and easy-to-use
 pharmacy experience for users of DelivMeds' digital pharmacy and mobile technology solutions. DelivMeds' smart algorithm
 conducts efficient routing of prescriptions to partner pharmacies based on PBM/payor contracts, pharmacy state licenses, pricing,
 and other location features such as hours of operations and service level provided, thereby eliminating delays with receiving prescription
 products and time to initiate therapy. DelivMeds' application will also auto-apply discount and manufacturer copay cards based
 on eligible commercial plans or cheaper cash options.

 Optimized
 Prescription Journey: DelivMeds' mobile technology provides an easy button for refill reminders and processing, which
 can be initiated by the dispensing pharmacy or the patient. Reminders in the form of push notifications, texts, and emails are all
 configurable. Through our application and with our integrated pharmacy partners, DelivMeds' is able to provide the end-to-end
 solution, assisting with co-pay collection, providing 100% pass through to DelivMeds' integrated partner pharmacies, and arranging
 for the delivery of that medication via DelivMeds' nationwide partnerships with Lyft and Roadie.

 The
5P-Model

 We
aim to provide value to all stakeholders along the continuum of healthcare delivery in what is known as its 5P-Model: Patients, Providers,
Pharmacies, Payors or PBMs and Pharmaceutical Manufacturing Companies. We believe that the combined synergies of our subsidiaries will
position us uniquely to increase patient medication adherence, improve price transparency for all stakeholders, and provide an all-around
better patient/pharmacy centric experience.

 Patients

 Our
core focus is on patients and our DelivMeds technology platform helps patients adhere to complex medication therapies, process refills
and manage any side effects and insurance concerns to ensure they get the best standard of care. The clinical efficacy of drug therapies,
especially for chronic conditions, is typically enhanced when patients precisely follow their prescribed treatment regimens (including
dosing and frequency). We further believe that medication non-adherence (i.e., patients not following the instructions for their medication
or failing to finish taking their medication) can contribute to a substantial worsening of disease and, in some cases, accelerated mortality,
which increases hospital and other healthcare costs. Through DelivMeds, we have established benchmarks for patients based on the Healthcare
Effectiveness Data and Information Set ("HEDIS"), National Committee for Quality Assurance, and Utilization Review Accreditation
Commission ("URAC") standards to help patients achieve adherence rates greater than 80 – 90% based on the disease state.
We also help identify third-party funding support programs through DelivMeds to help cover expensive out-of-pocket costs.

 Our
DelivMeds technology platform helps manage patients' complex disease states through counseling and education regarding their treatment
and by providing ongoing monitoring and, in some cases, proactive follow-up contact to encourage patient adherence to their prescribed
therapy. The goal of DelivMeds' patient care programs is to provide clinical services in a caring and supportive environment, optimize
medication adherence, prevent disease progression and improve therapeutic effectiveness. To accomplish this, we, through DelivMeds, focus
on each patient and provide solutions related to medication access, tolerance and adherence. Further, DelivMeds' digital pharmacy
concept with mobile technology is able to provide these additional benefits:

 Autonomy:
 Patients will be able to select the pharmacy of their choice based on a proprietary algorithm that factors numerous variables and
 data points for "smart" selection.

 Convenience:
 The ability to receive medication via same-day delivery, mail order and or pick up options. Patients do not need to wait in long
 lines or waste time. They have a plethora of network pharmacies to choose from.

 Transparency:
 Easy to use application that provides streamlined information and fair market value pricing for services rendered.

 Cost
 Savings: Competitive pricing with options to process via insurance, cash and or with a drug discount card.

 Clinical
 Value: A complete arsenal of clinical services bundled with the application from telehealth, tele-pharmacy, Rx interaction reports,
 basic disease and drug information and refill reminder programs.

 Providers

 Our
team will work with provider offices, groups, and ACOs to manage prior-authorization and other managed care organization requirements,
such as the denial and appeal process, to ensure that complicated administrative tasks do not impair the delivery of quality patient
care. Our focus on "specialty-lite" and general maintenance conditions will enable us to develop strong relationships with
clinical experts and thought leaders in key therapeutic categories. We will leverage these relationships to gain greater visibility into
future drug launches and to stay current on the latest advances in patient care.

 We
will assist prescribers with personalized and intensive patient support by providing care management related to their patients'
pharmacy needs and improving patient adherence to therapy protocols. We hope to eliminate the need for physicians to carry inventories
of high-cost prescriptions by distributing medications directly to patients' homes via the DelivMeds network of independent partner
pharmacies. We will also assist providers and their clinical and non-clinical staff members by performing many of the administratively
intensive tasks associated with benefits investigations, prior authorizations, and other reimbursement-related matters. Further, we will
assist physicians by helping their patients manage the side effects of their therapies and by monitoring adherence. We also will deliver
clinical updates in the form of reporting. These reports will be tailored to each organization's requests by our data analytics
team. These physicians will provide clinical updates and assist with managing the pipeline of potential new therapies. our custom de-identified
reports will shed light on patients that enroll into patient compliance programs and also provide keen insights on engagements and or
interventions made. Our goal is to improve the renumeration potential for these providers by boosting medication adherence and improving
their HEDIS scores. Further, our digital pharmacy concept with mobile technology will be able to provide these additional benefits:

 Reporting:
 Providers too often are disconnected with patients once they leave the practice. Prescriptions can be stopped months before the next
 office visit, adverse reactions or side effect develop or the medication is transferred to another pharmacy without provider knowledge.

 Adherence:
 Reports demonstrate compliance or adherence issues that can alert providers to become engaged sooner rather than later. The solution
 we are developing will enable providers to receive data on an easy to use and customizable dashboard that will allow providers to
 tweak variables associated to adherence.

 HEDIS:
 HEDIS is one of health care's most widely used performance improvement tools. Providers are often reimbursed based on their
 performance in managing patients. The combination of clinical and concierge services help improve adherence to therapy which in turn
 boosts HEDIS scores for providers.

 Convenience:
 An all-in-one solution that provides an integrated healthcare ecosystem that revolves around the patient. Instead of sending prescriptions
 to multiple pharmacies, providers can select one pharmacy which empowers the patient to pick and choose what variables are important
 to them for dispensing.

 Efficiency:
 DelivMeds assists patients with locating the best option for their needs while also coordinating benefits such as prior authorizations,
 applying manufacturing copay cards, analyzing formularies, etc.

 Pharmacies

Pharmacy acts as a digital non-dispensing pharmacy with the primary goal of routing prescriptions to an independent partner pharmacy
based on, for example, patient preference, pharmacy capability, and access to prescription drugs. In the event that a patient elects
mail order service delivery, we intend to use the back-end pharmacy to fulfill the prescription for the patient. Our relationship with
our network of independent pharmacies is expected to help grow their business organically by transmitting prescriptions that we will
be able to adjudicate without disrupting pharmacy workflow and causing undue delay to patients. Our networks will be broken down into
the following categories:

 Integrated
 Network: in-network independent pharmacies utilizing Best Rx as their PMS system where our hub technology platform will be able
 to electronically transfer prescriptions due to the integrations with the software.

 Soft
 Network: in-network independent pharmacies that are not integrated and receive prescriptions transfer via facsimile transmission.
 This capability will enable us to onboard any of the independent pharmacies in the U.S.

 Retail
 Network: out of network pharmacies that have not onboarded with DelivMeds. Patients reserve the right to have their prescription
 sent to any of the 65,000+ pharmacies in the U.S. However, they will be unable to manage the prescription via DelivMeds mobile technology.

 Mail
 Order Network: Wellgistics Pharmacy will serve as our in-network independent pharmacy when patients elect to receive their prescriptions
 via mail.

 Our
management believes DelivMeds' digital pharmacy concept with hub services will be able to provide the following benefits to partner
pharmacies who join the DelivMeds' network:

 Streamlined
 Workflow: A key differentiator when compared to other applications or programs claiming to have similar capabilities as DelivMeds
 is workflow system integration. DelivMeds integrates with pharmacies' PMS systems in conjunction with workflow processes to
 provide an interoperable solution, resolves prior authorizations before the prescription is sent to pharmacy, provides copay collection
 which is 100% pass through and coordinating the order delivery;

 Increased
 Revenue: Participation in the network will enable pharmacies to receive additional prescriptions outside of their normal patient
 base. An increase in prescription count will lead to an increase in revenue. Many of the services provided by DelivMeds also eliminate
 overhead expenses through automation and patient engagement via the app;

 Larger
 Patient Diversification: Opportunity to scale and reach more patients that may not have heard of the pharmacy. Through the proprietary
 "smart" pharmacy algorithm, pharmacies are presented to patients based off of their merit and services rendered; and

 Additional
 Renumeration Opportunities: Every prescription dispensed through the network partners will have an opportunity to engage in clinical
 education services via tele-pharmacy. These consultations provide a unique renumeration opportunity to bill for clinical services
 with our easy-to-use technology.

 Pharmaceutical
Manufacturing Companies

 We
expect that we will be able to provide pharmaceutical manufacturers with a strong distribution channel for existing pharmaceutical products
through the coverage and clinical expertise of Wellgistics LLC's main distribution facility in Lakeland, Florida and supporting
regional locations. In many cases, our national presence and patient centric care model will be critical to becoming a selected partner
in the launch of new products. When providing new products to patients, implementing a monitoring program through DelivMeds to promote
adherence to the prescribed therapy, and subsequently aggregating valuable clinical information on behalf of the manufacturer can significantly
aid in pharmaceutical manufacturers' evaluations of product efficacy and general market access. DelivMeds receives fees, which
we will record as revenue, from certain pharmaceutical manufacturers in return for providing them with a reliable hub pharmacy network
and the associated data in the form of reporting or a real-time data analytics dashboard, among other services.

offers specialized and highly customized prescription programs for pharmaceutical companies to help them optimize, encourage, and track
patient adherence, which helps drive the clinical and commercial success of "specialty-lite" and other drug products. Through
DelivMeds' customer engagement call center, DelivMeds promotes educational, sales, and marketing-related services to help pharmaceutical
manufacturers cultivate channel strategies as part of their commercial launch preparation, specifically with pharmacy buyers. DelivMeds
further provides pharmaceutical manufacturers with an established distribution channel for their existing pharmaceuticals and their new
product launches. In some cases, DelivMeds believes that these engagements have led to exclusive rights to administer the products of
these pharmaceutical companies or a trial period of exclusivity. The adherence rates that result from the patient-centered services directly
benefit pharmaceutical manufacturers through clinically appropriate continuity of care of patients that utilize their products who might
otherwise have not achieved full benefit from, or failed to achieve the benefit from, their prescribed therapies. In addition, the financial
assistance and reimbursement management DelivMeds provides to patients from the digital pharmacy division acts further to drive pharmaceutical
sales.

 Pharmaceutical
manufacturers frequently seek patient data on the efficacy and utilization of their products, which DelivMeds provides in a de-identified
format compliant with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). These data provide valuable
drug level and clinical information in the form of effectiveness and adherence data to manufacturers to aid in their evaluation of product
safety and efficacy. DelivMeds continues to make significant investments in technological upgrades that will enable Wellgistics Health
to better provide such analytical services.

 We
intend to actively monitor the drug pipeline and maintain dialogue with a significant number of biotechnology and pharmaceutical manufacturers
to identify opportunities in pre- and peri-commercial stages of drug development. We believe that limited distribution has become the
delivery system of choice for many drug manufacturers because it is conducive to smaller patient populations, facilitates high patient
engagement, provides clinical expertise, and elevates focus on service, managing drug supply, real world utilization and patient specific
product experience. We also believe the trend toward limited distribution of specialty drugs will continue to expand, making strong representation
in this area essential. The DelivMeds digital pharmacy concept with hub services can provide these additional benefits to partner pharmacies
who join DelivMeds' network:

 Reporting:
 One of the main components that demonstrates value for manufacturers is reporting metrics. DelivMeds is able to provide customized
 reporting on a granular level from its centralized database of pharmacies within the network. This in turn drives value across the
 supply chain as DelivMeds uses these rebates or subsidies to drive down costs in other areas for patients, creating a holistic value-based
 system.

 Compliance:
 Provider and pharmacy compliance through patient engagement within the app enables DelivMeds to ensure there are no gaps in therapy
 by executing and implementing refill reminder programs, working with providers on prior authorizations, automating refill requests,
 applying copay assistance programs, etc. Tied to prescription adherence, most patients discontinue therapy within the first couple
 of weeks of starting a regimen. By creating concierge services powered by retail pharmacists through our technology platform, DelivMeds
 provides pharmacists with an opportunity to get involved and make impacts before a patient discontinues therapy. In the event the
 retail pharmacist cannot assist, DelivMeds utilizes its network of clinical pharmacists to resolve patient concerns or potential
 red flags triggered by our application.

 Wholesale
 Operations: Through its wholesale operations, Wellgistics LLC is able to provide pharma companies with the ability to leverage
 Wellgistics LLC's distribution network of over 5,000 participating pharmacies and serve as a single point for contracting.
 Wellgistics LLC is able to handle the ordering and returns associated with product purchases while also working with the pharmacies
 on fee collection and billing cycles. The ability to eliminate charge backs and effectively conduct revenue cycle management due
 to our cash flow serves as a win-win strategy for all.

 Third-Party
 Logistics Provider: Wellgistics LLC's warehouse operations can assist new manufacturers with the ability to pick, pack,
 and ship orders with Wellgistics LLC's multi-state distribution centers. This removes added operational costs with setting
 up services in house along with the multitude of operational and administrative costs.

 Integrated
 Pharmacy Network with Key Performance Indicators: DelivMeds has a robust network of pharmacy providers that span traditional
 enterprise, regional enterprise, and independent pharmacies via Integral platform and mail order options that are multi-state licensed.
 Within this vast network, DelivMeds has carved out a preferred network that is continuously evaluated on key performance indicators
 such as prescription adherence, refill percentage, prior authorization success, prescription turnaround therapy and prescription
 days covered. These performance indicators are benchmarks for several national accrediting bodies in pharmacy and are used as the
 gold standard in selecting pharmacies to have preferred distribution channels for manufacturer direct relationships.

 Payors
& Pharmacy Benefit Managers

 The
last component of the 5P-Model consists of payors and PBMs. With the increasing trend of vertical integration in healthcare, the industry
is seeing more alignment across payors, PBMs, pharmacies, specialty pharmacy, digital health, primary care, and in home medical services.
The notable acquisitions in the payor and PBM space include CVS/Caremark and Aetna, United Healthcare and Optum Rx, and Cigna and Express
Scripts. Many of the other PBMs have similar relationships including Prime Therapeutics and Blue Cross Blue Shield, Humana and DST Solutions,
and the recent acquisitions made by Anthem.

 With
healthcare systems shifting from fee-for-service to value-based care, these companies are looking for strategic acquisitions or partnerships
to taper the rising cost of healthcare. Self-funded organizations are on the rise and added government and regulatory pressure on the
PBM industry as a whole is priming this market to re-evaluate antiquated business models and foster an environment with better pricing
transparency. Managed care models such as per member per month with revenue sharing on savings has become largely popular in the healthcare
space. Although we currently are not servicing a payor or PBM today, we see this as an opportunity to penetrate this market based on
synergistic services aimed at controlling high drug spend and improving patient outcomes. Further, our management believes that DelivMeds'
digital pharmacy concept with mobile technology is able to provide payors and PBMs with aggregate data to provide these additional benefits:

 (Programs): Enrolling patients into loyalty programs that rewards them for adherence to therapies, participation or patient engagement
 in clinical education programs that directly impact patient behavior and refill reminder programs to alert patients to stay on top
 of medication management.

 (Therapy): Programs with healthcare professionals spanning from Board-Certified Medical Providers for telehealth services to
 Clinical Pharmacists for tele-pharmacy services such as initial prescription counseling, monitoring side effects, adverse drug event
 reporting and MTMs.

 (Costs): Providing patients with cash-alternative options to supplement the expenses of insurance-based services. For payor's
 lacking an integrated PBM, DelivMeds can serve as an integrated healthcare ecosystem providing mail order service, an integrated
 pharmacy network, and wholesale prescription acquisition pricing.

 (Transportation): A well-known barrier to patient adherence for medical visits and prescription therapy is transportation impediments.
 DelivMeds solves this issue for patients by working with national delivery partners and getting meds to the doors of patients.

 Reducing
 Expenses: Through the various synergistic clinical programs, DelivMeds plays a direct role in improving patient outcomes which
 aid payors and PBM's in reducing long-term costs associated with nonadherence such as hospitalizations and procedures.

 ITEM
 1A.

 RISK
 FACTORS

 Summary
Risk Factors

 Below
is a summary of the principal factors that make an investment in our securities speculative or risky. This summary does not address all
of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can
be found below under the heading "Risk Factors" and should be carefully considered, together with other information in this
Annual Report and our other filings with the SEC, before making an investment decision regarding our securities.

 Our
 limited operating history as a combined company and our evolving business make it difficult to evaluate our current business and
 future prospects and increases the risk of your investment.

 Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health
 from realizing the expected benefits of these transactions.

 Reductions
 in third-party reimbursement levels, from private or governmental agency plans, and potential changes in industry pricing benchmarks
 for prescription drugs could materially and adversely affect Wellgistics Health's results of operations.

 A
 shift in pharmacy mix toward lower margin plans, margin compression on branded medications, increased offering of specialty products,
 direct and indirect remuneration, "DIR" fees, mail order pharmacy steering, and programs could adversely affect Wellgistics
 Health's results of operations.

 Health will derive a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies and Wellgistics
 Health's participation in the pharmacy provider networks of these companies may be restricted or terminated.

 Health could be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as
 increases in the cost to procure prescription drugs.

 Consolidation
 and strategic alliances in the healthcare industry could adversely affect Wellgistics Health's business operations, competitive
 positioning, financial condition and results of operations.

 in economic conditions could adversely affect consumer/client buying practices and market adoption of Wellgistics Health's
 DelivMeds mobile application and the accompanying revenues to premium access/services.

 Inflationary
 pressures could have a material impact on Wellgistics Health's business and operations.

 The
 industries in which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics
 could adversely impact us.

 If
 Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Health's customers,
 Wellgistics Health's businesses and results of operations could be adversely impacted.

 Health may be unable to achieve Wellgistics Health's environmental, social and governance goals.

 Health's business results will depend on Wellgistics Health's ability to successfully manage ongoing organizational change
 and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health's healthcare
 ecosystem.

 Disruption
 in Wellgistics Health's global supply chain could negatively impact Wellgistics Health's businesses.

 Health's business and operations will be subject to risks related to climate change.

 Health's business is primarily focused on certain therapeutic targets, making it vulnerable to risks associated with having
 therapeutically concentrated operations.

 Failure
 to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on Wellgistics Health's
 future performance.

 We
 are highly dependent on the continued service of our directors and officers, whose financial interests may conflict with the interests
 of investors.

 Failure
 to renew facility leases in a timely manner could have an adverse impact on Wellgistics Health's business operations.

 Health may not be able to maintain business, scale for growth, renew pharmacy and wholesale state licenses, and retain commercial
 and federal contracts while preventing restrictions and termination.

 Health's relationships with Wellgistics Health's primary wholesaler for pharmacy operations and Wellgistics Health's
 manufacturer relationships for Wellgistics Health's wholesale and hub technology platform entities will be critical to Wellgistics
 Health's success.

 Health will outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business
 and increased costs.

 Health may not be successful in executing elements of Wellgistics Health's business strategy, which may have a material adverse
 impact on Wellgistics Health's business and financial results.

 Health's growth strategy is partially dependent upon Wellgistics Health's ability to identify and successfully complete
 acquisitions, joint ventures and other strategic partnerships and alliances.

 Businesses
 acquired by Wellgistics Health could experience losses or liabilities that would result in a material adverse effect on Wellgistics
 Health's business operations, results of operation and financial condition.

 Health may make investments in companies over which Wellgistics Health does not have sole control and some of these companies may
 operate in sectors that differ from Wellgistics Health's operations and have different risks.

 The
 success of Wellgistics Health's hub technology platform and clinical services depends on the willingness of participants in
 the network of independent partner pharmacies to continue receiving prescriptions and enrolling in a-la-carte services for outsourced
 work.

 A
 significant disruption in Wellgistics Health's information technology and computer systems or those of businesses Wellgistics
 Health relies on could harm Wellgistics Health.

 Privacy
 and data protection laws will increase Wellgistics Health's compliance burden and any failure to comply could harm Wellgistics
 Health.

 Health and businesses with which Wellgistics Health will interact may experience cybersecurity incidents and might experience significant
 computer system compromises or data breaches.

 Health will be subject to electronic payment-related and other financial services risks that could increase Wellgistics Health's
 operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt
 Wellgistics Health's business operations.

 Health and its subsidiaries have, and entities that Wellgistics Health may acquire could have, significant outstanding debt. The
 debt and associated payment obligations of Wellgistics Health and its current and future subsidiaries could significantly increase
 in the future if Wellgistics Health and its current or future subsidiaries incur additional debt and do not retire existing debt.

 Health's quarterly results may fluctuate significantly based on seasonality and other factors.

 Health has a substantial amount of goodwill and other intangible assets which could, in the future, become impaired and result in
 material non-cash charges to Wellgistics Health's results of operations. Wellgistics Health may be required to take write-downs
 or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition,
 results of operations, and stock price.

 Acquisitions
 Wellgistics Health pursues in its industry and related industries could result in operating difficulties, dilution to Wellgistics
 Health's stockholders and other consequences harmful to Wellgistics Health's business.

 Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets, including goodwill.

 Health's level of debt may negatively impact its liquidity, restrict its operations and ability to respond to business opportunities,
 and increase its vulnerability to adverse economic and industry conditions, especially given that Wellgistics Health's bank
 debt contains a variable interest rate component based on its corporate credit ratings.

 Health's existing credit agreement and any other credit or similar agreements into which Wellgistics Health may enter in the
 future may restrict its operations, particularly Wellgistics Health's ability to respond to changes or to take certain actions
 regarding its business.

 Health's business is subject to substantial governmental regulation.

 in the healthcare industry and regulatory environments may adversely affect Wellgistics Health's businesses.

 Health will be exposed to risks related to litigation and other legal proceedings.

 A
 significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse
 effect on Wellgistics Health's reputation and profitability.

 Health could be adversely affected by product liability, product recall, personal injury or other health and safety issues.

 Health could be subject to adverse changes in tax laws, regulations and interpretations or challenges to Wellgistics Health's
 tax positions.

 Despite
 the actions Wellgistics Health will take to defend and protect its intellectual property, Wellgistics Health may not be able to adequately
 protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions.
 Wellgistics Health's efforts to protect and enforce its intellectual property rights and prevent third parties from violating
 its rights may be costly.

 Third-party
 claims that Wellgistics Health is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming
 litigation or expensive licenses, and its business could be adversely affected.

 Health's intellectual property applications for registration may not issue or be registered, which may have a material adverse
 effect on Wellgistics Health's ability to prevent others from commercially exploiting products similar to Wellgistics Health's.

 In
 addition to patented technology, Wellgistics Health will rely on its unpatented proprietary technology, trade secrets, designs, experiences,
 work flows, data, processes, software and know-how.

 Health may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed
 alleged trade secrets of its employees' former employers. Wellgistics Health may be subject to damages if its current or former
 employees wrongfully use or disclose Wellgistics Health's trade secrets.

 Health incurs increased costs as a result of operating as a public company, and its management will devote substantial time to compliance
 with its public company responsibilities and corporate governance practices.

 Health's management team has limited experience managing a public company.

 Health's ability to be successful will depend upon the efforts of Wellgistics Health's board of directors and key personnel
 and the loss of such persons could negatively impact the operations and profitability of Wellgistics Health's business.

 State Law includes anti-takeover provisions.

 Claims
 for indemnification by Wellgistics Health's directors and officers may reduce Wellgistics Health's available funds to
 satisfy successful third-party claims against Wellgistics Health and may reduce the amount of money available to Wellgistics Health.

 If
 securities or industry analysts do not publish or cease publishing research or reports about Wellgistics Health, its business, or
 its market, or if they change their recommendations regarding Wellgistics Health's securities adversely, the price and trading
 volume of Wellgistics Health's securities could decline.

 There
 can be no assurance that Wellgistics Health common stock will be able to comply with the continued listing standards of the Capital
 Market tier of The Nasdaq Stock Market LLC ("Nasdaq").

 Our
 common stock is publicly traded and may be subject to the penny stock rules which may make it more difficult to sell our common stock.

 An
 active market for Wellgistics Health's securities may not develop, which would adversely affect the liquidity and price of
 Wellgistics Health's securities.

 The
 market price of Wellgistics Health common stock may decline as a result of sales, or perceived sales, by Wellgistics Health in the
 public market or otherwise.

 Future
 sales, or the perception of future sales, by Wellgistics Health or its stockholders in the public market could cause the market price
 for Wellgistics Health common stock to decline.

 Health qualifies as an "emerging growth company" and a "smaller reporting company" within the meaning of
 the Securities Act. If Wellgistics Health takes advantage of certain exemptions from disclosure requirements available to emerging
 growth companies or smaller reporting companies, Wellgistics Health's securities may be less attractive to investors and, therefore,
 may make it more difficult to compare Wellgistics Health's performance with other public companies.

 Certain
 existing stockholders acquired our securities at a price below the current trading price of such securities and may experience a
 positive rate of return based on the current trading price.

 Risk
Factors

 Risks
Related to Our Business

 Our
limited operating history as a combined company and our evolving business make it difficult to evaluate our current business and future
prospects and increase the risk of your investment.

 We
were incorporated in 2022 for the purpose of acquiring and integrating various companies in the health care industry. Our limited operating
history and rapidly evolving business make it difficult to evaluate our current business, future prospects and plan for growth. We will
continue to encounter significant risks and uncertainties frequently experienced by growing companies in rapidly changing and heavily
regulated industries, such as attracting new customers to our products and services; retaining customers and encouraging them to utilize
new products and services that we make available; competition from other companies; hiring, integrating, training and retaining skilled
personnel; developing new solutions; determining prices for our solutions; unforeseen expenses; challenges in forecasting accuracy; and
new or adverse regulatory developments affecting aspects of the healthcare industry. Further, because we depend, in part, on market acceptance
of our newer and future products and services, it is difficult to evaluate trends that may affect our business and whether our expansion
will be profitable. If we have difficulty launching new products or services, then our reputation may be harmed and our business, financial
condition and results of operations may be adversely affected. If our assumptions regarding these and other similar risks and uncertainties
that relate to our business, which we use to plan our business, are incorrect or change as we gain more experience operating as a combined
company, or if we do not address these challenges successfully, our operating and financial results could differ materially from our
expectations and our business could suffer.

Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health
from realizing the expected benefits of these transactions.

Health's success depends on Wellgistics Health's ability to realize the anticipated benefits of combining the operations
of the Wellgistics LLC and Wood Sage with Wellgistics Health in an efficient and effective manner. The integration process could take
longer than anticipated and could result in the loss of key employees from either of Wood Sage or Wellgistics LLC, the disruption of
each company's ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology
systems, procedures and policies, any of which could adversely affect Wellgistics Health's ability to continue relationships with
the Wood Sage's or Wellgistics LLC's' customers, employees or other third parties, or Wellgistics Health's ability
to achieve the anticipated benefits of the Wood Sage Acquisition and Wellgistics Acquisition and could harm Wellgistics Health's
financial performance. If Wellgistics Health is unable to successfully or timely integrate the operations of the Wood Sage or Wellgistics
LLC with its business, Wellgistics Health may incur unanticipated liabilities and be unable to realize the revenue growth, operating
efficiencies, synergies and other anticipated benefits resulting from such transactions and Wellgistics Health's business, results
of operations, and financial condition could be materially and adversely affected.

 Reductions
in third-party reimbursement levels, from private or governmental agency plans, and potential changes in industry pricing benchmarks
for prescription drugs could materially and adversely affect Wellgistics Health's results of operations.

 The
substantial majority of the prescriptions Wellgistics Health will fill at Wellgistics Health's Wellgistics Pharmacy division will
be reimbursed by third-party payers, including private and governmental agency payers. The continued efforts of health maintenance organizations,
managed care organizations, PBM companies, governmental agencies, and other third-party payers to reduce prescription drug costs and
pharmacy reimbursement rates, as well as litigation and other legal proceedings relating to how drugs are priced, may adversely impact
Wellgistics Health's results of operations. In the U.S., plan changes with rate adjustments often occur in January and July and
Wellgistics Health's reimbursement arrangements may provide for rate adjustments at prescribed intervals during their term. In
addition, the timing and amount of periodic contractual reconciliations payments can vary significantly and may not follow a predictable
path. Further, in an environment where some PBM clients utilize narrow or restricted pharmacy provider networks, some of these entities
may offer pricing terms that Wellgistics Health may not be willing to accept or otherwise restrict Wellgistics Health's participation
in their networks of pharmacy providers. This may also impact the ability for Wellgistics Health's pharmacy network partners to
adjudicate certain prescription claims received via transfer from the DelivMeds hub platform technology which may impact several revenue
generating channels in the form of technology-related fees. Further, Wellgistics Health's wholesale operations may be impacted
as pharmacy coverage/ margin is diminished on certain products effecting the ability to carry and move this inventory thereby affecting
buying patterns.

 In
addition, many payers in the U.S. are increasingly considering new metrics as the basis for reimbursement rates. It is possible that
the pharmaceutical industry or regulators may evaluate and/or develop an alternative pricing reference to replace wholesale acquisition
price (WAC) and average wholesale price (AWP), which will be the pricing reference used for Wellgistics Health's pharmacy and network
partner pharmacies contracts. This will also have a direct impact on Wellgistics Health's secondary wholesalers sourcing and procurement
strategies. Future changes to the pricing benchmarks used to establish pharmaceutical pricing, including changes in the basis for calculating
reimbursement by third-party payers, could adversely affect Wellgistics Health.

 A
shift in pharmacy mix toward lower margin plans, margin compression on branded medications, increased offering of specialty products,
DIR fees, mail order pharmacy steering, and programs could adversely affect Wellgistics Health's results of operations.

Health's Wellgistics Pharmacy division and network of independent partner pharmacies will seek to grow prescription volume while
operating in a marketplace with continuous reimbursement pressure. A shift in the mix of pharmacy prescription volume towards programs
offering lower reimbursement rates could adversely affect Wellgistics Health's results of operations both from an in-house prescription
fulfillment perspective and also technology and transactional fees from Wellgistics Health's network of independent partner pharmacies.
General trends Wellgistics Health may observe impacting independent pharmacies include but are not limited to: a shift in pharmacy mix
towards 90-day fills which are often reimbursed at lower amounts compared to 30-day fills, DIR fees from PBMs on Medicare Part D prescriptions
often leading to negative reimbursements, lower plan paid amounts for branded and specialty medications while simultaneously observing
an increase in the number of patients requiring a "specialty-lite" or full specialty medication, narrow networks with unfavorable
contract pricing, delivery and shipping-related restrictions impacting the pharmacies ability to gain additional market share, enhanced
PBM tactics to steer patients to mail order pharmacies thereby reducing market opportunities, and little to no remuneration for in-demand
consumer-driven concierge services from pharmacists. Wellgistics Health's pharmacy division retains access to all major plans with
as expected market competitive reimbursement rates for an independent pharmacy. In-network coverage for PBMs and payors at the independent
network partner pharmacy level will vary from store-to-store and Wellgistics Health continue to add more network participants to provide
robust coverage.

 If
Wellgistics Health is not able to generate prescription volume and other business from patients participating in these programs that
is sufficient to offset the impact of lower reimbursement, or if the degree or terms of Wellgistics Health's participation in such
preferred networks declines in future years, Wellgistics Health's results of operations could be materially and adversely affected.
Furthermore, changes in political, economic, and regulatory influences, as well as industry-wide changes in business practices, including
with respect to the imposition of DIR fees by PBMs, may significantly affect Wellgistics Health's business. Wellgistics Health's
failure to successfully anticipate and respond to, or appropriately adapt to, evolving industry conditions or any of these changes or
trends, none of which are within Wellgistics Health's control, in a timely and effective manner could have a significant negative
impact on Wellgistics Health's competitive position and materially adversely affect Wellgistics Health's business, financial
condition and results of operations.

Health will derive a portion of its sales from prescription drug sales reimbursed by PBM companies and Wellgistics Health's participation
in the pharmacy provider networks of these companies may be restricted or terminated.

Health will derive a portion of Wellgistics Health's sales from prescription drug sales reimbursed through prescription drug plans
administered by PBM companies. PBM companies typically administer multiple prescription drug plans that expire at various times and provide
for varying reimbursement rates, and often limit coverage to specific drug products on an approved list, known as a formulary, which
might not include all of the approved drugs for a particular indication. Changes in pricing and other terms of Wellgistics Health's
contracts with PBM companies can significantly impact Wellgistics Health's results of operations. There can be no assurance that
Wellgistics Health will participate in any particular PBM company's pharmacy provider network in any particular future time period
or on terms reasonably acceptable to Wellgistics Health. If Wellgistics Health's participation in the pharmacy provider network
for a prescription drug plan administered by one or more of the large PBM companies is restricted or terminated, Wellgistics Health expects
that Wellgistics Health's sales would be adversely affected, at least in the short-term. If Wellgistics Health is unable to replace
any such lost sales, either through an increase in other sales or through a resumption of participation in those plans, Wellgistics Health's
operating results could be materially and adversely affected. If Wellgistics Health exits a pharmacy provider network and later resumes
participation, there can be no assurance that Wellgistics Health will achieve any particular level of business on any particular pace,
or that all clients of the PBM company will choose to include us again in the pharmacy network for their plans, initially or at all.
In addition, in such circumstances Wellgistics Health may incur increased marketing and other costs in connection with initiatives to
regain former patients and attract new patients covered by such plans.

Health could be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases
in the cost to procure prescription drugs.

 The
profitability of Wellgistics Health's healthcare ecosystem business model depends upon the utilization of prescription drugs. Utilization
trends are affected by, among other factors, the introduction of new and successful prescription drugs, coverage on payor/PBM formularies,
as well as lower-priced generic alternatives to existing brand name drugs. Inflation in the price of drugs also can adversely affect
utilization, particularly given the increased prevalence of high-deductible health insurance plans and related plan design changes. New
brand name drugs with coverage on formularies can result in increased drug utilization and associated sales, while the introduction of
lower priced generic alternatives typically results in relatively lower sales, but relatively higher gross profit margins.

 In
addition, if Wellgistics Health experiences an increase in the amounts it pays to procure pharmaceutical drugs, including generic drugs,
Wellgistics Health's gross profit margins would be adversely affected to the extent Wellgistics Health is not able to offset such
cost increases. Any failure to fully offset any such increased prices and costs or to modify Wellgistics Health's activities to
mitigate the impact could have a material adverse effect on Wellgistics Health's results of operations. Also, any future changes
in drug prices could be significantly different than Wellgistics Health's expectations.

 A
2019 study performed by NACDS entitled "Cost of Dispensing Study" found that the overall cost of dispensing for all drugs
was $12.40 per fill. After factoring inflation, that same cost is estimated to be $14.68 per fill. The latter does not account for other
costs associated with medication dispensing noted in this " Risk Factors" section which clearly demonstrates further
strain to gross profit margin on prescription-related fills.

 Accordingly,
a decrease in the number or magnitude of significant new brand name drugs or generics successfully introduced, delays in their introduction,
a decrease in the utilization of previously introduced prescription drugs, and or rising costs associated with medication dispensing
could materially and adversely affect Wellgistics Health's business, financial condition and results of operations.

 Consolidation
and strategic alliances in the healthcare industry could adversely affect Wellgistics Health's business operations, competitive
positioning, financial condition and results of operations.

 Many
organizations in the healthcare industry, including PBM companies, have consolidated in recent years to create larger healthcare enterprises
with greater bargaining power, which has resulted in greater pricing pressures. If this consolidation trend continues, it could give
the resulting enterprises even greater bargaining power, which may lead to further pressure on the prices for Wellgistics Health's
products and services. If these pressures result in reductions in Wellgistics Health's prices, Wellgistics Health's businesses
would become less profitable unless Wellgistics Health are able to achieve corresponding reductions in costs or develop profitable new
revenue streams.

in economic conditions could adversely affect consumer/client buying practices and market adoption of Wellgistics Health's DelivMeds
mobile application and the accompanying revenues to premium access/services.

Health's performance may be adversely impacted by changes in global, national, regional or local economic conditions and consumer
confidence. These conditions can also adversely affect Wellgistics Health's key vendors and customers. External factors that affect
consumer confidence and over which Wellgistics Health exercises no influence include unemployment rates, inflation, levels of personal
disposable income, levels of taxes and interest and global, national, regional or local economic conditions, health epidemics or pandemics.
For example, COVID-19 exposes Wellgistics Health to the risks of continued impact of global supply chain disruptions, and the uncertain
economic and geopolitical environment, as well as looting, vandalism, acts of war or terrorism. Changes in economic conditions and consumer
confidence could adversely affect consumer preferences, purchasing power and spending patterns, which could lead to a decrease in overall
consumer spending as well as in prescription drug, services, and digital health services utilization and which could be exacerbated by
the increasing prevalence of high-deductible health insurance plans and related plan design changes. From a client perspective, increasing
pressures from margin compression, prescription pricing negotiations, and other known stressors as outlined in this " Risk Factors "
section may negatively impact a manufacturer's willingness to adopt and utilize various a-la-carte services Wellgistics Health
will provide through Wellgistics Health's hub platform and clinical services. Further threats from market competitors to offer
additional products at promotional pricing could lead to lower pricing floors as well.

 Inflationary
pressures could have a material impact on Wellgistics Health's business and operations.

Health will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending. For example,
increases in prescription drug costs could impact consumers ability to afford initial or on-going therapy. Wellgistics Health's
focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing
costs. Additionally, consumer discretionary funds could be reduced, impacting the ability to pay for digital services and subscription
models that Wellgistics Health offers. If inflation continues to increase, sourcing and procuring specialty lite products may prove to
be capital intensive. Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting
consumer demand or Wellgistics Health's gross margin. All of these inflationary risk factors could materially and adversely impact
Wellgistics Health's business operations, financial condition and results of operations.

 The
industries in which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics could
adversely impact us.

 The
level of competition in the pharmacy (i.e., retail, independent, specialty, and digital), healthcare and clinical concierge like services,
and pharmaceutical wholesale industries is high. Changes in market dynamics or actions of competitors or manufacturers, including industry
consolidation and the emergence of new competitors and strategic alliances, could materially and adversely impact us. Disruptive innovation,
or the perception of potentially disruptive innovation, by existing or new competitors could alter the competitive landscape in the future
and require us to accurately identify and assess such changes and if required make timely and effective changes to Wellgistics Health's
strategies and business model to compete effectively.

 All
of Wellgistics Health's businesses will face intense competition from multiple existing and new businesses, some of which are aggressively
expanding in markets Wellgistics Health will serve. Wellgistics Health will develop Wellgistics Health's offerings to respond to
market dynamics; however, if Wellgistics Health's customers are not receptive to these changes, if Wellgistics Health is unable
to expand successful programs in a timely manner, or Wellgistics Health otherwise does not effectively respond to changes in market dynamics,
Wellgistics Health's businesses and financial performance could be materially and adversely affected.

 There
are a significant number of competitors that provide one or more comprehensive services, including distribution, with respect to specialty
pharmacy drugs, hub and clinical services to perform patient financial assistance; prior authorization coordination; copay tiered reductions;
tele-pharmacy; and access to digital health resources, some of whom have greater resources than Wellgistics Health does, including: PBMs;
retail pharmacy chains and independent retail pharmacies; digital pharmacies; national, regional and niche specialty pharmacies; home
and specialty infusion therapy companies; provider practices and systems; and GPOs.

 The
leading payors and drug chains have completed extensive mergers and acquisitions transactions and business combinations, and, therefore,
have significantly greater market share, resources and purchasing power than Wellgistics Health does and, in the aggregate, these competitors
generally have access to substantially the same limited distribution drugs that will be in Wellgistics Health's portfolio. These
companies also benefit from their acquisition activity with healthcare organizations, as Wellgistics Health has seen recent acquisitions
in the home healthcare and primary care services arena (i.e., One Medical, Signify Health, Village MD, Summit Health, CareCentrix, among
others).

 Digital
pharmacies both national and regional have been increasingly entering the market over the course of the last decade with well-known players
such as Roman, Lemonaid Health, ForHims, TruePill, and Amazon's acquisition of PillPack. At the regional level, Wellgistics Health
has seen the emergence of companies like Cule, Alto, and many others outlined below looking to penetrate markets and gain access to lives
by looking for additional points of differentiation. The competitive healthcare landscape along with macroeconomic pressures has also
seen increased chapter 11 filings for bankruptcy and or other means of dissolution including Medley, NowRx, AmazonCare, Haven (i.e.,
joint venture of Amazon, Berkshire Hathaway, and JPMorgan Chase) over recent years. Many of these companies leverage access to telehealth
services and backend partnerships with mail order pharmacies to provide consumers with cash-paying models for access to niche services.
The evolution of centralized digital patient support networks with network pharmacies has also recently been gaining steam.

 As
Wellgistics Health will increase in scale and market share, or provide additional healthcare services, Wellgistics Health expects more
direct competition for certain drugs, payer and patient access, and services from this myriad of companies. These factors together with
the impact of the competitive marketplace or other significant differentiating factors between us and Wellgistics Health's competitors
may make it difficult to gain market access and penetration all of which could materially and adversely impact Wellgistics Health's
business operations, financial condition and results of operations.

 If
Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Health's customers,
Wellgistics Health's businesses and results of operations could be adversely impacted.

 The
portion of total consumer expenditures from various business sectors completing online shopping has drastically changed over the last
two decades. Wellgistics Health is seeing a complete paradigm shift, as consumer sentiment and behavior has moved towards mobile application
use. The COVID-19 pandemic was an accelerant, and Wellgistics Health expects this pace of increase exponentially. Consumers are now able
to have more have more and more services delivered to their homes or work and more recently Wellgistics Health is seeing this same push
with healthcare services. Moreover, prescription related deliveries have become the new normal versus waiting for pharmacy pick-up which
is often not as efficient or convenient for this everchanging mindset and expectation of the consumer.

 In
order to be successful with executing on this service delivery, Wellgistics Health's strategy must offer enhanced value services
while also being convenient to the consumer. To accomplish this, an omni-channel approach, intelligent user experience, and home health
differentiated model is a necessity to keep up with the rapidly evolving pace of changing customer expectations and new developments
by Wellgistics Health's competitors. Wellgistics Health must compete by offering a consistent and convenient shopping experience
for Wellgistics Health's customers regardless of the ultimate sales channel and by investing in, providing and maintaining digital
tools for Wellgistics Health's customers. If Wellgistics Health is unable to make, improve, or develop relevant customer-facing
technology in a timely manner that keeps pace with technological developments and dynamic customer expectations, Wellgistics Health's
ability to compete and Wellgistics Health's results of operations could be materially and adversely affected. In addition, if Wellgistics
Health's online activities or Wellgistics Health's other customer-facing technology systems do not function as designed,
Wellgistics Health may experience a loss of customer confidence, data security breaches, lost sales, or be exposed to fraudulent purchases,
any of which could materially and adversely affect Wellgistics Health's business operations, reputation and results of operations.

Health may be unable to achieve Wellgistics Health's environmental, social and governance goals.

Health recognizes the rising importance of environmental, social, and governance matters among Wellgistics Health's team members,
customers, and certain stockholders and will be committed to upholding a culture dedicated to corporate responsibility. Wellgistics Health
will establish certain goals that allow us to better communicate and align to Wellgistics Health's environmental, social, and governance
strategy. However, these goals are subject to risks and uncertainties, which are outside of Wellgistics Health's control and might
prohibit us from meeting the goals.

 Further,
there is a risk that team members, customers, or certain stockholders might not be satisfied with Wellgistics Health's goals or
strategy and efforts to meet the goals. Some of the risks that Wellgistics Health will be subject to include, but are not limited to:
Wellgistics Health's ability to execute Wellgistics Health's operational strategy within the timeframe or costs projected;
the availability or cost of renewable energy, materials, goods, and/or services required, and evolving regulations or requirements that
change or limit Wellgistics Health's ability to set standards or gather information from Wellgistics Health's supplier partners
or third party contractors. Failure to meet Wellgistics Health's goals could negatively impact public perception of Wellgistics
Health's company with interested stakeholders.

 Environmental,
social, and governance matters are also increasingly important to current and potential employees. In order to retain and attract talent
Wellgistics Health knows that it is critical that Wellgistics Health clearly communicate Wellgistics Health's environmental, social,
and governance strategy, and a delay or inability to meet Wellgistics Health's goals on time could impact Wellgistics Health's
reputation as a desirable place to work. With increased interest from certain stockholders, an inability to meet Wellgistics Health's
goals could also have a negative impact on Wellgistics Health's stock price. These impacts could make it more difficult for us
to operate efficiently and effectively and could have a negative effect on Wellgistics Health's business, operating results and
financial conditions.

Health's business results will depend on Wellgistics Health's ability to successfully manage ongoing organizational change
and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health's healthcare
ecosystem.

 The
key to Wellgistics Health's success will be executing on Wellgistics Health's win-win strategy for all stakeholders in the
healthcare delivery model. Through leveraging Wellgistics Health's portfolio of subsidiaries, Wellgistics Health's leadership
will need to deliver on a value proposition to patients, pharmacies, providers, payors/ PBMs, and pharmaceutical manufacturers. This
is obtained by making healthcare services affordable and convenient in a centralized model. Wellgistics Health's success will hinge
on the Wellgistics Health's leadership team to improve operational efficiency, decreasing costs, market access and insights, data
transparency, value-based outcomes, and innovative technology via automation.

 There
can be no assurance that Wellgistics Health will realize, in full or in part, the anticipated benefits of leveraging these subsidiaries
and what that market adoption will be like. Wellgistics Health's financial goals assume a level of productivity improvement and
other business optimization initiatives. If Wellgistics Health is unable to implement the programs or deliver these expected productivity
improvements, while continuing to invest in business growth, or if the volume and nature of change overwhelms available resources, Wellgistics
Health's business operations, financial condition and results of operations could be materially and adversely impacted.

 Risks
Relating to Wellgistics Health's Operations

 Disruption
in Wellgistics Health's global supply chain could negatively impact Wellgistics Health's businesses.

 The
pharmaceutical products for Wellgistics Health's wholesale division are sourced from pharmaceutical manufacturers with a wide variety
of domestic and international vendors, and any future disruption in Wellgistics Health's supply chain or inability to find qualified
vendors and access products that meet requisite quality and safety standards in a timely and efficient manner could adversely impact
Wellgistics Health's businesses. The loss or disruption of such supply arrangements for any reason, including for issues such as
COVID-19 or other health epidemics or pandemics, labor disputes, loss or impairment of key manufacturing sites, inability to procure
sufficient raw materials, quality control issues, ethical sourcing issues, a supplier's financial distress, natural disasters,
looting, vandalism or acts of war (such as the conflict in Ukraine) or terrorism, trade sanctions or other external factors over which
Wellgistics Health has no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse
impact on Wellgistics Health's business operations, financial condition and results of operations.

Health's pharmacy division and to the greater extent, Wellgistics Health's independent network of partner pharmacies, may
also be impacted by disruptions in global supply chain as listed above based on primary wholesaler and direct pharmaceutical manufacturing
contracts.

Health's business and operations will be subject to risks related to climate change.

 The
long-term effects of global climate change present both physical risks (such as extreme weather conditions or rising sea levels) and
transition risks (such as regulatory or technology changes), are expected to be widespread and unpredictable. These changes could over
time affect, for example, the availability and cost of products, commodities and energy (including utilities), which in turn may impact
Wellgistics Health's ability to procure goods or services required for the operation of Wellgistics Health's business at
the quantities and levels Wellgistics Health require. In addition, Wellgistics Health's facilities may be in locations that may
be impacted by the physical risks of climate change, and Wellgistics Health may face the risk of losses incurred as a result of physical
damage to stores, distribution or fulfillment centers, loss or spoilage of inventory and business interruption caused by such events.
Wellgistics Health will also use natural gas, diesel fuel, gasoline and electricity in Wellgistics Health's operations, all of
which could face increased regulation as a result of climate change or other environmental concerns.

 Whether
internally or via Wellgistics Health's third-party relationships with Wellgistics Health's national and regional ride- sharing
partners (i.e., Lyft and Roadie) for prescription delivery; and shipping carriers (i.e., USPS, UPS, FedEx), rising fuel costs will lead
to an increase in tiered rates for mileage/distance which will increase Wellgistics Health's costs associated with prescription
delivery or shipping. Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may increase
Wellgistics Health's costs associated with compliance and merchandise. These events and their impacts could otherwise disrupt and
adversely affect Wellgistics Health's operations and could materially adversely affect Wellgistics Health's financial performance.

Health's business is primarily focused on certain therapeutic targets, making it vulnerable to risks associated with having therapeutically
concentrated operations.

Health's operates within the "specialty-lite" or niche sector of the pharmaceutical industry. It is well documented
in the literature that the specialty drug market accounts for less than 10% of total drugs in the market. As a result, Wellgistics Health's
business, financial condition and results of operations are susceptible to economic downturns within this sector of the industry, whether
cause by state regulations, budget constraints, severe weather conditions, catastrophic events, or other disruptions. As Wellgistics
Health seeks to expand its existing operations, opportunities for growth within the "specialty-lite" or niche sector of the
pharmaceutical industry may become more limited.

 Failure
to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on Wellgistics Health's future
performance.

Health's ability to attract, engage, develop and retain qualified and experienced employees at all levels, including in executive
and other key strategic positions, is essential for us to meet Wellgistics Health's objectives. Competition among potential employers
might result in increased salaries, benefits or other employee-related costs, or in Wellgistics Health's failure to recruit and
retain employees which could have a materially adverse impact on Wellgistics Health's business operations, financial condition
and results of operations.

 Additionally,
any failure to adequately plan for and manage succession of key management roles or the failure of key employees to successfully transition
into new roles could have a material adverse effect on Wellgistics Health's business and results of operations. While Wellgistics
Health has succession plans in place and employment arrangements with certain key executives, these do not guarantee the services of
these executives will continue to be available to us.

 We
are highly dependent on the continued service of our directors and officers, whose financial interests may conflict with the interests
of investors.

 Our
directors and officers, including Brian Norton, Chief Executive Officer, and Vishnu Balu, Chief Financial Officer, have years of significant
experience in the pharmaceutical industry and other sectors related to our business. Our success depends upon the continued service of
these directors and officers. The loss of any of these directors and officers might significantly delay or prevent the achievement of
our business objectives and could materially harm our business, financial condition and results of operations.

 Failure
to renew facility leases in a timely manner could have an adverse impact on Wellgistics Health's business operations.

Health's facilities will include multiple corporate offices, physical location of the pharmacy, and multiple warehouse facilities
for wholesale product warehousing and distribution. These locations are subject to competition with other retailers and businesses for
suitable locations for Wellgistics Health's facilities. Local land use and zoning regulations, environmental regulations and other
regulatory requirements may impact Wellgistics Health's ability to find suitable locations and influence the cost of constructing,
renovating and operating Wellgistics Health's stores. In addition, real estate, zoning, construction and other delays may adversely
affect Wellgistics Health's business and increase Wellgistics Health's costs. Further, changing local demographics may adversely
affect revenue and profitability levels. The terms of leases at existing facility locations may adversely affect Wellgistics Health if
the renewal terms of, or requested modifications to, those leases are unacceptable to Wellgistics Health, and Wellgistics Health will
be forced to close or relocate operations. If Wellgistics Health is unable to maintain Wellgistics Health's facility locations
or open/move to new facility locations in desirable places and on favorable terms, Wellgistics Health's results of operations could
be materially and adversely affected.

Health may not be able to maintain business, scale for growth, renew pharmacy and wholesale state licenses, and retain commercial and
federal contracts while preventing restrictions and termination.

 The
ability to maintain business channels, service existing pharmacies from a wholesale product distribution perspective, and service Wellgistics
Health's patient base at the pharmacy will all be potential areas for adverse impacts to Wellgistics Health's financial condition
and operations due to everchanging regulations and requirements to maintain contracts and licenses. Wellgistics Health's wholesale
operations will retain state licenses for whole distribution from the various state boards of pharmacy or equivalent along with the federal
level as maintained by the FDA, third-party logistics and controlled substance licenses from all state boards of pharmacy, and an accreditation
with the NABP and Accredited Drug Distributor.

Health's pharmacy division has the equivalent of 32 state board of pharmacy licenses along with the District of Columbia.
Many of these licenses include the ability to dispense controlled substance with only a few states retaining waivers for exemption. The
pharmacy will also have a Florida state Medicaid contract, several National Provider Identifier numbers, and a Drug Enforcement Agency
("DEA") certificate. The pharmacy formerly had accreditation status with Accreditation Commission for Health Care ("ACHC")
and URAC as a specialty pharmacy and plans on pursing reaccreditation along with URAC Small Business Mail Order accreditation. The pharmacy
will retain all major PBM/payor direct contracts with little to no restrictions. The pharmacy will be affiliated with Elevate as its
Pharmacy Services Administration Organization to provide the relevant minor PBM contracts.

 The
ability to retain all of these state board, federal, and PBM/payor contracts through the renewal process while expanding Wellgistics
Health's reach is critical to conducting business and generating revenues. Contract restrictions, termination, and or an inability
to expand would be deemed as events that could disrupt and adversely affect Wellgistics Health's operations and could materially
adversely affect Wellgistics Health's financial performance.

Health's relationships with Wellgistics Health's primary wholesaler for pharmacy operations and Wellgistics Health's
manufacturer relationships for Wellgistics Health's wholesale and hub technology platform entities will be critical to Wellgistics
Health's success.

Health's internal pharmacy division has a primary contract with AmerisourceBergen for pharmaceutical distribution agreement pursuant
to which Wellgistics Health sources branded and generic pharmaceutical products from AmerisourceBergen. Wellgistics Pharmacy executed
this agreement in October 2022, and the agreement requires the pharmacy to purchase a certain volume per month while also maintain compliance
with the generic compliance ratio. Wellgistics Health has a relationship with HD Smith and Scienture Holdings, Inc. (f/k/a TRxADE Health, Inc.) ("Scienture")
to acquire products via the secondary channel. This is seen as a potential risk for the business as the secondary channel providers often
do not provide full spectrum catalogs and more specifically used to assist with cost savings opportunities through the purchase of short-dated
products and or access to specialty or niche therapeutic category products. Consequently, Wellgistics Health's business may be
adversely affected by any operational, financial or regulatory difficulties that these wholesalers or pharmaceutical manufacturers experience,
including those resulting from COVID-19. For example, if operations are seriously disrupted for any reason, whether due to a natural
disaster, pandemic, labor disruption, regulatory action, computer or operational systems or otherwise, it could adversely affect Wellgistics
Health's business and Wellgistics Health's results of operations.

Health's distribution agreement with AmerisourceBergen is subject to early termination in certain circumstances and, upon the expiration
or termination of the agreement, there can be no assurance that Wellgistics Health or AmerisourceBergen will be willing to renew the
agreement or enter into a new agreement, on terms favorable to us or at all. If such expiration or termination occurred, Wellgistics
Health believes that alternative sources of supply for most generic and brand- name pharmaceuticals are readily available and that Wellgistics
Health could obtain and qualify alternative sources, which may include self-distribution in some cases, for substantially all of the
prescription drugs Wellgistics Health will sell on an acceptable basis, such that the impact of any such expiration or termination would
be temporary. However, there can be no assurance Wellgistics Health would be able to engage alternative supply sources as a primary wholesaler
for generic and branded products in a timely basis or on terms favorable to us, or effectively manage these transitions, any of which
could adversely affect Wellgistics Health's business operations, financial condition and results of operations.

 At
the wholesale level, Wellgistics Health now has, upon closing of the Wellgistics Acquisition, relationships with over 60 manufacturers
to distribute products to retail, independent, and specialty pharmacies. At the hub technology platform division, Wellgistics Health
will leverage the wholesale operation to expand pharmaceutical manufacturer relationships. Wellgistics Health's combined portfolio
will work synergistically to provide additional value to pharmaceutical manufacturers. This will in turn will help lower costs and provide
additional market access. In recent years, an increasing number of pharmaceutical manufacturers have attempted to significantly limit
the number of pharmacies that may dispense their drugs. Pharmacies dispensing products from direct manufacturer relationships need to
ensure they can manage a drug's rollout, obtain real-time data, and confirm the unique patient population's receipt of the
necessary services and support to remain adherent. Access to limited-distribution drugs provides us with significant competitive advantages
in developing relationships with payers and physicians. If Wellgistics Health cannot obtain access to new limited-distribution pharmaceuticals
or lose access to limited-distribution pharmaceuticals Wellgistics Health currently distribute this could have a material and adverse
impact on Wellgistics Health's business, profitability and results of operations.

Health will obtain access to limited-distribution drugs primarily from small to mid-size pharmaceutical companies, often many of these
are boutique companies, many of whom are bringing their first or second drug to market. Wellgistics Health will incur significant expense,
time and opportunity cost to educate and assist emerging small and mid-size manufacturers in bringing these products to the marketplace
without any guarantee of a successful drug launch or future sales. The failure to monetize these relationships and supply Wellgistics
Health's independent network of pharmacies with prescriptions could adversely impact Wellgistics Health's profitability and
Wellgistics Health's prospects.

Health will also provide a significant amount of direct and indirect services for the benefit of Wellgistics Health's pharmaceutical
manufacturer customers and Wellgistics Health's patients to gain access to these products, and Wellgistics Health's failure
to provide services at optimal quality could result in losing access to existing and future drugs. In addition, Wellgistics Health will
incur significant costs in providing these services and if manufacturers require significant additional services and products to obtain
access to their drugs without a corresponding increase in service fees paid to Wellgistics Health, Wellgistics Health's profitability
could be adversely impacted.

Health's contracts with pharmaceutical manufacturers and wholesalers will be generally for one-year terms on the hub technology
platform and clinical services and three years on the wholesale side and are terminable on reasonably short notice by either party before
or after the contract term. If several of these contractual relationships are terminated or materially altered by the pharmaceutical
manufacturers or wholesalers or if Wellgistics Health is otherwise unable to renew these contracts or enter into similar contracts on
favorable terms, Wellgistics Health could lose a major source of revenue from the pharmaceuticals Wellgistics Health will dispense or
distribute, and also prescriptions Wellgistics Health is able to generate and pass through to Wellgistics Health's network of independent
pharmacy partners which would materially impact Wellgistics Health's operations and financial condition.

Health will outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and
increased costs.

Health will outsource certain business, administrative, and development functions and rely on third-party technologies such as plug-ins
and advanced programming interfaces ("APIs") to perform certain services for Wellgistics Health's hub technology platform
and other divisions on Wellgistics Health's behalf. Various examples of this will include relationships with both domestic and
foreign developers for Wellgistics Health's mobile solutions as part of Wellgistics Health's hub technology platform, relationships
with various PMS system providers, relationships with various ride-sharing platform providers and their network of drivers, carrier relationships
for shipping of products, and various relationships with third party clinical service providers or technology solutions to be able to
offer Wellgistics Health's end- to-end holistic approach to patient- centered care services.

Health will rely on third-party vendors and their licenses to meet Wellgistics Health's quality and performance requirements. Wellgistics
Health will utilize these third-party vendors for some of the technology to be used in Wellgistics Health's products, and intends
to license technologies from third parties. Most of these licenses can be renewed only by mutual consent and may be terminated if Wellgistics
Health breaches the terms of the license and fails to cure the breach within a specified period of time. Wellgistics Health may not be
able to obtain these licenses on commercially reasonable terms, or at all. Wellgistics Health's inability to obtain or renew these
licenses or find suitable alternatives could delay development of new products or prevent us from selling Wellgistics Health's
existing products until suitable substitute technology can be identified, licensed, integrated, or developed by us. Wellgistics Health
cannot assure you as to when Wellgistics Health would be able to do so, if at all.

 Most
of Wellgistics Health's third-party licenses will be non-exclusive. Wellgistics Health's competitors may obtain the right
to use any of the technology covered by these licenses and use the technology to attempt to compete more effectively with us. In addition,
Wellgistics Health's use of third-party technologies will expose it to risks associated with the integration of components from
various sources into Wellgistics Health's products, such as unknown software errors or defects or unanticipated incompatibility
with Wellgistics Health's systems and technologies, or unintended infringement resulting from the combination of intellectual property
rights. Further, Wellgistics Health will be dependent on Wellgistics Health's vendors' support of the technology Wellgistics
Health will use. If a vendor chooses to discontinue or is unable to support a licensed technology, Wellgistics Health may not be able
to modify or adapt Wellgistics Health's products to fit other available technologies in a timely manner, which would lead us to
experience operational difficulties, reputational harm, and increased costs that could materially and adversely affect Wellgistics Health's
business operations and results of operations.

 Risks
Relating to Wellgistics Health's Business Strategy

Health may not be successful in executing elements of Wellgistics Health's business strategy, which may have a material adverse
impact on Wellgistics Health's business and financial results.

Health's ability to successfully implement Wellgistics Health's comprehensive strategy of leveraging product warehousing/distribution
while simultaneously facilitating the hub technology platform to transfer prescriptions to Wellgistics Health's network of independent
partner pharmacies will be crucial to Wellgistics Health's operations and financial condition. Wellgistics Health's wholesale
operations will enable pharmaceutical companies to have a single entity for contracting which assists with minimizing product returns
and eliminates chargebacks. Now that the Wellgistics Acquisition has closed, Wellgistics Health's warehouse's distribution
capabilities assist manufacturers with preventing inventory loss in the form of having to sell short-dated products at a lower margin
and or potentially destroy expired and unusable products. Wellgistics Health's portfolio of products along with Wellgistics Health's
sales strategy will enable Wellgistics Health to move niche specialty products that have a distinct place in the market and help maximize
returns.

 The
ability to provide pharmaceutical manufacturer and provider groups like ACOs with a hub technology platform with an accompanying robust
network of independent pharmacies is crucial to the success of Wellgistics Health's health eco-system strategy. Wellgistics Health's
technology platform along with Wellgistics Health's mobile solutions will enable patients to access digital health resources for
added visibility in their prescription journey, which leads to cost savings opportunities, convenience, and healthier outcomes. This
is especially important for pharmaceutical manufacturers and provider group clients looking to improve health outcomes for the patient
populations they serve. Wellgistics Health will provide both of these clients with a reliable pharmacy network, clinical services, and
transparent reporting with a primary focus on boosting medication adherence. Wellgistics Health's platform will be able to identify
high-risk patients and provide actionable and meaningful outcomes geared towards patient engagement to boost medication adherence and
preserve compliance to therapy. The ability to transfer these prescriptions to integrated and non-integrated pharmacies will be key to
receiving the data which can then be mined and presented to various stakeholders and clients to improve operational efficiency, customize
marketing, and share in cost savings.

 Additionally,
Wellgistics Health will engage in strategic initiatives to, among other reasons, maximize long-term stockholder value, expand on Wellgistics
Health's consumer-centric approach, strengthen Wellgistics Health's partnerships with local healthcare providers and improve
health outcomes. These strategic initiatives do not guarantee improvements in future financial performance. Wellgistics Health cannot
provide any assurance that Wellgistics Health will be able to successfully execute these strategic initiatives, or that these initiatives
will not result in additional unanticipated costs. The failure to realize the benefits of any strategic initiatives or successfully structure
Wellgistics Health's business to meet market conditions could have a material adverse effect on Wellgistics Health's business,
financial condition, cash flows, or results of operations.

Health's growth strategy is partially dependent upon Wellgistics Health's ability to identify and successfully complete acquisitions,
joint ventures and other strategic partnerships and alliances.

 A
significant element of Wellgistics Health's growth strategy is to identify, pursue and successfully complete and integrate acquisitions,
joint ventures and other strategic partnerships and alliances that either expand or complement Wellgistics Health's existing operations.
Acquisitions and other strategic transactions involve numerous risks, including difficulties in successfully integrating the operations
and personnel, navigating the necessary regulatory approval requirements, distraction of management from overseeing, and disruption of,
Wellgistics Health's existing operations, difficulties in entering markets or lines of business in which Wellgistics Health has
no or limited direct prior experience, the possible loss of key employees and customers, and difficulties in achieving the synergies
Wellgistics Health anticipated. Any failure to select suitable opportunities at fair prices, conduct appropriate due diligence, acquire
and successfully integrate the acquired company, including particularly when acquired businesses operate in new geographic markets or
areas of business, could materially and adversely impact Wellgistics Health's growth strategies, financial condition and results
of operations.

 Apart
from acquisitions in the healthcare space and emerging technologies such as artificial intelligence and blockchain technologies, Wellgistics
Health's strategy is to engage in business-to-business relationships that can help us gain further market penetration and adoption,
all of which are imperative given the highly saturated healthcare market. Partnerships with strategic clients such as pharmaceutical
manufacturers and provider groups will help us source products at lower costs and drive prescriptions through Wellgistics Health's
hub technology platform. Other strategic partnerships range from PMS systems, ridesharing and shipping companies GPOs, and other clinical
providers to provide robust and complementary services that are value adds for all stakeholders.

 Currently,
the hub technology platform has partnered with Best Rx pharmacy software system. There are approximately 1,400 independent pharmacies
utilizing this software which accounts for greater than 6% of the independent pharmacy market share. These pharmacies are ideal candidates
to be members of Wellgistics Health's integrated pharmacy network based on the various integrations Wellgistics Health will develop
to communicate with their systems. These locations are predominately located on the east coast. Wellgistics Health's ability to
onboard pharmacies in an effective manner and being located on the east coast is a risk associated with gaining market share and providing
patients with an adequate solution for fulfillment. To combat this, Wellgistics Health will identify strategic partners within this network
that are able to ship prescription medications through Wellgistics Health's integrations which aids in providing more coverage
area options. Wellgistics Health management has a relationship with PrimeRx MARKET and Pioneer Rx. Wellgistics Health believes that these relationships
could provide access to more than 16,500 pharmacies using a wide array of pharmacy management software systems which accounts for 87%
of the independent PMS. Through Wellgistics Health's fax modality integrations and solutions for data capture for non-integrated
pharmacies, Wellgistics Health will have the means to provide patients with more robust network coverage. Wellgistics Health's
team has identified additional PMS systems to partner with such as Prime Rx, Pioneer Rx, Liberty, Transactional Data Systems, and Digital
Business Solutions. These additional PMS systems will help with Wellgistics Health's ability expand the integrated network which
help drive additional value in the form of data capture elements. By integrating with the PMS system, Wellgistics Health will then in
turn able to recruit the pharmacies utilizing this software to join Wellgistics Health's network. Risks associated with this strategy
include the PMS corporate team's willingness to partner, Wellgistics Health's ability to integrate the software into Wellgistics
Health's overall solution in a timely manner, and the pharmacies willingness to join the network.

Health's software solution will be integrated with two national ride-sharing logistics providers and all of the major shipping
carriers to offer both pharmacies and patients with multiple means for sending and receiving their prescriptions. From the ride-sharing
prospective, Wellgistics Health's core technology will be integrated with Lyft Healthcare, Inc., and Roadie. These integrations
will help us provide nationwide coverage for same-day and next-day prescription delivery and a system with built in redundancies between
both networks to ensure prompt delivery. Wellgistics Health's strategy is to onboard pharmacies across the United States and mapping
out ride-sharing coverage to ensure adequate turnaround time for prescription delivery. Risks associated with this strategy include maintaining
an on-going relationship with these entities, providing a significant number of transactions to ensure profitability for all partners,
and Wellgistics Health's ability to renew contracts. Wellgistics Health's contractual relationships will be for one-year
terms with one-year autorenewal terms. Either party will be able to terminate the relationship with proper notice. Wellgistics Health's
integrations with carriers include USPS, UPS, and FedEx. Wellgistics Health will be able to transmit the respective rates to end users
based on the network partner pharmacy's availability and allow patients to price compare options due to the redundancies. Future
risks associated with this include changes to rates based on factors such as inflation, fuel, and other variables that are not in control
which could impact Wellgistics Health's business operations and financial condition.

Health's strategy to increase Wellgistics Health's network of independent partner pharmacies also leverages GPOs. By partnering
with these entities, Wellgistics Health will be able to onboard a larger cohort of pharmacies vs. individual sign-up, and in return,
these GPOs will be able to promote Wellgistics Health's services as a business opportunity to help network pharmacies increase
their business and improve their bottom line. Risks associated with this strategy include successfully presenting the value proposition
to the corporate team and obtaining a contract, ability to convert pharmacy's part of the GPO through combined marketing initiatives,
execution of Wellgistics Health's onboarding strategies, and the pharmacies willingness to remain in the network and pay associated
fees. It should be noted that each participating pharmacy within the GPO uses different PMS systems and that by successfully striking
a partnership with the GPO, there is no guarantee that Wellgistics Health will be able to onboard each pharmacy to the integrated network.
Wellgistics Health can however onboard them to the "soft network" which allows us to transfer the prescription via fax.

 Integrating
third-party clinical features and services is vital to the success of Wellgistics Health's business strategy as being an end-to-end
solution for end users and Wellgistics Health's clients. Wellgistics Health's partners that offer these types of value-add
services include patient enrollment campaigns, prior authorization coordination, digital health resources, calendar-based refill reminder
systems, and other key pieces that will help boost the lifetime value and net promoter score for market adoption. Risks associated with
these partnerships include willingness to integrate, costs associated with these services, end clients need for these services to continue
driving growth, Wellgistics Health's ability to engage in cost-sharing with the pharmacies for the various service levels being
provided, and the dependency on the quality of the services being performed by these third-party companies.

 These
acquisition transactions and potential partnerships may also cause us to significantly increase Wellgistics Health's interest expense,
leverage and debt service requirements if Wellgistics Health incurs additional debt to pay for an acquisition or investment, issue common
stock that would dilute Wellgistics Health's current stockholders' percentage ownership, or incur asset write-offs and restructuring
costs and other related expenses that could have a material adverse impact on Wellgistics Health's operating results. Acquisitions,
joint ventures and strategic investments also involve numerous other risks, including potential exposure to assumed litigation and unknown
environmental and other liabilities, as well as undetected internal control, regulatory or other issues, or additional costs not anticipated
at the time the transaction was completed. The failure to realize the benefits of any strategic initiatives and partnerships to meet
market conditions could have a material adverse effect on Wellgistics Health's business, financial condition, or results of operations.

 Businesses
acquired by Wellgistics Health could experience losses or liabilities that would result in a material adverse effect on Wellgistics Health's
business operations, results of operation and financial condition.

 Healthcare
and technology businesses acquired could experience losses or liabilities, including medical liability claims, causing us to incur significant
expenses and requiring Wellgistics Health to pay significant damages if not covered by insurance. These businesses will be subject to
medical liability claims in the ordinary course of business, and although Wellgistics Health will carry insurance covering medical malpractice
claims, including professional liability insurance, in amounts Wellgistics Health believes is appropriate in light of the risks attendant
to Wellgistics Health's business, successful medical liability claims could result in substantial damage awards that exceed the
limits of Wellgistics Health's insurance coverage. Professional liability insurance is expensive and insurance premiums may increase
significantly in the future, particularly as Wellgistics Health expands Wellgistics Health's services. As a result, adequate professional
liability insurance may not be available to Wellgistics Health in the future at acceptable costs or at all. Any claims made against Wellgistics
Health or its acquired businesses that are not fully covered by insurance could be costly to defend against, result in substantial damage
awards against us and divert the attention of Wellgistics Health's management and Wellgistics Health's providers from Wellgistics
Health's operations, which could harm Wellgistics Health's business. In addition, any claims may significantly harm Wellgistics
Health's business or reputation.

 In
addition, businesses acquired expose Wellgistics Health to risks that are inherent in the provision of healthcare services. If patients,
clients or partners assert liability claims against Wellgistics Health, any ensuing litigation, regardless of outcome, could result in
a substantial cost to Wellgistics Health, divert management's attention from operations, and decrease market acceptance of Wellgistics
Health's services and care delivery model. Wellgistics Health does exert control over any provider led entities now or in the future
with respect to the practice of medicine and the provision of healthcare services, and the risk of liability, including through unexpected
medical outcomes, is inherent to the healthcare industry.

Health may make investments in companies over which Wellgistics Health does not have sole control and some of these companies may operate
in sectors that differ from Wellgistics Health's operations and have different risks.

 From
time to time, Wellgistics Health may make debt or equity investments in companies that Wellgistics Health may not control or over which
Wellgistics Health may not have sole control but would be of strategic value to bolster Wellgistics Health's service and capabilities.
Investments in these businesses, among other risks, subject Wellgistics Health to the operating and financial risks of the businesses
Wellgistics Health invests in and to the risk that Wellgistics Health does not have sole control over the operations of these businesses.
Wellgistics Health relies on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness
or comply with applicable standards may materially and adversely affect Wellgistics Health. Investments in entities over which Wellgistics
Health does not have sole control, including joint ventures and strategic partnerships and alliances, present additional risks such as
having differing objectives from Wellgistics Health's partners or the entities in which Wellgistics Health will be invested, becoming
involved in disputes, or competing with those persons.

 The
success of Wellgistics Health's hub technology platform and clinical services depends on the willingness of participants in the
network of independent partner pharmacies to continue receiving prescriptions and enrolling in a-la-carte services for outsourced work.

Health's pharmacy network will be segregated into three networks: integrated network, soft network, and general pharmacy network.
The integrated network would be any pharmacy that has completed onboarding and using a PMS system which Wellgistics Health will have
integrated with for the bidirectional exchange of electronic information including prescription transfer. The soft network would be any
onboarded pharmacy who Wellgistics Health will not have an integration with but that can still receive prescription transfers in the
form of facsimile and who Wellgistics Health will establish alternative means for data capture. Lastly, the general network is any pharmacy
irrespective of whether they would be deemed as an independent pharmacy and that the patient has elected to transfer their prescription
to thereby preserving patient autonomy.

 Accordingly,
a general downturn in the pharmacy industry, or healthcare industry more generally, could materially harm Wellgistics Health's
hub services offerings. In addition, demand for Wellgistics Health's hub services may be affected by Wellgistics Health's
customers' perceptions regarding outsourcing as a whole. For example, other digital pharmacies or hub services companies could
engage in conduct or fail to detect malfeasance that could render Wellgistics Health's customers less willing to do business with
them or any digital pharmacy or hub services company. If any such event causing industry-wide reputational harm were to occur, even though
outside Wellgistics Health's control, confidence in the industry generally could be impaired and the willingness of Wellgistics
Health's customers to outsource services to organizations that provide digital pharmacy and hub services like Wellgistics Health's
could diminish.

 Moreover,
demand for Wellgistics Health's digital pharmacy hub services will depend to a significant extent on the trust Wellgistics Health's
customers place in the combined company and Wellgistics Health's reputation for independent, high-quality service. To maintain
client satisfaction and compliance, Wellgistics Health will keep certain information and software systems, infrastructure, and employees
"firewalled" on a need-to-know basis. In the event that Wellgistics Health's protocols or procedures are not followed
or contain undetected errors or defects that are subsequently discovered by Wellgistics Health, Wellgistics Health's customers
or a third-party, Wellgistics Health's reputation with current and potential customers could be harmed. If one or more of the foregoing
events were to occur, it could have a material adverse effect on Wellgistics Health's business, financial condition and results
of operations.

 Risks
Related to Cybersecurity, Data Privacy, and Information Security

 A
significant disruption in Wellgistics Health's information technology and computer systems or those of businesses Wellgistics Health
relies on could harm Wellgistics Health.

 At
Wellgistics Health's internal pharmacy division, Wellgistics Health will rely extensively on Wellgistics Health's computer/software
systems to manage Wellgistics Health's ordering, pricing, point-of-sale, pharmacy fulfillment, inventory replenishment, finance
and other processes. Additionally, Wellgistics Health's core architecture will be housed on Amazon Web Services servers, and Wellgistics
Health will rely on various third-party vendors and partners who will provide various plug-ins and APIs that drive Wellgistics Health's
end-to-end solution on the hub technology platform that could significantly impact Wellgistics Health's business operations and
financial condition. To a greater extent, Wellgistics Health's PMS system partners will be used by various network pharmacies and
may impact Wellgistics Health's ability to electronically transmit information.

Health's systems will be subject to damage or interruption from power outages, facility damage, computer and telecommunications
failures, computer viruses, security breaches including credit card or personally identifiable information breaches, vandalism, theft,
natural disasters, catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks,
denial of service attacks, ransomware and other sophisticated cyber-attacks, and Wellgistics Health's disaster recovery planning
cannot account for all eventualities. If any of Wellgistics Health's systems are damaged, fail to function properly or otherwise
become unavailable, Wellgistics Health may incur substantial costs to repair or replace them, and may experience loss or corruption of
critical data and interruptions or disruptions and delays in Wellgistics Health's ability to perform critical functions, which
could materially and adversely affect Wellgistics Health's businesses and results of operations.

 In
addition, Wellgistics Health expects to make substantial investments in Wellgistics Health's information technology systems and
infrastructure, some of which are significant. Implementing new systems carries significant potential risks, including failure to operate
as designed, potential loss or corruption of data or information, changes in security processes, cost overruns, implementation delays,
disruption of operations, and the potential inability to meet business and reporting requirements. Wellgistics Health will rely on strategic
partners and other service providers to help us with certain significant information technology projects and services. Information technology
projects or services frequently are long-term in nature and may take longer to complete and cost more than Wellgistics Health expects
and may not deliver the benefits Wellgistics Health projects once they are complete. Any system implementation and transition difficulty
may result in operational challenges, reputational harm, and increased costs that could materially and adversely affect Wellgistics Health's
business operations and results of operations. Wellgistics Health also could be adversely affected by any significant disruption in the
systems of third parties Wellgistics Health interact with, including strategic and business partners, key payers and vendors.

 Privacy
and data protection laws will increase Wellgistics Health's compliance burden and any failure to comply could harm Wellgistics
Health.

 The
regulatory environment surrounding data security and privacy is increasingly demanding, with the frequent imposition of new and changing
requirements across businesses and geographic areas. Wellgistics Health will be required to comply with increasingly complex and changing
data security and privacy regulations in the jurisdictions in which Wellgistics Health will operate that regulate the collection, use
and transfer of personal data, including the transfer of personal data between or among countries. In the U.S., for example, HIPAA imposes
extensive privacy and security requirements governing the transmission, use and disclosure of health information by covered entities
in the healthcare industry, including healthcare providers such as pharmacies. In addition, the California Consumer Privacy Act, which
went into effect on January 1, 2020, imposes stringent requirements on the use and treatment of "personal information" of
California residents, and other jurisdictions have enacted, or are proposing similar laws related to the protection of personal data.
Moreover, there are specific privacy requirements from Apple and Google's respective mobile application stores that Wellgistics
Health will need to be up to date with as Wellgistics Health's mobile application is currently available on both stores.

with changes in privacy and information security laws and standards may result in significant expense due to increased investment in
technology and the development of new operational processes. Failure to comply with these laws subjects us to potential regulatory enforcement
activity, fines, private litigation including class actions, and other costs. Wellgistics Health will have contractual obligations that
might be breached if Wellgistics Health fails to comply a significant privacy breach or failure to comply with privacy and information
security laws could have a materially adverse impact on Wellgistics Health's reputation, business operations, financial position
and results of operations.

Health and businesses with which Wellgistics Health will interact may experience cybersecurity incidents and might experience significant
computer system compromises or data breaches.

 The
protection of customer, employee and company data will be critical to Wellgistics Health's businesses. Cybersecurity and other
information technology security risks, such as a significant breach or theft of customer, employee, or company data, could create significant
workflow disruption, attract media attention, damage Wellgistics Health's customer relationships, reputation and brand, and result
in lost sales, fines or lawsuits. Throughout Wellgistics Health's future operations, Wellgistics Health will receive, retain and
transmit certain personal information that Wellgistics Health's customers and others provide to purchase products or services,
fill prescriptions, enroll in clinical and promotional programs, register on Wellgistics Health's website or mobile applications,
or otherwise communicate and interact with us. In addition, aspects of Wellgistics Health's operations will depend upon the secure
transmission of confidential information over public networks. Wellgistics Health will also depend on and interact with the information
technology networks and systems of third parties for many aspects of Wellgistics Health's business operations, strategic partners,
and cloud service providers. These third parties may have access to information Wellgistics Health will maintain about Wellgistics Health's
company, operations, customers, employees and vendors, or operating systems that are critical to or can significantly impact Wellgistics
Health's business operations. Like other healthcare technology companies, Wellgistics Health and the businesses Wellgistics Health
interact with will experience threats to data and systems, including from vandalism or theft of physical systems or media and from perpetrators
of random or targeted malicious cyber- attacks, computer viruses, worms, phishing attacks, bot attacks or other destructive or disruptive
software and attempts to misappropriate customer information, and cause system failures and disruptions.

 Compromises
of Wellgistics Health's data security systems or of those of businesses with which Wellgistics Health interacts that result in
confidential information being accessed, obtained, damaged or used by unauthorized or improper persons, could in the future adversely
impact Wellgistics Health. Any such compromise could harm Wellgistics Health's reputation and expose it to regulatory actions,
customer attrition, remediation expenses, and claims from customers, financial institutions, payment card associations and other persons,
any of which could materially and adversely affect Wellgistics Health's reputation, business operations, financial condition and
results of operations. In addition, security incidents may require that Wellgistics Health expend substantial additional resources related
to the security of information systems and disrupt Wellgistics Health's businesses. The risks associated with data security and
cybersecurity incidents have increased during COVID-19 given the increased reliance on remote work arrangements.

Health will be subject to electronic payment-related and other financial services risks that could increase Wellgistics Health's
operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt
Wellgistics Health's business operations.

 Across
Wellgistics Health's businesses, Wellgistics Health will accept payments using a variety of methods, including cash, checks, credit
and debit cards, mobile payment technologies such as Apple Pay or PayPal, and Wellgistics Health may offer new payment options over time.
Acceptance of these payment options will subject Wellgistics Health to rules, regulations, contractual obligations, and compliance requirements,
including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing
electronic funds transfers. These requirements and related interpretations may change over time, which has made and could continue to
make compliance more difficult or costly.

 For
certain payment methods, including credit and debit cards, Wellgistics Health will pay interchange and other fees, which could increase
over time and raise Wellgistics Health's operating costs. Wellgistics Health will rely on third parties such as Stripe to provide
payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment. Wellgistics
Health will not store credit card information on file for Wellgistics Health's mobile technology to remain in payment card industry compliance, however,
Wellgistics Health's other business entities may store this information on file for clients, partners, and vendors. If these companies
become unable to provide these services, or if their systems are compromised, it could disrupt Wellgistics Health's business. The
payment methods that Wellgistics Health will offer also subject Wellgistics Health to potential fraud and theft by persons who seek to
obtain unauthorized access to or exploit any weaknesses that may exist in the payment systems. If Wellgistics Health fails to comply
with applicable rules or requirements, or if data is compromised due to a breach or misuse of data relating to Wellgistics Health's
payment systems, Wellgistics Health may be liable for costs incurred by payment card issuing banks and other third parties or subject
to fines and higher transaction fees, or Wellgistics Health's ability to accept or facilitate certain types of payments could be
impaired. In addition, Wellgistics Health's reputation could suffer, and Wellgistics Health's customers could lose confidence
in certain payment types, which could result in higher costs and/or reduced sales and materially and adversely affect Wellgistics Health's results of operations.

 Risks
Related to Financial and Accounting Matters

Health and its subsidiaries have, and entities that Wellgistics Health may acquire could have, significant outstanding debt. The debt
and associated payment obligations of Wellgistics Health and its current and future subsidiaries could significantly increase in the
future if Wellgistics Health and its current or future subsidiaries incur additional debt and do not retire existing debt.

Health and Wood Sage are holding companies with no business operations of their own. Their assets primarily consist of direct ownership
interest in, and their business is conducted through, subsidiaries which are separate legal entities. As a result, they are dependent
on funding from their investors and operating subsidiaries to pay dividends and meet their debt obligations. As of December 31, 2024,
the outstanding debt and credit obligations of Wellgistics Health and its subsidiaries was $33.3 million. Wellgistics Health's
subsidiaries may continue to experience negative cash flows and be restricted in their ability to pay cash dividends or to make other
distributions to Wellgistics Health, which may limit the payment of cash dividends or other distributions to the holders of Wellgistics
Health's common stock. Credit facilities and other debt obligations of Wellgistics Health, as well as statutory provisions, may
further limit the ability of Wellgistics Health and its subsidiaries to pay dividends. Payments to Wellgistics Health by its subsidiaries
are also contingent upon the subsidiaries' earnings, if any, and business considerations. Future dividends to Wellgistics Health
will be determined based on earnings, if any, capital requirements, financial condition and other factors considered relevant by its
board of directors.

Health's quarterly results may fluctuate significantly based on seasonality and other factors.

Health's operating results have historically varied on a quarterly basis, including increased variability during COVID-19, and
may continue to fluctuate significantly in the future. For instance, Wellgistics Health's pharmacy business and its PBM and payor
contracts often experience significant changes twice per year as new formularies are introduced in January and July which often restrict
certain products, allow new products to be covered, or products change covered insurance tiers thereby making them more difficult access
for members. This same effect can be extrapolated to Wellgistics Health's hub technology platform division and the corresponding
network pharmacies that are part of Wellgistics Health's network in the form of reduced transaction fees from transferred prescriptions.
This in turn may impact Wellgistics Health's wholesale division as for the exact same reason which may negatively impact Wellgistics
Health's ability to move certain products and increase Wellgistics Health's liabilities in the form of inventory.

 In
addition, both prescription and non-prescription drug sales are affected by the timing and severity of the cough, cold and flu season,
which can vary considerably from year to year. Other factors that may affect Wellgistics Health's quarterly operating results,
some of which are beyond the control of management, include, but are not limited to the timing of the introduction of new generic and
brand name prescription drugs; inflation (i.e., generic drug procurement costs); changes in payer reimbursement rates and terms; the
timing and amount of periodic contractual reconciliation payments, fluctuations in inventory, energy, transportation, labor, healthcare
and other costs; significant acquisitions, dispositions, joint ventures and other strategic initiatives; asset impairment charges, including
the performance of and impairment charges related to Wellgistics Health's equity method investments; market conditions; and many
of the other risk factors discussed herein. Accordingly, Wellgistics Health believes that quarter- to-quarter comparisons of Wellgistics
Health's operating results are not necessarily meaningful, and investors should not place undue reliance on the results of any
particular quarter as an indication of Wellgistics Health's future performance.

Health has a substantial amount of goodwill and other intangible assets which could, in the future, become impaired and result in material
non-cash charges to Wellgistics Health's results of operations. Wellgistics Health may be required to take write-downs or write-offs,
restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations,
and stock price.

 There
can be no assurances that all material issues that may be present in Wellgistics Health's operations, including from the Wood Sage
Acquisition and Wellgistics Acquisition, or that factors outside of its control will not later arise. As a result, Wellgistics Health
may be forced to write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses.
Unexpected risks may arise and previously known risks may materialize in a manner not consistent with each company's preliminary
risk analysis. Even though these charges may not have an immediate impact on Wellgistics Health's liquidity, the fact that Wellgistics
Health will report charges of this nature could contribute to negative market perceptions about Wellgistics Health or its securities
and may make its future financing difficult to obtain on favorable terms or at all.

 From
time to time, Wellgistics Health's intangible assets are subject to impairment testing. Under current accounting standards, Wellgistics
Health's goodwill, including acquired goodwill, is tested for impairment on an annual basis and may be subject to impairment losses
as circumstances change (e.g., after an acquisition). If Wellgistics Health records an impairment loss, it could have a material adverse
effect on Wellgistics Health's results of operations for the year in which the impairment is recorded.

 Acquisitions
Wellgistics Health pursues in its industry and related industries could result in operating difficulties, dilution to Wellgistics Health's
stockholders and other consequences harmful to Wellgistics Health's business.

 As
part of Wellgistics Health's growth strategy, it may selectively pursue strategic acquisitions in its industry and related industries.
Wellgistics Health may not be able to consummate such acquisitions, which could adversely impact Wellgistics Health's growth. If
Wellgistics Health does consummate acquisitions, integrating an acquired company, business or technology may result in unforeseen operating
difficulties and expenditures, including:

 increased
 expenses due to transaction and integration costs;

 potential
 liabilities of the acquired businesses;

 potential
 adverse tax and accounting effects of the acquisitions;

 diversion
 of capital and other resources from our existing businesses;

 diversion
 of management's attention during the acquisition process and any transition periods;

 loss
 of key employees of the acquired businesses following the acquisition; and

 inaccurate
 budgets and projected financial statements due to inaccurate valuation assessments of the acquired businesses.

Health's evaluations of potential acquisitions may not accurately assess the value or prospects of acquisition candidates, and
the anticipated benefits from its future acquisitions may not materialize. In addition, future acquisitions or dispositions could result
in potentially dilutive issuances of Wellgistics Health's equity securities, including Wellgistics Health's common stock,
the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm Wellgistics
Health's financial condition.

Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets, including goodwill.

 As
a result of the Wood Sage Acquisition and the Wellgistics Acquisition, Wellgistics Health has significant goodwill and other
acquired intangible assets on its consolidated balance sheet. Goodwill and intangible assets, net, accounted for approximately
64% of the total assets on its consolidated balance sheet as of December 31, 2024. Wellgistics Health tests goodwill for
impairment annually as of December 31 of each year and Wellgistics Health tests goodwill and intangible assets, net, for impairment at
other times if events have occurred or circumstances exist that indicate the carrying value of such assets may no longer be recoverable.
It is possible Wellgistics Health may incur impairment charges in the future, particularly in the event of a prolonged economic recession
or loss of a key client or clients. A significant non-cash impairment could have a material adverse effect on Wellgistics Health's
results of operations.

Health's level of debt may negatively impact its liquidity, restrict its operations and ability to respond to business opportunities,
and increase its vulnerability to adverse economic and industry conditions, especially given that Wellgistics Health's bank debt
contains a variable interest rate component based on its corporate credit ratings.

Health utilizes debt financing in its capital structure and may incur additional debt, including under its revolving credit facility
subject to customary conditions in its loan agreements. Wellgistics Health's level of debt could have significant consequences,
which include, but are not limited to, the following:

 limiting
 Wellgistics Health's ability to obtain additional financing for working capital, capital expenditures, acquisitions or other
 general corporate purposes;

 requiring
 a substantial portion of Wellgistics Health's cash flows to be dedicated to debt service payments instead of other purposes;

 imposing
 financial and other restrictive covenants on Wellgistics Health's operations, including minimum liquidity and free cash flow
 requirements and limitations on Wellgistics Health's ability to (i) declare or pay dividends or repurchase shares of Wellgistics
 Health's common stock; (ii) purchase assets, make investments, complete acquisitions, consolidate or merge with or into, or
 sell all or substantially all of Wellgistics Health's assets to, another person; (iii) enter into sale/leaseback transactions
 or certain transactions with affiliates; (iv) incur additional indebtedness and (v) incur liens; and

 making
 Wellgistics Health more vulnerable to economic downturns and limiting Wellgistics Health's ability to withstand competitive
 pressures or take advantage of new opportunities to grow Wellgistics Health's business.

Health's ability to meet its debt service obligations, comply with Wellgistics Health's debt covenants and deleverage depends
on its cash flows and financial performance, which are affected by financial, business, economic and other factors. The rate at which
Wellgistics Health will be able to or choose to deleverage is uncertain. Failure to meet Wellgistics Health's debt service obligations
or comply with Wellgistics Health's debt covenants could result in an event of default under the applicable indebtedness. Wellgistics
Health may be unable to cure, or obtain a waiver of, an event of default or otherwise amend Wellgistics Health's debt agreements
to prevent an event of default thereunder on terms acceptable to Wellgistics Health or at all. In that event, the debt holders could
accelerate the related debt, which may result in the cross-acceleration or cross-default of other debt, leases or other obligations.
If Wellgistics Health does not have sufficient funds available to repay indebtedness when due, whether at maturity or by acceleration,
Wellgistics Health may be required to sell important strategic assets; refinance Wellgistics Health's existing debt; incur additional
debt or issue common stock or other equity securities, which Wellgistics Health may not be able to do on terms acceptable to it, in amounts
sufficient to meet Wellgistics Health's needs or at all. Wellgistics Health's inability to service Wellgistics Health's
debt obligations or refinance Wellgistics Health's debt could harm Wellgistics Health's business. Further, if Wellgistics
Health is unable to repay, refinance or restructure its secured indebtedness, the holder of such debt could proceed against the collateral
securing the Indebtedness. Refinancing Wellgistics Health's indebtedness may also require Wellgistics Health to expense previous
debt issuance costs or to incur new debt issuance cost.

Health's financial performance is exposed to interest rate risks as the Company funds its working capital with bank asset-based
lending ("ABL") debt that carries a variable interest rate linked to the Company's corporate credit ratings. Consequent
to higher interest rates in the economy, the Company has had to pay higher interest rates on its own ABL debt. Given the competitive
nature of the drug wholesale business, the company has not been able to, and may not be able in the future, pass on the higher borrowing
costs to its customers. The company continues to be exposed to interest rate movements in the market. Also, any adverse changes in its
own credit ratings can lead to higher risk spread on its debt, and directly increase the borrowing costs of the Company. As Wellgistics
Health expands its business in the future, its investment in working capital is expected to increase, and consequently the ABL debt drawdown
will also be higher, which further increases the exposure to interest rate risks. All these factors could materially and adversely impact
Wellgistics Health's business operations, financial condition and results of operations. In addition, its ratings impact the cost
and availability of future borrowings and, accordingly, its cost of capital. Wellgistics Health's ratings reflect the opinions
of the ratings agencies as to our financial strength, operating performance and ability to meet Wellgistics Health's debt obligations.
There can be no assurance that Wellgistics Health will achieve a particular rating or maintain a particular rating in the future.

Health's existing credit agreement and any other credit or similar agreements into which Wellgistics Health may enter in the future
may restrict its operations, particularly Wellgistics Health's ability to respond to changes or to take certain actions regarding
its business.

Health's existing credit agreement contains a number of restrictive covenants that may impose operating and financial restrictions
on Wellgistics Health and limit its ability to engage in acts that may be in Wellgistics Health's long-term best interests, including
restrictions on Wellgistics Health's ability to incur indebtedness, grant liens, undergo certain fundamental changes, dispose of
assets, make certain investments, enter into certain transactions with affiliates, and make certain restricted payments, in each case
subject to limitations and exceptions set forth in the existing credit agreement.

 The
existing credit agreement also contains customary events of default that include, among other things, certain payment defaults, covenant
defaults, cross-defaults to other indebtedness, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults.
Such events of default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to
which a cross-acceleration or cross-default provision applies, which could have a material adverse effect on our business, operations,
and financial results. Furthermore, if Wellgistics Health is unable to repay the amounts due and payable under the existing credit agreement,
those lenders could proceed against the collateral granted to them to secure that indebtedness, which could force Wellgistics Health
into bankruptcy or liquidation. In the event that Wellgistics Health's lenders accelerated the repayment of the borrowings, Wellgistics
Health may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under the existing credit agreement
would likely have a material adverse effect on Wellgistics Health. As a result of these restrictions, Wellgistics Health may be limited
in how Wellgistics Health conducts business, unable to raise additional debt or equity financing to operate during general economic or
business downturns, or unable to compete effectively or to take advantage of new business opportunities.

 In
addition, Wellgistics Health may enter into other credit agreements or other debt arrangements from time to time which contain similar
or more extensive restrictive covenants and events of default, in which case Wellgistics Health may face similar or additional limitations
as a result of the terms of those credit agreements or other debt arrangements.

 Risks
Related to Regulatory and Legal Considerations

Health's business is subject to substantial government regulation.

 The
health care industry is heavily regulated, and Wellgistics Health must comply with extensive and complex laws and regulations at the
federal, state and local government levels. A number of these laws specifically relate to the provision of Medicare and Medicaid billing.

 Anti-Kickback
Statutes

 The
federal Anti-Kickback Statute prohibits the knowing and willful offer, payment, solicitation or receipt of remuneration to induce the
referral of a patient or the purchase, lease or order (or the arranging for or recommending of the purchase, lease or order) of health
care items or services paid for by federal health care programs, including Medicare or Medicaid. A violation does not require proof that
a person had actual knowledge of the statute or specific intent to violate the statute, and court decisions under the Anti-Kickback Statute
have consistently held that the law is violated where one purpose of a payment is to induce or reward referrals. Violation of the federal
anti-kickback statute could result in felony conviction, administrative penalties, civil liability (including penalties) under the False
Claims Act and/or exclusion from federal health care programs.

 A
number of states have enacted anti-kickback laws (including so-called "fee splitting" laws) that sometimes apply not only
to state-sponsored health care programs but also to items or services that are paid for by private insurance and self-pay patients. State
anti-kickback laws can vary considerably in their applicability and scope and sometimes have fewer statutory and regulatory exceptions
than does the federal law. Enforcement of state anti-kickback laws varies widely and is often inconsistent and erratic.

 Our
management carefully considers the importance of such anti-kickback laws when structuring company operations. That said, we cannot assure
that the applicable regulatory authorities will not determine that some of our arrangements with hospitals, surgical facilities, physicians,
or other referral sources violate the Anti-Kickback Statute or other applicable laws. An adverse determination could subject us to different
liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health
care programs, any of which could have a material adverse effect on our business, financial condition or results of operations.

 Physician
Self- Referral ("Stark") Laws

 The
federal Stark Law, 42 U.S.C. § 1395nn, also known as the physician self-referral law, generally prohibits a physician from referring
Medicare and Medicaid patients to an entity (including hospitals) providing "designated health services," if the physician
has a "financial relationship" with the entity, unless an exception applies. Designated health services include, among other
services, inpatient hospital services, outpatient prescription drug services, clinical laboratory services, certain diagnostic imaging
services, and other services that our affiliated physicians may order for their patients. The prohibition applies regardless of the reasons
for the financial relationship, unless an exception applies. The exceptions to the federal Stark Law are numerous and often complex.
The penalties for violating the Stark Law include civil penalties of up to $15,000 for each violation and potential civil liability (including
penalties) under the False Claims Act.

 Some
states have enacted statutes and regulations concerning physician self-referrals ( i.e., referrals by a physician to a health care
entity in which the physician has an ownership interest). Such physician self- referrals laws may apply to the referral of patients regardless
of payor source and/or type of health care service. These state laws may contain statutory and regulatory exceptions that are different
from those of the federal law and that may vary from state to state. Enforcement of state physician self-referral laws varies widely
and is often inconsistent and erratic.

 Our
management carefully considers the importance of physician self-referral laws when structuring company operations. That said, we cannot
assure that the applicable regulatory authorities will not determine that some of our arrangements with physicians violate the Federal
Stark Law or other applicable laws. An adverse determination could subject us to different liabilities, including criminal penalties,
civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have
a material adverse effect on our business, financial condition or results of operations.

 False
Claims Act

 The
federal False Claims Act, 31 U.S.C. § 3729, imposes civil penalties for knowingly submitting or causing the submission of a false
or fraudulent claim for payment to a government-sponsored program, such as Medicare and Medicaid. Violations of the False Claims Act
present civil liability of treble damages plus a penalty of at least $11,803 per false claim. The False Claims Act has "whistleblower"
or " qui tam " provisions that allow individuals to commence a civil action in the name of the government, and the whistleblower
is entitled to share in any subsequent recovery (plus attorney's fees). Many states also have enacted civil statutes that largely
mirror the federal False Claims Act, but allow states to impose penalties in a state court.

 The
False Claims Act has been used by the federal government and qui tam plaintiffs to bring enforcement actions under so-called "fraud
and abuse" laws like the federal Anti-Kickback Statute and the Stark Law. Such actions are not based on a contention that claims
for payment were factually false or inaccurate. Instead, such actions are based on the theory that accurate claims are deemed to be false/
fraudulent if there has been noncompliance with some other material law or regulation. The existence of the False Claims Act, under which
so-called qui tam plaintiffs can allege liability for a wide range of regulatory noncompliance, increases the potential for such
actions to be brought and has increased the potential financial exposure for such actions. These actions are costly and time-consuming
to defend.

 Our
management carefully considers the importance of compliance with all applicable laws and when structuring company operations. Our management
is aware of and actively works to minimize risk related to potential qui tam plaintiffs. That said, we cannot assure that the
applicable enforcement authorities or qui tam plaintiffs will not allege violations of the False Claims Act or analogous state
false claims laws. A finding of liability under the False Claims Act could have a material adverse effect on our business, financial
condition or results of operations.

 State
Licensure and Accreditation

 States
have a wide variety of health care laws and regulations that potentially affect our operations and the operations of our partners. For
example: (1) many states have implemented laws and regulations related to so-called "tele-health," but whether those laws
apply to our operations, and the obligations they impose, vary significantly; (2) some states have so-called corporate practice of medicine
prohibitions, and such prohibitions are used to indirectly regulate ownership of heath care companies and/or management companies; and
(3) some states have "surprise billing" or out-of-network billing laws that impose a variety of obligations on health care
providers and health plans. The failure to comply with all state regulatory obligations could be used by health plans to deny payment
or to recoup funds, and any noncompliance could subject us to penalties or limitations that could have a material adverse effect on our
business, financial condition or results of operations.

 In
addition, our partners' health care facilities and professionals are subject to professional and private licensing, certification
and accreditation requirements. These include, but are not limited to, requirements imposed by Medicare, Medicaid, state licensing authorities,
voluntary accrediting organizations and third-party private payors. Receipt and renewal of such licenses, certifications and accreditations
are often based on inspections, surveys, audits, investigations or other reviews, some of which may require affirmative compliance actions
by us that could be burdensome and expensive. The applicable standards may change in the future. There can be no assurance that we will
be able to maintain all necessary licenses or certifications in good standing or that they will not be required to incur substantial
costs in doing so. The failure to maintain all necessary licenses, certifications and accreditations in good standing, or the expenditure
of substantial funds to maintain them, could have an adverse effect on our business.

 Health
Information Privacy and Security Standards

 The
privacy and data security regulations under HIPAA, as amended, contain detailed requirements concerning (1) the use and disclosure of
individually identifiable patient health information ("PHI"); (2) computer and data security standards regarding the protection
of electronic PHI including storage, utilization, access to and transmission; and (3) notification to individuals and the federal government
in the event of a breach of unsecured PHI. HIPAA covered entities and business associates must implement certain administrative, physical,
and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information
received, maintained, or transmitted. Violations of the HIPAA privacy and Security Rules may result in civil and criminal penalties.
In the event of a breach, a HIPAA covered entity must promptly notify affected individuals of a breach. All breaches must also be reported
to the federal government. Where a breach affects more than 500 individuals, additional reporting obligations apply. In addition to federal
enforcement, State attorneys general may bring civil actions on behalf of state residents for violations of the HIPAA privacy and Security
Rules, obtain damages on behalf of state residents, and enjoin further violations. Many states also have laws that protect the privacy
and security of confidential, personal information, which may be similar to or even more stringent than HIPAA. Some of these state laws
may impose fines and penalties on violators and may afford private rights of action to individuals who believe their personal information
has been misused. We expect increased federal and state privacy and security enforcement efforts.

 Our
management carefully considers the importance of compliance with patient privacy and data security regulations when structuring company
operations. Our management is aware of and actively works to minimize risk related to patient privacy and data security. That said, we
cannot assure that a breach will not occur or that the applicable enforcement authorities will not allege violations of HIPAA's
patient privacy and data security regulations. A breach or an allegation of noncompliance with HIPAA's patient privacy and data
security regulations could have a material adverse effect on our business, financial condition or results of operations.

in the healthcare industry and regulatory environments may adversely affect Wellgistics Health's businesses.

 Political,
economic and regulatory influences are subjecting the healthcare industry to significant changes that could adversely affect Wellgistics
Health's results of operations. In recent years, the healthcare industry has undergone significant changes in an effort to reduce
costs and government spending. These changes include an increased reliance on managed care; cuts in certain Medicare and Medicaid funding
in the U.S. and the funding of governmental payers in foreign jurisdictions; consolidation of competitors, suppliers and other market
participants; and the development of large, sophisticated purchasing groups. In addition, the Inflation Reduction Act of 2022 (the "IRA")
took effect in 2023. The IRA includes, among other things, policies that are designed to have a direct impact on drug prices and reduce
drug spending by the federal government. For example, the IRA requires drug manufacturers to pay rebates to Medicare if they increase
prices faster than inflation for drugs used by Medicare beneficiaries. The mechanics of the rebate calculation would mimic those of the
Medicaid rebate, but the expansion of inflation-based rebates may further complicate pricing strategies, particularly as to the launch
of Wellgistics Health's new products. The IRA could have the effect of reducing the prices Wellgistics Health can charge and reimbursement
Wellgistics Health receives for Wellgistics Health's products, thereby reducing Wellgistics Health's profitability.

Health expects the healthcare industry continue to change significantly in the future. Some of these potential changes, such as a reduction
in governmental funding for certain healthcare services or adverse changes in legislation or regulations governing prescription drug
pricing, healthcare services or mandated benefits, may cause customers to reduce the amount of Wellgistics Health's products and
services they purchase or the price they are willing to pay for Wellgistics Health's products and services. Wellgistics Health
expects continued governmental and private payer pressure to reduce pharmaceutical pricing, and these pressures could be further exacerbated
if payer deficits or shortfalls increase due to COVID-19 or otherwise. Changes in pharmaceutical manufacturers' pricing or distribution
policies and practices as well as applicable government regulations, including, for example, in connection with the federal 340B drug
pricing program, could also significantly reduce Wellgistics Health's profitability.

Health will be exposed to risks related to litigation and other legal proceedings.

Health operates in a highly regulated and litigious environment. Wellgistics Health may become involved in the following types of legal
proceedings but not limited to litigation, investigations, inspections, audits, claims, inquiries and similar actions by pharmacy, healthcare,
tax, and other governmental authorities. Like other companies in the retail pharmacy, healthcare services and pharmaceutical wholesale
industries, Wellgistics Health is subject to extensive regulation by federal, state and local government agencies in the U.S. and other
countries in which it operates. There continues to be a heightened level of review and/or audit by regulatory authorities of, and increased
litigation regarding business, compliance and reporting practices of Wellgistics Health and other industry participants. If Wellgistics
Health were to be exposed to litigation or other legal proceedings, it could have a material adverse effect on Wellgistics Health's
business, financial condition, cash flows, or results of operations.

 A
significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect
on Wellgistics Health's reputation and profitability.

Health operates in complex, highly regulated environments around the world and could be materially and adversely affected by changes
to applicable legal requirements including the related interpretations and enforcement practices, new legal requirements and/or any failure
to comply with applicable regulations. Wellgistics Health's businesses is subject to numerous country, state and local regulations
including licensing, billing practices, utilization and other requirements for pharmacies and reimbursement arrangements. The regulations
to which Wellgistics Health is subject include, but are not limited to: country and state registration and regulation of pharmacies and
drug discount card programs; dispensing and sale of controlled substances and products containing pseudoephedrine; applicable governmental
payer regulations including Medicare and Medicaid; data privacy and security laws and regulations including HIPAA; the Patient Protection
and Affordable Care Act, as amended by the Healthcare and Education Reconciliation Act of 2010, or any successor thereto; laws and regulations
relating to the protection of the environment and health and safety matters, each of which continues to evolve, including those governing
exposure to, and the management and disposal of, hazardous substances; regulations regarding food and drug safety including those of
the FDA and the DEA, trade regulations including those of the U.S. Federal Trade Commission, and consumer protection and safety regulations
including those of the Consumer Product Safety Commission, as well as state regulatory authorities, governing the availability, sale,
advertisement and promotion of products Wellgistics Health will sell as well as Wellgistics Health's loyalty and drug discount
card programs; anti-kickback laws; false claims laws; laws against the corporate practice of medicine; and national and state laws governing
healthcare fraud and abuse and the practice of the profession of pharmacy. For example, in the U.S., the DEA, FDA and various other regulatory
authorities regulate the distribution and dispensing of pharmaceuticals and controlled substances. Wellgistics Health is required to
hold valid DEA and state-level licenses, meet various security and operating standards and comply with the federal and various state-controlled
substance acts and related regulations governing the sale, dispensing, disposal, holding and distribution of controlled substances. The
DEA, FDA and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose
significant criminal, civil and administrative sanctions for violations of these laws and regulations. As noted above, the IRA includes
policies that are designed to have a direct impact on drug prices and reduce drug spending by the federal government. Wellgistics Health
is also governed by national and state laws of general applicability, including laws regulating matters of working conditions, health
and safety and equal employment opportunity and other labor and employment matters as well as employee benefit, competition and antitrust
matters. In addition, Wellgistics Health could have significant exposure if Wellgistics Health is found to have infringed another party's
intellectual property rights.

in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which Wellgistics
Health will do business and may significantly affect Wellgistics Health's cost of doing business. The impact of new laws, regulations
and policies and the related interpretations and enforcement practices generally cannot be predicted, and changes in applicable laws,
regulations and policies and the related interpretations and enforcement practices may require extensive system and operational changes,
be difficult to implement, increase Wellgistics Health's operating costs and require significant capital expenditures. Untimely
compliance or noncompliance with applicable laws and regulations could result in the imposition of civil and criminal penalties that
could adversely affect the continued operation of Wellgistics Health's businesses, including: suspension of payments from government
programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government programs,
including the Medicare and Medicaid programs; loss of licenses; and significant fines or monetary penalties. Any failure to comply with
applicable regulatory requirements in which Wellgistics Health will operate could result in significant legal and financial exposure,
damage to Wellgistics Health's reputation and brand, and have a material adverse effect on Wellgistics Health's business
operations, financial condition and results of operations.

Health could be adversely affected by product liability, product recall, personal injury or other health and safety issues.

Health could be adversely impacted by the supply of defective or expired products, including the infiltration of counterfeit products
into the supply chain, errors in re-labeling of products, product tampering, product recall and contamination or product mishandling
issues. Through Wellgistics Health's pharmacy, wholesale distribution centers, and Wellgistics Health's wholesale and manufacturer
relationships acquired by Wellgistics Health as a result of the Wellgistics Acquisition, Wellgistics Health will also be exposed to risks
relating to the products and services Wellgistics Health will offer. Errors in the dispensing and packaging of pharmaceuticals, including
related counseling, and in the provision of other healthcare services could lead to serious injury or death. Product liability or personal
injury claims may be asserted against Wellgistics Health and mandatory or voluntary product recalls may apply to Wellgistics Health with
respect to any of the retail products or pharmaceuticals Wellgistics Health will sell or services Wellgistics Health will provide. For
example, from time to time, the FDA issues statements alerting patients that products in Wellgistics Health's supply chain may
contain impurities or harmful substances, and claims relating to the sale or distribution of such products may be asserted against Wellgistics
Health or arise from these statements. Wellgistics Health could suffer significant reputational damage and financial liability if Wellgistics
Health, or any affiliated entities or third-party healthcare providers that Wellgistics Health will do business with, experience any
of the foregoing health and safety issues or incidents, which could have a material adverse effect on Wellgistics Health's business
operations, financial condition and results of operations.

Health could be subject to adverse changes in tax laws, regulations and interpretations or challenges to Wellgistics Health's tax
positions.

 As
a corporation operating within the U.S., from time to time, changes in tax laws or regulations may be proposed or enacted that could
adversely affect Wellgistics Health's overall tax liability. There can be no assurance that changes in tax laws or regulations
will not materially and adversely affect Wellgistics Health's effective tax rate, tax payments, financial condition and results
of operations. Similarly, changes in tax laws and regulations that impact Wellgistics Health's customers and counterparties, or
the economy generally may also impact Wellgistics Health's financial condition and results of operations.

 Tax
laws and regulations are complex and subject to varying interpretations, and Wellgistics Health is subject to regular review and audit
by tax authorities. Any adverse outcome of such a review or audit could have a negative impact on Wellgistics Health's effective
tax rate, tax payments, financial condition and results of operations. In addition, the determination of Wellgistics Health's income
tax provision and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate
tax determination is uncertain. The ultimate tax determination may differ from the amounts recorded in Wellgistics Health's financial
statements and may materially affect Wellgistics Health's results of operations in the period or periods for which such determination
is made. Any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to
substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations; or any change
in the pronouncements relating to accounting for income taxes could materially and adversely impact Wellgistics Health's effective
tax rate, tax payments, financial condition and results of operations.

 Risks
Related to Wellgistics Health's Intellectual Property

 Despite
the actions Wellgistics Health will take to defend and protect its intellectual property, Wellgistics Health may not be able to adequately
protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions.
Wellgistics Health's efforts to protect and enforce its intellectual property rights and prevent third parties from violating its
rights may be costly.

 The
success of Wellgistics Health's products and its business depend in part on Wellgistics Health's ability to obtain patents
and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international
jurisdictions. Wellgistics Health will rely on a combination of patent, service mark, trademark and trade secret laws, as well as confidentiality
procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection.

Health cannot assure that any patents will be issued with respect to its currently pending patent applications or that any trademarks
will be registered with respect to its currently pending applications in a manner that gives Wellgistics Health adequate defensive protection
or competitive advantages, if at all, or that any patents issued to Wellgistics Health or any trademarks registered by it will not be
challenged, invalidated or circumvented. Wellgistics Health has filed for patents and trademarks in the United States and in certain
international jurisdictions, but such protections may not be available in all countries in which it operates or in which Wellgistics
Health seeks to enforce its intellectual property rights, or may be difficult to enforce in practice. Wellgistics Health's currently-issued
patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to
pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged
infringers. Wellgistics Health's foreign intellectual property portfolio will not as comprehensive as its U.S. intellectual property
portfolio and may not protect its intellectual property in some countries where its products are sold or may be sold in the future. Wellgistics
Health cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its
technology. Moreover, others may independently develop technologies that are competitive to Wellgistics Health or infringe Wellgistics
Health's intellectual property.

 Protecting
against the unauthorized use of Wellgistics Health's intellectual property, products and other proprietary rights is expensive
and difficult, particularly internationally. Wellgistics Health believes that its patents are foundational in the area of healthcare
products and intends to enforce Wellgistics Health's intellectual property portfolio. Unauthorized parties may attempt to copy
or reverse engineer Wellgistics Health's healthcare technology or certain aspects of Wellgistics Health's solutions that
it considers proprietary. Litigation may be necessary in the future to enforce or defend Wellgistics Health's intellectual property
rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the
proprietary rights of others or to block the importation of infringing products into the United States.

 Any
such litigation, whether initiated by Wellgistics Health or a third party, could result in substantial costs and diversion of management
resources, either of which could adversely affect Wellgistics Health's business, operating results and financial condition. Even
if it obtains favorable outcomes in litigation, Wellgistics Health may not be able to obtain adequate remedies, especially in the context
of unauthorized parties copying or reverse engineering its solutions.

 Further,
many of Wellgistics Health's competitors have the ability to dedicate substantially greater resources to defending intellectual
property infringement claims and to enforcing their intellectual property rights than Wellgistics Health has. Attempts to enforce its
rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against
Wellgistics Health or result in a holding that invalidates or narrows the scope of Wellgistics Health's rights, in whole or in
part. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which
Wellgistics Health's products will be available and competitors based in other countries may sell infringing products in one or
more markets. Failure to adequately protect Wellgistics Health's intellectual property rights could result in Wellgistics Health's
competitors offering similar products, potentially resulting in the loss of some of Wellgistics Health's competitive advantage
and a decrease in its revenue, which would adversely affect Wellgistics Health's business, operating results, financial condition
and prospects.

 Third-party
claims that Wellgistics Health is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming
litigation or expensive licenses, and its business could be adversely affected.

 Although
Wellgistics Health may hold key patents related to its products, a number of companies, both within and outside of the healthcare industry,
hold other patents covering aspects of healthcare products. In addition to these patents, participants in this industry typically also
protect their technology, especially embedded software, through copyrights and trade secrets.

 As
a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property
rights. Wellgistics Health in the future may receive inquiries from other intellectual property holders and may become subject to claims
that it infringes their intellectual property rights, particularly as Wellgistics Health expands its presence in the market, expands
to new use cases and faces increasing competition. In addition, parties may claim that the names and branding of Wellgistics Health's
products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Wellgistics Health may
have to change the names and branding of its products in the affected territories and it could incur other costs.

Health will have a number of agreements in effect, pursuant to which it has agreed to defend, indemnify and hold harmless its customers,
suppliers, and channel partners and other partners from damages and costs which may arise from the infringement by Wellgistics Health's
products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some
instances, include indemnification for damages and expenses, including attorneys' fees. Wellgistics Health's insurance may
not cover all intellectual property infringement claims. A claim that its products infringe a third party's intellectual property
rights, even if untrue, could adversely affect Wellgistics Health's relationships with its customers, may deter future customers
from purchasing its products and could expose Wellgistics Health to costly litigation and settlement expenses. Even if Wellgistics Health
is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in
any such litigation could make it more difficult for Wellgistics Health to defend its products against intellectual property infringement
claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Wellgistics Health's
brand and operating results.

Health may in the future need to initiate infringement claims or litigation in order to try to protect its intellectual property rights.
In addition to litigation where Wellgistics Health is a plaintiff, Wellgistics Health's defense of intellectual property rights
claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive
to litigate or settle, divert management resources and attention and force Wellgistics Health to acquire intellectual property rights
and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further,
a party making such a claim, if successful, could secure a judgment that requires Wellgistics Health to pay substantial damages or obtain
an injunction, and Wellgistics Health may also lose the opportunity to license its technology to others or to collect royalty payments.
An adverse determination also could invalidate or narrow Wellgistics Health's intellectual property rights and adversely affect
its ability to offer its products to its customers and may require that Wellgistics Health procure or develop substitute products that
do not infringe, which could require significant effort and expense. Any of these events could adversely affect Wellgistics Health's
business, reputation, operating results, financial condition and prospects.

Health's intellectual property applications for registration may not issue or be registered, which may have a material adverse
effect on Wellgistics Health's ability to prevent others from commercially exploiting products similar to Wellgistics Health's.

Health cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application, or
if it is the first party to file such a patent application. If another party has filed a patent application to the same subject matter
as Wellgistics Health has, Wellgistics Health may not be entitled to the protection sought by the patent application. Wellgistics Health
also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent
or the timing of any approval or grant of a patent application. Further, the scope of protection of issued patent claims is often difficult
to determine. As a result, Wellgistics Health cannot be certain that the patent applications that it intends to file will issue, or that
its issued patents will afford, protection against competitors with similar technology. In addition, Wellgistics Health's competitors
may design around Wellgistics Health's issued patents, which may adversely affect Wellgistics Health's business, prospects,
financial condition and operating results.

 In
addition to patented technology, Wellgistics Health will rely on its unpatented proprietary technology, trade secrets, designs, experiences,
work flows, data, processes, software and know-how.

Health will rely on proprietary information (such as trade secrets, designs, experiences, work flows, data, know-how and confidential
information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark
protection, or that Wellgistics Health believes is best protected by means that do not require public disclosure. Wellgistics Health
generally will seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment
agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However,
Wellgistics Health may fail to enter into the necessary agreements, and even once entered into, these agreements may be breached or may
otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as
to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Wellgistics
Health will have limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers
and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Wellgistics Health's
proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent
that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work
for Wellgistics Health, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time- consuming
litigation could be necessary to enforce and determine the scope of Wellgistics Health's proprietary rights, and failure to obtain
or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding
trade secret rights in certain markets where Wellgistics Health operates may afford little or no protection to its trade secrets.

Health also will rely on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance
that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties
may obtain and improperly utilize Wellgistics Health's proprietary information to its competitive disadvantage. Wellgistics Health
may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual
property rights.

Health may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed alleged
trade secrets of its employees' former employers. Wellgistics Health may be subject to damages if its current or former employees
wrongfully use or disclose Wellgistics Health's trade secrets.

Health may be subject to claims that it or its current or former employees have inadvertently or otherwise used or disclosed trade secrets
or other proprietary information of a current or former employee's former employer. Litigation may be necessary to defend against
these claims. If Wellgistics Health fails in defending such claims, in addition to paying monetary damages, it may lose valuable intellectual
property rights or personnel. A loss of key personnel or their work product could hamper or prevent Wellgistics Health's ability
to commercialize its products, which could severely harm its business. Even if Wellgistics Health is successful in defending against
these claims, litigation could result in substantial costs and demand on management resources.

 Risks
Related to Being a Public Company

Health incurs increased costs as a result of operating as a public company, and its management will devote substantial time to compliance
with its public company responsibilities and corporate governance practices.

Health incurs significant legal, accounting and other expenses that it did not incur as a private company. As a public company, Wellgistics
Health is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules
adopted, and to be adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements
on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate
governance practices.

Health's management and other personnel currently and will continue to need to devote a substantial amount of time to these public
company requirements. Moreover, Wellgistics Health expects these rules and regulations to substantially increase its legal and financial
compliance costs and to make some activities more time-consuming and costly as compared to when Wellgistics Health was a private company.
Wellgistics Health may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical
accounting knowledge and maintain an internal audit function.

 In
addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations,
and standards are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing
bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to
disclosure and governance practices. Wellgistics Health intends to invest resources to comply with evolving laws, regulations, and standards,
and this investment may result in increased general and administrative expenses and a diversion of management's time and attention
from revenue-generating activities to compliance activities. If Wellgistics Health's efforts to comply with new laws, regulations,
and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and
practice, regulatory authorities may initiate legal proceedings against Wellgistics Health and its business may be adversely affected.

 The
rules and regulations applicable to public companies make it more expensive for Wellgistics Health to obtain and maintain director and
officer liability insurance. These factors could also make it more difficult for Wellgistics Health to attract and retain qualified members
of its board of directors, particularly to serve on Wellgistics Health's audit committee and compensation committee, and qualified
executive officers.

Health's management team has limited experience managing a public company.

 Most
of the members of Wellgistics Health's management team have limited to no experience managing a publicly traded company, interacting
with public company investors and complying with the increasingly complex laws pertaining to public companies. Wellgistics Health's
management team has not worked together at prior companies that were publicly traded and the team may not successfully or efficiently
manage their new roles and responsibilities.

Health's ability to be successful will depend upon the efforts of Wellgistics Health's board of directors and key personnel
and the loss of such persons could negatively impact the operations and profitability of Wellgistics Health's business.

Health's ability to be successful will be dependent upon the efforts of Wellgistics Health's board of directors and key personnel.
Wellgistics Health's cannot guarantee that its board of directors and key personnel will be effective or successful or remain with
Wellgistics Health. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating
a public company, which could cause Wellgistics Health's management to have to expend time and resources helping them become familiar
with such requirements.

 Risks
Related to Ownership of Wellgistics Health's Common Stock

State Law includes anti-takeover provisions.

law contains provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable
by our board of directors, such as:

 authorizing
 the issuance of "blank check" preferred stock that could be issued by our board of directors to increase the number of
 outstanding shares and thwart a takeover attempt;

 establishing
 a classified board of directors so that not all members of our board of directors are elected at one time;

 requiring
 cause to remove directors;

 prohibiting
 the use of cumulative voting for the election of directors;

 limiting
 the ability of stockholders to call special meetings or amend our bylaws;

 requiring
 all stockholder actions to be taken at a meeting of our stockholders; and

 establishing
 advance notice and duration of ownership requirements for nominations for election to the board of directors or for proposing matters
 that can be acted upon by stockholders at stockholder meetings.

 These
provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management to the extent
permitted, whether by our certificate of incorporation, bylaws, or merely as a function of Delaware law. Any provision of our certificate
of incorporation, bylaws, or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the
opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some
investors are willing to pay for our common stock.

 Claims
for indemnification by Wellgistics Health's directors and officers may reduce Wellgistics Health's available funds to satisfy
successful third-party claims against Wellgistics Health and may reduce the amount of money available to Wellgistics Health.

law empowers us to indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided
for therein. In order for such indemnification to be available, the applicable director or officer must not have acted in a manner that
constituted a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must
have acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event
of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful.

 We
may indemnify each of our present and future directors, officers, employees or agents who becomes a party or is threatened to be made
a party to any suit or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal,
administrative, investigative, or otherwise, except an action by or in the right of Wellgistics Health, by reason of the fact that he
is or was a director, officer, employee, or agent of Wellgistics Health, or is or was serving at the request of Wellgistics Health as
a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses,
including, but not limited to, attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit, proceeding or settlement, provided such person acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of Wellgistics Health, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

 The
expenses of directors, officers, employees or agents of Wellgistics Health incurred in defending a civil or criminal action, suit, or
proceeding may be paid by Wellgistics Health as they are incurred and in advance of the final disposition of the action, suit, or proceeding,
if and only if the director, officer, employee or agent undertakes to repay said expenses to Wellgistics Health if it is ultimately determined
by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation.

 No
indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be
returned to Wellgistics Health, if a final adjudication establishes that the person's acts or omissions involved a breach of any
fiduciary duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of
action.

law further provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We
have secured a directors' and officers' liability insurance policy. We expect that we will continue to maintain such a policy.

 If
securities or industry analysts do not publish or cease publishing research or reports about Wellgistics Health, its business, or its
market, or if they change their recommendations regarding Wellgistics Health's securities adversely, the price and trading volume
of Wellgistics Health's securities could decline.

 The
trading market for Wellgistics Health's securities is influenced by the research and reports that industry or securities analysts
may publish about Wellgistics Health, its business, market or competitors. Securities and industry analysts may never publish research
on Wellgistics Health. If no securities or industry analysts commence coverage of Wellgistics Health, Wellgistics Health's share
price and trading volume would likely be negatively impacted. If any of the analysts who may cover Wellgistics Health change their recommendation
regarding Wellgistics Health common stock adversely, or provide more favorable relative recommendations about Wellgistics Health's
competitors, the price of shares of Wellgistics Health common stock would likely decline. If any analyst who may cover Wellgistics Health
were to cease coverage of Wellgistics Health or fail to regularly publish reports on it, Wellgistics Health could lose visibility in
the financial markets, which in turn could cause its share price or trading volume to decline.

 There
can be no assurance that Wellgistics Health will be able to comply with the continued listing standards of Nasdaq.

Health's common stock is listed on Nasdaq under the symbol "WGRX." If Nasdaq delists Wellgistics Health's shares
from trading on its exchange for failure to meet the listing standards, Wellgistics Health and its stockholders could face significant
material adverse consequences including, but not limited to:

 a
 limited availability of market quotations for Wellgistics Health's securities;

 reduced
 liquidity for Wellgistics Health's securities;

 a
 determination that Wellgistics Health common stock is a "penny stock" which will require brokers trading in Wellgistics
 Health common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary
 trading market for Wellgistics Health common stock;

 a
 limited amount of analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Because Wellgistics Health common stock is listed
on Nasdaq, it is a covered security. Although the states are preempted from regulating the sale of Wellgistics Health securities, the
federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While Wellgistics Health is not aware
of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check
companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use
these powers, to hinder the sale of securities of blank check companies in their states. Further, if Wellgistics Health was no longer
listed on Nasdaq, Wellgistics Health's securities would not be covered securities and Wellgistics Health would be subject to regulation
in each state in which Wellgistics Health offers its securities.

 Our
common stock is publicly traded and may be subject to the penny stock rules which may make it more difficult to sell our common stock.

 The
SEC has adopted regulations which generally define a "penny stock" to be any equity security that has a market price, as
defined, less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our common stock
is publicly traded and may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers
who sell to persons other than established customers and accredited investors, such as institutions with assets in excess of $5,000,000
or an individual with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.
For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive
the purchaser's written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of broker/dealers
to sell our securities and also affect the ability of our stockholders to sell their shares in the secondary market.

 An
active market for Wellgistics Health's securities may not develop, which would adversely affect the liquidity and price of Wellgistics
Health's securities.

 The
price of Wellgistics Health's securities may vary significantly due to factors specific to Wellgistics Health as well as to general
market or economic conditions. Furthermore, an active trading market for Wellgistics Health's securities may never develop or,
if developed, it may not be sustained. Holders of Wellgistics Health's securities may be unable to sell their securities unless
a market can be established and sustained.

 The
market price of Wellgistics Health common stock may decline as a result of various market factors.

 Fluctuations
in the price of Wellgistics Health's securities could contribute to the loss of all or part of your investment. Prior to the effectiveness
of the registration statement of which this prospectus forms a part, there has not been a public market for Wellgistics Health common
stock. Accordingly, the valuation ascribed to Wellgistics Health may not be indicative of the price that will prevail in the trading
market. If an active market for Wellgistics Health's securities develops and continues, the trading price of Wellgistics Health's
securities could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond Wellgistics
Health's control. Any of the factors listed below could have a material adverse effect on your investment in Wellgistics Health's
securities and Wellgistics Health's securities may trade at prices significantly below the price you paid for them. In such circumstances,
the trading price of Wellgistics Health's securities may not recover and may experience a further decline.

 The
market price of Wellgistics Health common stock may decline for a number of reasons including if:

 investors
 react negatively to the prospects of Wellgistics Health's business;

 Health's business and prospects is not consistent with the expectations of financial or industry analysts;

 Health does not achieve the perceived benefits of the initial public offering as rapidly or to the extent anticipated by financial
 or industry analysts;

 actual
 or anticipated fluctuations in Wellgistics Health's quarterly financial results or the quarterly financial results of companies
 perceived to be similar to it;

 in the market's expectations about Wellgistics Health's operating results;

 success
 of competitors;

 in financial estimates and recommendations by securities analysts concerning Wellgistics Health or the health care industry in general;

 operating
 and share price performance of other companies that investors deem comparable to Wellgistics Health;

 Health's ability to market new and enhanced products and technologies on a timely basis;

 in laws and regulations affecting Wellgistics Health's business;

 Health's ability to meet compliance requirements;

 commencement
 of, or involvement in, litigation involving Wellgistics Health;

 in Wellgistics Health's capital structure, such as future issuances of securities or the incurrence of additional debt;

 the
 volume of Wellgistics Health's shares of common stock available for public sale; or

 any
 major change in Wellgistics Health's board of directors or management.

 Furthermore,
broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. Certain
companies have at times experienced extreme price run-ups followed by rapid price declines and high volatility unrelated or disproportionate
to the operating performance of the particular companies affected. Recently, this has especially been seen with companies conducting
an initial public offering, particularly among companies with smaller public floats. The trading prices and valuations of these stocks,
and of our securities, may not be predictable and may make it difficult for prospective investors to assess the rapidly changing value
of our securities. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive
to be similar to Wellgistics Health could depress our stock price regardless of our business, prospects, financial conditions or results
of operations. A decline in the market price of our securities also could adversely affect its ability to issue additional securities
and its ability to obtain additional financing in the future.

 Future
sales, or the perception of future sales, by Wellgistics Health or its stockholders in the public market could cause the market price
for Wellgistics Health common stock to decline.

 The
sale of shares of Wellgistics Health common stock in the public market, or the perception that such sales could occur, could harm the
prevailing market price of shares of Wellgistics Health common stock. These sales, or the possibility that these sales may occur, also
might make it more difficult for Wellgistics Health to sell equity securities in the future at a time and at a price that it deems appropriate.

 In
the future, Wellgistics Health may also issue its securities in connection with investments or acquisitions. The amount of shares of
Wellgistics Health common stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding
shares of Wellgistics Health common stock. Any issuance of additional securities in connection with investments or acquisitions may result
in additional dilution to Wellgistics Health stockholders.

Health qualifies as an "emerging growth company" as well as a smaller reporting company within the meaning of the Securities
Act, and if Wellgistics Health takes advantage of certain exemptions from disclosure requirements available to emerging growth companies
or smaller reporting companies, this could make Wellgistics Health's securities less attractive to investors and may make it more
difficult to compare Wellgistics Health's performance with other public companies.

Health qualifies as an "emerging growth company" within the meaning of the Section 2(a)(19) of the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, Wellgistics Health may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies for
as long as Wellgistics Health continues to be an emerging growth company, including, but not limited to: (i) not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive
compensation in Wellgistics Health's periodic reports and proxy statements and (iii) exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
As a result, Wellgistics Health's stockholders may not have access to certain information they may deem important. Wellgistics
Health will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of
Wellgistics Health common stock that is held by non-affiliates exceeds $700 million as of the end of that year's second fiscal
quarter, (ii) the last day of the fiscal year in which Wellgistics Health has total annual gross revenue of $1.235 billion or more during
such fiscal year (as indexed for inflation), (ii) the date on which Wellgistics Health has issued more than $1 billion in non-convertible
debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first
sale of common stock in the initial public offering. Wellgistics Health cannot predict whether investors will find Wellgistics Health's
securities less attractive because it will rely on these exemptions. If some investors find Wellgistics Health's securities less
attractive as a result of its reliance on these exemptions, the trading prices of Wellgistics Health's securities may be lower
than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may
be more volatile.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Wellgistics Health has elected not to
opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates
for public or private companies, Wellgistics Health, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of Wellgistics Health's financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.

 Additionally,
Wellgistics Health qualifies as a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting
companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited
financial statements. Wellgistics Health will remain a smaller reporting company until the last day of the fiscal year in which (i) the
market value of Wellgistics Health common stock held by non-affiliates exceeds $250 million as of the end of that year's second
fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of Wellgistics
Health common stock held by non-affiliates exceeds $700 million as of the end of that year's second fiscal quarter. To the extent
Wellgistics Health takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with
other public companies difficult or impossible.

 Certain
existing stockholders acquired our securities at a price below the current trading price of such securities and may experience a positive
rate of return based on the current trading price.

 Given
the relatively lower purchase prices that some of our stockholders—including certain of our officers and directors—paid to
acquire some of their securities compared to the current trading price of our shares of common stock, these stockholders in some instances
may earn a positive rate of return on their investment, which may be a significant positive rate of return, depending on the market price
of our shares of common stock at the time that such stockholders choose to sell their shares of common stock. Sales of significant amounts
of shares held by our officers and directors, or the prospect of these sales, in the future, could adversely affect the market price
of our common stock. Public stockholders may not be able to experience the same positive rates of return, especially in the case that
our management's stock ownership discourages a potential acquirer from making a tender offer or otherwise attempting to obtain
control of us.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 1C.

 CYBERSECURITY

 We
 have not adopted any formal cybersecurity risk management program or formal processes for assessing, identifying, and managing
 material risks from cybersecurity threats. Our
 board of directors has oversight responsibility for our overall risk management, including cybersecurity risk, and has not
 delegated oversight authority for cybersecurity risks to any committee. We recently obtained SOC-II Type 1 compliance on March 18,
 2025. During the year ended December 31, 2024, we
 did not
 identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business
 strategy, results of operations, or financial condition.

 ITEM
 2.

 PROPERTIES

 We
do not own any real property. We entered into a lease for our current corporate office space at 3000 Bayport Drive, Suite 950, Tampa,
Florida 33607 in May 2024. The lease included a 3-year term, beginning May 2024, and ending June 2027. The office space occupies
approximately 6,200 square feet. The Company holds a 60% share in this lease, with Wellgistics, LLC holding the remaining 40%. The
lease includes a monthly base rent of $18,792. The lease required a security deposit by the Company of $35,855 and Wellgistics, LLC of
$31,871.

 We
believe our current and future facilities are adequate for our current and near-term needs. Additional space may be required as we expand
our activities. We do not currently foresee any significant difficulties in obtaining any required additional facilities.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 In
the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if
any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm
our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued
financial position, results of operations or cash flows, except as otherwise set forth below. However, assessment of the current litigation
or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other
finders of fact, which are not in accord with management's evaluation of the possible liability or outcome of such litigation or
claims.

 As
of the date of this Annual Report, we are not the subject of any legal proceedings that are expected, individually or in the aggregate,
to have a material adverse impact on our financial position or results of operations.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
for Common Stock

 Our
common stock was approved for listing on Nasdaq under the symbol "WGRX", on February 14, 2025. At present, there is a limited
market for our common stock. We have one class of common stock. The transfer agent and registrar for our common stock is Colonial Stock
Transfer Co, Inc.

 Common
Stock and Preferred Stock Outstanding and Holders of Record

 As
of March 20, 2025, we had 51,944,397 shares of common stock outstanding, held by 29 stockholders of record, not including
holders who hold their shares in street name.

 Dividend
Policy

 We
have never paid cash dividends on our capital stock and we currently intend to retain any future earnings to fund the growth of our business.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial
condition, operating results, capital requirements, general business conditions and other factors that the our board of directions may
deem relevant.

 Securities
Authorized for Issuance under Equity Compensation Plans

 Information
regarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report.

 Initial
Public Offering Use of Proceeds

 On
February 24, 2025, we closed our initial public offering, pursuant to which we issued and sold 888,889 shares of common stock at an initial
public offering price of $4.50 per share. The offer and sale of all of the shares of our common stock in the initial public offering
were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333- 280945), which was declared
effective by the SEC on February 14, 2025. Craft Capital Management LLC and D. Boral Capital LLC acted as joint book-runners for the
Company's initial public offering.

 We
received aggregate gross proceeds from the initial public offering of $4 million, or aggregate net proceeds of approximately $3.12 million
after deducting underwriting discounts and commissions and other offering costs. None of the underwriting discounts and commissions or
offering expenses were incurred or paid, directly or indirectly, to (i) our directors or officers or their associates, (ii) persons owning
10% or more of our common stock or (iii) any of our affiliates. There has been no material change in our planned use of the net proceeds
from our initial public offering as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with
the SEC on February 21, 2025.

 Recent
Sales of Unregistered Securities

 Set
forth below is information regarding securities that we issued since January 1, 2022 that were not registered under the Securities Act.
Also included is the consideration received by us for such securities and information relating to the section of the Securities Act,
or rule of the SEC, under which exemption from registration was claimed.

 On
June 16, 2024, we issued 652,353 shares of our Common Stock (after giving effect to the stock splits effected by the Company on October
30, 2024, and December 5, 2024) to Nikul Panchal in connection with our acquisition of Wood Sage.

 On
November 4, 2024, we issued 3,999,335 shares of our Common Stock to Strategix Global LLC, Nomad Capital, LLC, Jouska Holdings LLC, and
Brian Norton in connection with the Wellgistics Acquisition.

 In
each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage
in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing
relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the
Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted
nature of the securities, and placing a legend on the certificates representing the shares. In each case, the offerees were provided
with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent. In addition,
sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited investors
as defined in Rule 501 of the Securities Act. The recipients of securities in each of these transactions acquired the securities for
investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved
in the above transactions.

 Company
Purchases of Equity Securities

 None.

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated
financial statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. See "Cautionary Note Regarding Forward-Looking Statements."
We have no obligation to update any of these forward-looking statements. Our actual results may differ materially from those anticipated
in these forward-looking statements due to many factors, including, but not limited to, those set forth under the heading "Risk
Factors" in this Annual Report. Factors that could cause or contribute to such differences include, but are not limited to, capital
expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below
and elsewhere in this Annual Report. Unless the context otherwise requires, references in this section to "the Company",
"we," "us," "our," "Wellgistics Health" refer to Wellgistics Health, Inc. after giving
effect to the Wood Sage Acquisition and the Wellgistics, LLC Acquisition.

 Overview

 Incorporated
in 2022, Wellgistics Health is a holding company for operating companies centered around pharmaceuticals and healthcare services. Currently,
we own two indirect operating companies, DelivMeds and Wellgistics Pharmacy, through an intermediary—Wood Sage—and one direct
operating company, Wellgistics LLC.

LLC

LLC was founded in 2013. In 2017, Strategix Global, LLC acquired a majority interest in Wellgistics LLC. Wellgistics LLC is a 50-state
FDA licensed and NABP-accredited pharmaceutical wholesaler distributor, bridging the gap between small- to mid-size pharmaceutical manufacturers
and independent retail pharmacies. Serving over 5,000 registered pharmacies nationwide, we provide significant value by offering competitive
pricing, unique products, and exceptional service, while also promoting manufacturers' products to a diverse range of pharmacies.
Our primary focus is on supporting independent retail pharmacies in search of better products, prices, and services, thereby ensuring
their growth and sustainability in the competitive pharmaceutical sector. As Wellgistics Health acquired Wellgistics LLC upon the closing
of the Wellgistics Acquisition, Wellgistics LLC now serves as the wholesale arm of Wellgistics Health's healthcare ecosystem.

LLC provides distribution and 3PL services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60 manufacturing relationships, we identify niche therapeutic products and work with our manufacturing clients to increase market access
and visibility of our client relationships with product awareness and support campaigns. Specifically, we help promote product distribution
through our network of pharmacy buyers by providing sales and marketing support. These services include providing product education,
identifying opportunities for therapeutic substitution when clinically relevant, and cost savings opportunities for pharmacies and their
patients. Wellgistics LLC's portfolio of products is comprised of 65% topical generics with a primary focus on the dermatology
market, 20% oral generic formulations primarily in the non-narcotic pain category, 10% oral and topical brand formulations, and 5% in
the over-the-counter market space. Our investments in cold chain infrastructure will position this division to compete in the specialty-lite
therapy category while also expanding our ability to house additional branded products. The services provided to our manufacturing clients,
pharmacy buyers, and other constituents described below are paramount to the revenue generated from this division.

Tech & Hub, LLC dba DelivMeds (f/k/a Alliance Pharma Solutions, LLC)

was founded in 2017 as a holding company for technology solutions wholly owned by Integral. In 2020, DelivMeds recommissioned its technology
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, DelivMeds established several
key differentiators for the its hub. These differentiators included various integrations of the hub with pharmacy management software
systems and pharmacy point of sale systems, among others such that DelivMeds would serve as an end-to-end patient-centric solution automating
the prescription journey. Powered by Wellgistics Pharmacy as the backend pharmacy, DelivMeds is the frontend technology serving as the
middleware between all key stakeholders referenced in what we refer to as the 5P-Model: Patients, Providers, Pharmacies, Payors or PBMs,
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. We work with channel partners such as pharmaceutical manufacturers, provider
groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered pharmacy
services. DelivMeds' business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy and
subsequently transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data to
improve its respective business operation and or improve its renumeration from the value-based services the clinical concierge arm provides.
As previously mentioned, Wood Sage acquired DelivMeds in August 2023. As discussed below and elsewhere in this Annual Report, Wellgistics
Health acquired Wood Sage in June 2024. DelivMeds now serves as the middleware technology arm to Wellgistics Health's integrated
healthcare ecosystem.

Pharmacy, LLC (f/k/a Community Specialty 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
carriers. Wellgistics Pharmacy maintains a call center and customer support within its pharmacy located in Tampa, Florida. Wellgistics
Pharmacy has several 340B relationships, acting as the dispensing pharmacy for these healthcare facilities. These relationships help
drive revenue and prescription volume. Our relationship with Wellgistics LLC along with our deep-rooted ties to other wholesalers enables
Wellgistics Pharmacy to offer a competitive cash-based formulary for the uninsured and underinsured patient populations. Wellgistics
Pharmacy continues to see an uptick in utilization, as more patients elect to pay out of pocket due to our low-cost model, which Wellgistics
Pharmacy believes is an opportunity to gain market share with small- to medium-size employer groups in a partnership model with other
consumer driven healthcare companies. The services that Wellgistics Pharmacy provides to its patients and other constituents are vital
to the revenue and prescription volume generated from this division. Wellgistics Pharmacy now serves as the backbone of Wellgistics Health's
healthcare ecosystem.

Health, Inc.

 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. Our patient-centric approach combined with innovative healthcare applications positions
us to shift the dynamic of care to revolve around the patient for a wide range of therapeutic conditions. We offer a full spectrum of
integrated solutions by leveraging the synergies of our business segments to address access, care coordination, dispensing, delivery,
and clinical management of pharmaceutical products ranging from "specialty-lite" to general maintenance conditions.

 Prior
to closing the Wood Sage Acquisition, Wellgistics Health did not generate revenues. Upon closing of the Wood Sage Acquisition and the
Wellgistics Acquisition, our revenues are derived from (i) pharmaceutical dispensing of products, (ii) care management services we deliver
to patients and offer to pharmaceutical manufacturing clients, and (iii) SaaS fees for use of our platform technology services, and (iv)
product procurement and distribution to independent pharmacies. We closed the Wood Sage Acquisition in June 2024 and closed the Wellgistics
Acquisition in August 2024. However, while Wellgistics Health, Wood Sage, and Wellgistics LLC previously were separate entities, each
of the three companies have shared common office space, comarketed solutions to the marketplace, and leveraged financial and back-office
support prior to June 2024.

 Our
ability to source and distribute pharmaceutical products to our pharmacy and network of independent pharmacy partners throughout the
U.S. will adequately position us to negotiate greater discounts based on market share. Our digital pharmacy, including its hub and clinical
services technology platform, will be poised to add significant value in this key specialty-lite market by providing patients access
and convenience, while providing partners with ready-to-go market solutions with big data.

 Data released from the Centers for Medicare
& Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to $4.5 trillion and accounted for 17.3%
of gross domestic product ("GDP"), with an expected increase in the health spending share of GDP to 19.7% by 2032. A deeper
dive of this report reveals that total retail prescription drug spending from 2021 to 2022 increased by 8.4% to $405.9 billion. IQVIA'S
2024 report on medicine spending trends found that overall spending in the U.S. market for medicines reached $435 billion in 2023. It
is well documented in the literature that the specialty drug market accounts for less than 10% of total drugs in the market but is responsible
for greater than 50% of the prescription drug spend per annum. After evaluating reasons for increased healthcare expenditure, poor medication
adherence continues to be a challenge that causes unnecessary strain on the healthcare system, including, but not limited to, increased
hospital admissions and readmissions rates from medication non-compliance and adverse events. Many of these factors are preventable by
empowering patient autonomy in their healthcare journey, identifying cost savings opportunities, and providing access to clinical resources
and support.

 Our
business model primely positions us to address the prescription spend in the "specialty lite" therapy area while improving
patient health outcomes by equipping patients with our innovative digital health tools. Our pharmacy business will expand its service
coverage area while strengthening its clinical expertise in several key therapeutic categories, including services such as care coordination
and patient financial assistance. Furthermore, our partner relationships will enable us to offer a competitive cash formulary as an alternative
option when high insurance deductibles make it economically feasible. Our wholesale operations will expand as we continue to partner
and establish new manufacturer relationships. With many of these new relationships, we will provide sales and clinical education support
to the pharmacies purchasing these products. We have also strategically identified opportunities to wholesale products that are normally
not carried by the three largest wholesalers in the United States. We will carve out exclusivity or semi- exclusive relationships based
on a time period to ensure we are maximizing our revenues. New partnerships with group purchasing organizations are expected to be effective,
as we increase the business divisions' visibility with all or many of the member pharmacies. Our technology division, which comprises
a novel platform performing pharmacy hub and clinical services, will be connected to our pharmacy network enabling us to operate as a
digital pharmacy and hub. Wellgistics Health's pharmacy network leverages the bricks and mortar of independent, locally-owned pharmacies,
that are rooted in their communities, to create a powerful network capable of delivering Rx's in hours. This channel represents
over 19,000 pharmacies across the United States, servicing 1.3 billion prescriptions annually representing a $47 billion market at wholesale
cost.

 Our
mobile application for patients will provide an end-to-end solution for digitizing the prescription journey. The solution helps to preserve
patient autonomy, improve prescription price transparency, and provide additional concierge services in an effort to boost medication
adherence and improve patient outcomes. We will aggregate the data collected from our solution to provide comprehensive reports that
are tied to medication adherence and outcomes to make a meaningful impact for all stakeholders involved. We will monetize this valuable
data with manufacturers, payors and providers.

 Key
Components of Results of Operations

 We
are an early-stage company, and our historical results may not be indicative of our future results for reasons that may be difficult
to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable
to our historical or future results of operations.

 Revenues

Health is a holding company specifically formed to hold operating companies. We did not generate any revenue prior to the Wood Sage Acquisition,
but now expect to generate all of our revenues through DelivMeds, Wellgistics Pharmacy, and Wellgistics LLC. Although Wellgistics Health
may add other sources of revenue through the acquisition of other operating companies in the future, Wellgistics Health currently does
not have any such plans.

Health will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending. For example,
increases in prescription drug costs could impact consumers ability to afford initial or on-going therapy. Wellgistics Health's
focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing
costs. Additionally, consumer discretionary funds could be reduced, impacting the ability to pay for digital services and subscription
models that Wellgistics Health offers. If inflation continues to increase, sourcing and procuring specialty lite products may prove to
be capital intensive. Wellgistics Health may not be able to adjust prices sufficiently to offset the effect without negatively impacting
consumer demand or Wellgistics Health's gross margin. All of these inflationary risk factors could materially and adversely impact
Wellgistics Health's business operations, financial condition and results of operations.

Pharmacy recognizes product revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, when we transfer promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. Wellgistics Pharmacy fills prescriptions for prescription and over-the-counter drugs written by a provider and
recognizes revenue at the time the patient confirms the prescription order for payment of co-pays.

 Expenses

 Research
and Development Expense

 Our
research and development expenses will consist primarily of internal and external expenses incurred in connection with our research activities
and development programs. These expenses will include, but are not limited to, software development, integrations with pharmacy management
systems, development supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation,
(consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs will
be expensed as incurred.

 Sales
and Marketing Expense

 Sales
and marketing expenses will consist of personnel and personnel-related expenses, including stock-based compensation for our business
development team as well as trade events participation, public relations, white paper development, social media, pharmacy trade and patient
materials, advertising, sales collateral, syndicated data fees, and other marketing expenses. We expect to increase our sales and marketing
activities to grow our customer base and increase market share. We also expect that our sales and marketing expenses will increase over
time as we continue to hire additional personnel to scale the business.

 General
and Administrative Expense

 General
and administrative expenses currently consist of business development, consulting, and information technology development and support
and third-party software expenses. On October 17, 2022, Wood Sage entered into the MSA, to cover the costs of ongoing software development
and all other operational-related costs to ensure that the development and operations would continue seamlessly without interruption
or delays.

 In
the future, general and administrative expenses will consist primarily of personnel-related costs (including salaries, bonuses, benefits,
and stock-based compensation expense) for personnel in executive, finance, accounting, corporate development and other administrative
functions. General and administrative expenses will also include legal fees, professional fees paid for accounting, auditing, consulting,
tax, and investor relations services, insurance costs, facility costs not otherwise included in research and development expenses. Following
Wellgistics Health's registration as a public company, also include public company expenses such as costs associated with compliance
with the rules and regulations of the SEC and the stock exchange.

 Income
Tax (Benefit) Expense

 Our
income tax provision will consist of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable
credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We will maintain
a valuation allowance against the full value of our U.S. and state net deferred tax assets because we believe the recoverability of the
tax assets is more likely than not.

 Results
of Operations

 For
Year Ended December 31, 2024, Compared to Year Ended December 31, 2023

 Nine
 Months Ended

 September
 30,

 2024

 2023

 (Unaudited
 Actual)

 Net
 sales

 $
 18,128,831

 $
 -

 Cost
 of sales

 $
 16,361,517

 $
 -

 Gross
 profit

 $
 1,767,314

 $
 -

 Total
 operating expenses

 $
 7,912,446

 $
 2,880,603

 Loss
 from operations

 $
 (6,145,132
)

 $
 (2,880,603
)

 Total
 other income (expense)

 $
 (711,094
)

 $
 -

 Net
 loss

 $
 (6,856,226
)

 $
 (2,895,684
)

 Revenues
and Cost of Revenues

 Net
sales were $18,128,831 for the year ended December 31, 2024, consisting of revenues derived from Wellgistics Pharmacy operations after
the closings of the Wood Sage Acquisition on June 16, 2024, and the Wellgistics Acquisition on August 30, 2024. Cost of revenues for
the same period was $16,361,517. The Company did not earn revenue for the year ended December 31, 2023.

 General
and Administrative Expense

 General
and administrative expenses were $6,797,782 for the year ended December 31, 2024, compared to $2,880,603 for the year ended December
31, 2023. The increase was primarily due to the acquisition of Wellgistics LLC in 2024. General and administrative expenses include personnel
costs, and professional fees including audit, tax and legal.

 Depreciation
and amortization

 Depreciation
and amortization was $1,114,664 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023. This included
amortization of $1,047,048, which relates to intangible assets identified from acquisitions of Wood Sage and Wellgistics, LLC. Depreciation
expense of $67,616 relates to fixed assets acquired from the Wellgistics acquisition.

 Interest
Expense

 Interest
expense was $831,467 and $15,081 for the years ended December 31, 2024 and 2023, respectively. Interest expense in 2024 was incurred
on Wellgistics Health's outstanding notes and merchant cash advance agreement.

 Liquidity
and Capital Resources

 Liquidity

 Our
future cash needs are expected to include cash for operating activities, working capital, purchases of property and equipment, strategic
investments, development, and expansion of facilities. We will fund our operations primarily through operating cash flows, the issuance
of debt and the sale of equity securities. We expect to generate positive cash flow from the operations in 2025 due to the annual revenue
generated from Wood Sage and Wellgistics LLC. In order to proceed with our business plan, we may need to raise additional funds through
the issuance of debt, equity or other commercial arrangements that may not be available to us when needed or on terms that we deem favorable.
To the extent we raise additional capital through the sale of equity or convertible securities, our stockholders' ownership interests
will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our
common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting
or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or
declaring dividends. If we are unable to obtain sufficient financial resources, our business, financial condition and results of operations
may be materially and adversely affected. We may be required to delay, limit, reduce or terminate parts of its strategic business plan
or future commercialization efforts. There can be no assurance that we will be able to obtain financing on acceptable terms.

 Our
short-term liquidity requirements include initiatives related to the (i) expansion of existing facilities and upgrade of equipment in
order to increase operational capacity, (ii) recruitment of additional employees to increase operational and business needs, upgrade
of information technology, and (iii) continued buildout of corporate functions and public company compliance requirements, inclusive
of accounting and legal fees. Our long-term liquidity requirements include initiatives related to (a) strategic acquisitions mean to
further the development of our health ecosystem such as electronic health record systems, (b) expansion of micro-distribution centers
for wholesale and other wholly owned pharmacies in strategic demographic regions, (c) investments into artificial intelligence, machine
learning, and data warehousing capabilities, and (d) additional integrations with third-party partners such as PMS systems, ride-sharing
logistics providers, enterprise health systems, and others to bolster the value proposition of our health ecosystem with a focus on improving
operational efficiency while simultaneously removing interdependencies.

 Debt

 In
September 2023, the Company entered into two short-term note agreements for aggregate proceeds of $350,000. One note for $100,000 bears
interest at 8% per annum and the Company will issue 35,000 shares of common stock upon a SPAC or merger. The other note for $250,000
is non-interest bearing and the Company will issue 5,000 shares of common stock upon a SPAC or merger. In May 2024, Scienture, a related
party, repaid the $250,000 note on behalf of the Company, and the note is no longer outstanding. In January 2024, the Company entered
into a short-term note agreement for proceeds of $250,000. The note bears interest at 2% per annum and matures on May 18, 2024. As of
the date of these consolidated financial statements, the note was fully repaid and is no longer outstanding.

 On
January 20, 2023, Wood Sage, Wellgistics Pharmacy—operating under the name Community Specialty Pharmacy, LLC—and Scienture,
entered into a Membership Interest Purchase Agreement (the "CSP MIPA"), pursuant to which Scienture sold and Wood Sage acquired
Wellgistics Pharmacy. That same date, Wood Sage, DelivMeds—operating under the name Alliance Pharma Solutions, LLC—and Scienture
entered into a Membership Interest Purchase Agreement (the "APS MIPA"), pursuant to which Scienture sold and Wood Sage acquired
one hundred percent (100%) of the membership interest it owned in DelivMeds. On 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 MIPA. No later than 30 days after a change in control to Wood
Sage, the aggregate unpaid principal balance of the Note will be due and payable by Wood Sage. As of the date of these financial statements, the note is still outstanding
and the parties mutually agreed for an extension.

 On
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 installments commencing on the first anniversary of the date that registration statement
becomes effective. As of December 31, 2024, the calculated interest was $425,000. As of December 31, 2024, $5,000,000 was included as
a current liability on the consolidated balance sheet and the remaining $10,000,000 was classified as long-term.

 On
October 11, 2024, the Company entered a merchant cash advance agreement with a third-party lender. This advance is secured by expected
future sales transactions of the Company with expected payments on weekly basis. The Company received total proceeds of $1,500,000 against
future receivables of $2,236,500. During the year ended December 31, 2024, the Company made total cash repayments of $402,570, including
principal repayments of $185,500 and interest expense of $217,070. As of December 31, 2024, $1,314,500 remained outstanding, of which
$1,259,415 was included as a current liability on the consolidated balance sheet and the remaining $55,085 was classified as long-term.

 In
November 2024, Wellgistics, LLC entered into a new credit agreement with for a line of credit of $10,000,000 replacing the former line
of credit. The new line of credit has interest annual rate equal to the Term SOFR plus 11.5%, calculated and prorated daily on the daily
balance. The new line of credit is collateralized by accounts receivable and inventory balances. Interest related to the line of credit
amounted to $159,740 for the year ended December 31, 2024. The outstanding balance on the line of credit as of December 31, 2024 was
$5,531,260, which is included as a current liability on the consolidated balance sheet. The Company assumed the initial revolving line
of credit as part of the Wellgistics acquisition.

 In
May 2022, Wellgistics, LLC entered into a promissory note agreement 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 (an existing
subsidiary of Wellgistics LLC). The promissory note bears interest at a rate of 2% per annum and will mature on April 1, 2025. Interest
expense related to the promissory note was immaterial for the year ended December 31, 2024. As of December 31, 2024 the amount outstanding
is $137,141, which is included as a current liability on the consolidated balance sheet. The Company assumed this debt as part of the
Wellgistics acquisition.

 Dividends

 We
intend to retain future earnings, if any, for future operations, expansion and debt repayment (if any) and we have no current plans to
pay any cash dividends for the foreseeable future. In addition, our ability to pay dividends is likely to be limited by covenants of
any future indebtedness. There are no, and we do not intend in the future for there to be any, restrictions in the covenants of any existing
and outstanding indebtedness on our wholly-owned subsidiaries from distributing earnings in the form of dividends, loans or advances
and through repayment of loans or advances to us.

 Cash
Flow

 The
following table summarizes our cash flows from operating, investing, and financing activities:

 Year Ended

 2024

 2023

 Net cash used in operating activities

 $
 (511,918
)

 $
 (349,136
)

 Net cash provided by investing activities

 $
 469,072

 $
 -

 Net cash provided by financing activities

 $
 1,069,818

 $
 350,500

 Net change in cash and cash equivalents

 $
 1,026,972

 $
 1,364

 Cash
from operating activities

 Net
cash used in operating activities for the year ended December 31, 2024 was $511,918, primarily due to our net loss of $6,856,226, partially
offset by non-cash expense of $2,289,148, and $4,055,160 in cash used in operating assets and liabilities.

 Net
cash used in operating activities in 2023 was primarily a result of our net loss of $2,895,684 partially offset by changes in operating
assets and liabilities of $2,546,548.

 Cash
from investing activities

 Net
cash provided by investing activities for the year ended December 31, 2024, was $469,072, primarily due to cash acquired in the Wood
Sage Acquisition and Wellgistics Acquisition, partially offset by $377,288 in payments made for intangible assets under development and
$85,008 for a lease security deposit.

 Cash
from financing activities

 Net
cash provided by financing activities for the year ended December 31, 2024, was $1,069,818, primarily due to proceeds received from merchant
cash advances and a new revolving line of credit totaling $2,070,980, partially offset by offering costs and repayment of note payable
totaled $1,011,162.

 Net
cash provided by financing activities in 2023 consists of $350,000 in proceeds from a note payable and $500 in proceeds from founder
common stock.

 Off-Balance
Sheet Arrangements

the years presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.

 Critical
Accounting Policies and Estimates

 Our
financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of
the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount
of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate
or assumption to be critical when (i) the estimate or assumption is complex in nature or requires a high degree of judgment and (ii)
the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our
significant accounting policies are described in Note 1 to our financial statements included elsewhere in this proxy statement/prospectus.

 Our
critical accounting policies include:

 Revenue
Recognition

 The
Company adopted Accounting Standards Codification ("ASC") 606 upon inception.

 To
determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the
following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii)
determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize
revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it
is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the
customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or
services promised within each contract and determined those that were performance obligations, and assessed whether each promised good
or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective
performance obligation when (or as) the performance obligation is satisfied.

 A
performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in
ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Company's website. Customers
generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms
for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have
been given terms extending out to 45 days.

LLC.

 The
Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions,
which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents
chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such,
knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All
revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected
from customers for goods not yet delivered is recorded as unearned revenue. The company recognizes a refund liability if it receives
consideration from a customer and expects to refund some or all of that consideration to the customer. A refund liability is measured
at the amount of consideration received (or receivable) for which the company does not expect to be entitled (that is, amounts not included
in the transaction price). The refund liability (and corresponding change in the transaction price and, therefore, the contract liability)
is updated at the end of each reporting period for changes in circumstances.

Pharmacy

 The
Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time
the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize
revenue.

 Step
One: Identify the contract with the customer — The prescription is written by a doctor for a customer and delivered to the Company.
The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer
the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for
the reimbursement to the Company prior to filling of the prescription.

 Step
Two: Identify the performance obligations in the contract — Each prescription is distinct to the Customer.

 Step
Three: Determine the transaction price — The consideration is not variable. The transaction price is determined to be the price
of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit
managers, insurance companies and government agencies).

 Step
Four: Allocate the transaction price — The price of the prescription invoiced represents the expected amount of reimbursement from
third party payors. There is no difference between contract price and "stand-alone selling price".

 Step
Five: Recognize revenue when or as the entity satisfies a performance obligation — Revenue is recognized upon the delivery of the
prescription.

 Business
Combinations

 The
Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price
of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated
fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement
period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined,
to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business,
the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that
are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as
it is a "smaller reporting company, " as defined by Rule 229.10(f)(1).

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTAL DATA

 TABLE
OF CONTENTS TO FINANCIAL STATEMENTS

 Consolidated
Financial Statements

 Table
of Contents

 Report of Independent Registered Public Accounting Firm (Firm ID: 6727)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Stockholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes
 to the Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and Board of Directors of Wellgistics Health, Inc. (f/k/a Danam Health, Inc.)

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Wellgistics Health, Inc. and the subsidiaries (the "Company")
as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, consolidated statements of
stockholders' equity (deficit) and consolidated statements of cash flows for each of the two years in the period ended December
31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024,
in conformity with Generally Accepted Accounting Principles of United States of America.

 Matters
related to Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs,
it may be required to reduce the scope of its planned development. The company has suffered losses from operations and has an accumulated
deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The company is not required to have nor we have engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 F- 2

 Critical
Audit Matter

 The
critical audit matter communicated below is the matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that:

 (1)
 relates
 to accounts or disclosures that are material to the consolidated financial statements and

 (2)
 involved
 our especially challenging, subjective, or complex judgments.

 The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which they relate.

 Fair
value of identified other intangible assets in acquisition

 Description
of the matter

 As
discussed in Note 1 and Note 3 to the consolidated financial statements, on June 16, 2024 and August 30, 2024, the Company acquired Wood
Sage, LLC. and subsidiaries (Wood Sage) and Wellgistics, LLC. respectively in transactions accounted for as business combinations. In
connection with the Wood Sage acquisition, the Company identified intangible assets, which are solely customer relationships whose acquisition-date
fair value was $393,853. In connection with Wellgistics, LLC acquisition, the Company identified intangible assets as trademark and customer
relationships whose acquisition-date fair value were $10,143,137 and $11,256,067 respectively.

 We
identified the evaluation of the acquisition-date fair value of these identified intangible assets as a critical audit matter. A high
degree of subjective auditor judgment was required to evaluate the key assumptions within the discounted cash flows model used to estimate
the acquisition-date fair value of the identified intangible assets, specifically the revenue growth rate, margin, and discount rate.
There was limited observable market information related to these assumptions and the estimated acquisition-date fair value of the identified
intangible assets were sensitive to minor changes in such assumptions.

 How
We Addressed the Matter in our Audit

 The
following are the primary procedures we performed to address this critical audit matter.

 We
 evaluated the work of the Company's specialist, and the methods used for valuation.

 We
 evaluated whether the methods used by the specialist were appropriate under the circumstances,
 taking into account the requirements of the applicable financial reporting framework.

 We
 evaluated if the discount rates used by the specialist were reasonable by comparing it to
 the discount rates that were developed using publicly available market data.

 We
 evaluated if the useful lives of the intangible assets were reasonable and in accordance
 with the applicable financial reporting framework.

 We
determined that there are no other critical audit matters.

 /s/ Suri & Co., Chartered
Accountants

 We
have served as the Company's auditors since 2022.

 Place:
 Chennai, India

 Date:
 March 25, 2025

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 2024

 2023

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 1,028,336

 $
 1,364

 Accounts receivable, related party

 271,298

 Accounts receivable, net

 2,453,517

 -

 Prepaid expenses

 -

 Inventories, net

 9,518,608

 -

 Due from related parties

 1,021,000

 337,000

 Deferred offering costs

 875,385

 -

 Total current assets

 15,168,668

 338,364

 Property, plant and equipment, net

 388,180

 -

 Intangible assets under development

 1,618,017

 -

 Operating lease, right-of-use-assets

 1,528,128

 -

 16,219,929

 -

 Other intangible assets, net

 20,746,009

 -

 Note receivable

 139,771

 -

 Investments in unconsolidated entity

 17,671

 -

 Other assets

 1,421,269

 -

 Deposits

 85,008

 -

 Total assets

 $
 57,332,650

 $
 338,364

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 $
 6,308,754

 $
 1,038,672

 Accounts payable, related party

 25,500

 -

 25,500

 -

 Accrued expenses and other liabilities

 4,320,417

 1,782,333

 Due to related parties

 4,944,770

 67,793

 Due to seller

 -

 Due to related parties

 -

 Current portion of debt obligations

 11,927,816

 -

 Operating lease liabilities- current portion

 519,490

 -

 Total current liabilities

 38,046,747

 2,888,798

 Notes payable

 10,100,000

 350,000

 Note payable, related party

 1,300,000

 -

 Note payable

 1,300,000

 -

 Loan payable

 55,085

 -

 Operating lease liabilities

 1,096,372

 -

 Total liabilities

 $
 50,598,204

 $
 3,238,798

 Commitments and contingencies (See Note 14)

 -

 -

 Stockholders' equity (deficit):

 Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 51,055,508 and 44,720,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 5,105

 4,472

 Additional paid-in capital

 16,486,501

 ( 3,972
)

 Accumulated deficit

 ( 9,757,160
)

 ( 2,900,934
)

 Total stockholders' equity (deficit)

 6,734,446

 ( 2,900,434
)

 Total liabilities and stockholders' equity (deficit)

 $
 57,332,650

 $
 338,364

 The
accompanying notes are an integral part of these financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 2024

 2023

 Year Ended

 2024

 2023

 Net sales

 $
 18,128,831

 $
 -

 Cost of sales

 16,361,517

 -

 Gross profit

 1,767,314

 -

 Operating expenses:

 General and administrative

 6,797,782

 2,880,603

 Depreciation and amortization

 1,114,664

 -

 Total operating expenses

 7,912,446

 2,880,603

 Loss from operations

 ( 6,145,132
)

 ( 2,880,603
)

 Other income/(expense)

 Interest expense, net

 ( 831,467
)

 ( 15,081
)

 Other income

 120,373

 -

 Total other income/(expense), net

 ( 711,094
)

 ( 15,081
)

 Net loss before income taxes

)

)

 Provision for income taxes

 -

 -

 $
)

 $
)

 Weighted average common shares outstanding - basic and diluted

 47,252,081

 44,720,000

 Net loss per common share - basic and diluted

 $
 ( 0.15
)

 $
 ( 0.06
)

 The
accompanying notes are an integral part of these financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Additional

 Total

 Common Stock

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Equity (Deficit)

 Balance at December 31, 2022

 -

 $
 -

 $
 -

 $
 ( 5,250
)

 $
 ( 5,250
)

 Common stock issued to founders

 44,720,000

 4,472

 ( 3,972
)

 -

 -

 -

 -

)

)

 Balance at December 31, 2023

 44,720,000

 $
 4,472

 $
 ( 3,972
)

 $
 ( 2,900,934
)

 $
 ( 2,900,434
)

 Balance

 44,720,000

 $
 4,472

 $
 ( 3,972
)

 $
 ( 2,900,934
)

 $
 ( 2,900,434
)

 Common stock issued for services

 1,341,600

 680,666

 -

 680,800

 Common stock issued to employees

 820,612

 410,224

 -

 410,306

 Common stock issued pursuant to business combinations

 4,173,296

 15,399,583

 -

 15,400,000

 -

 -

 -

)

)

 Balance at December 31, 2024

 51,055,508

 $
 5,105

 $
 16,486,501

 $
 ( 9,757,160
)

 $
 6,734,446

 Balance

 51,055,508

 $
 5,105

 $
 16,486,501

 $
 ( 9,757,160
)

 $
 6,734,446

 The
accompanying notes are an integral part of these financial statements.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2024

 2023

 2024

 2023

 Cash flows from operating activities:

 $
)

 $
)

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

 Bad debt

 93,378

 -

 Stock-based compensation

 1,081,106

 -

 Depreciation

 67,616

 -

 Amortization

 1,047,048

 -

 Changes in operating assets and liabilities:

 Accounts receivable, net

 ( 40,081
)

 -

 Inventories, net

 ( 72,356
)

 -

 Prepaid expenses

 11,435

 -

 Other assets

 ( 587,539
)

 -

 ( 882,315
)

 1,033,422

 Accrued expenses and other liabilities

 1,564,576

 1,782,333

 Operating lease liabilities, net

 22,091

 -

 Due from / to related parties, net

 3,326,274

 ( 269,207
)

 Net cash used in operating activities

 ( 1,224,993
)

 ( 349,136
)

 Cash flows from investing activities:

 Cash acquired in business combinations

 931,368

 -

 Investments in intangible assets under development

 ( 377,288
)

 -

 Deposits paid for operating leases

 ( 85,008
)

 -

 Net cash provided by investing activities

 469,072

 -

 Cash flows from financing activities:

 Offering costs incurred and paid

 ( 162,310
)

 -

 Repayment of Seller Promissory Note

 ( 135,777
)

 -

 Net proceeds received from new revolving line of credit

 756,480

 -

 Proceeds from Merchant cash advance

 1,314,500

 -

 Proceeds received from note payable

 -

 350,000

 Proceeds received for common stock issued

 10,000

 -

 Common stock issued to founders

 -

 Net cash provided by financing activities

 1,782,893

 350,500

 Net change in cash and cash equivalents

 1,026,972

 1,364

 Cash and cash equivalents at beginning of year

 1,364

 -

 Cash and cash equivalents at end of year

 $
 1,028,336

 $
 1,364

 Supplemental disclosure of cash flow information:

 Cash paid for income taxes

 $
 -

 $
 -

 Cash paid for interest

 $
 332,847

 $
 -

 Supplemental disclosure of non-cash investing and financing activities:

 Assets acquired in business combinations

 $
 38,906,585

 $
 -

 Liabilities assumed in business combinations

 $
 14,726,514

 $
 -

 Common stock issued pursuant to business combinations

 $
 15,400,000

 $
 -

 Repayment of note payable by related party on behalf of Company

 $
 250,000

 $
 -

 Note payable issued pursuant to business combination

 $
 15,000,000

 $
 -

 Liabilities payable pursuant to business combination

 $

 $
 -

 The
accompanying notes are an integral part of these financial statements.

 F- 7

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 Note
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The
Company was initially organized in the name of Ayan Sponsors LLC on September 6, 2022. It was subsequently incorporated in the name Danam
Health, Inc. (the "Company"/ "us"/ "we"/ "our") as a Delaware Corporation that was registered
on November 15, 2022, The Company's headquarters are in Tampa, Florida.

 The
Company is a parent company for various existing and planned strategic businesses centered around pharmaceuticals and healthcare services.
As a micro health ecosystem, our portfolio of companies consists of a pharmacy, wholesale operations, and a technology division with
a novel platform for hub and clinical services. We are focused on improving the lives of patients while delivering unique solutions for
pharmacies, providers, pharmaceutical manufacturers, and payors.

 In
January 2023 and May 2023, the Company entered into separate definitive agreements with the owners of Wood Sage LLC ("Wood Sage")
and Wellgistics LLC, respectively, whereby the Company would acquire all of the respective outstanding membership interests of Wood Sage
and Wellgistics LLC. In June 2024, the Company and Wood Sage entered into an amended and revised definitive agreement and closed on the
Wood Sage Acquisition, thereby making Wood Sage a wholly owned subsidiary. In connection with the Wood Sage Acquisition, the Company
acquired Wood Sage's two operating subsidiaries, Alliance Pharma Solutions LLC d/b/a DelivMeds (n/k/a Wellgistics Tech &
Hub, LLC) ("DelivMeds")—a pharmaceutical technology hub—and Community Specialty Pharmacy, LLC (n/k/a Wellgistics Pharmacy, LLC) ("Wellgistics
Pharmacy")—a retail community
specialty pharmacy.

 On
August 30, 2024, the Company closed on the Wellgistics Acquisition, thereby making Wellgistics LLC—a company focused on wholesale
operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant
to improve market access to and patient outcomes regarding the medications—a wholly owned subsidiary.

 On
October 4, 2024, the Company changed its corporate name to "Wellgistics Health, Inc." (referred as "Wellgistics Health/WGRX/"the
Company"/ "we"/ "us"/ "our"") by filing a duly authorized Certificate of Amendment to
its Certificate of Incorporation.

 As
such, Wellgistics Health currently exists as a holding company with Wood Sage as a directly held intermediate holding company subsidiary,
DelivMeds and Wellgistics Pharmacy as indirect operating subsidiaries, and Wellgistics LLC as a direct operating subsidiary.

 Initial
Public Offering

 On
February 20, 2025, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Craft Capital Management
LLC (the "Underwriters"), relating to the Company's initial public offering (the "Offering" or "IPO")
of 888,889 shares of common stock, par value at a public offering price of $ 4.50 per share, generating gross proceeds of $ 4,000,000.

 The
shares of common stock were offered and sold pursuant to the Company's Registration Statement on Form S-1 (File No. 333-280945),
originally filed with the U.S. Securities and Exchange Commission (the "Commission") on July 22, 2024, and later amended
(as amended, the "Registration Statement"). The Registration Statement was declared effective by the Commission on February
14, 2025. The closing of the Offering took place on February 24, 2025. A final prospectus describing the terms of the offering was filed
with the Commission on February 21, 2025.

 The
Company's common stock commenced trading on the Nasdaq Capital Market LLC on February 21, 2025, under the symbol "WGRX".
The IPO generated net proceeds to the Company of approximately $ 3.1 million, after deducting underwriting discounts and commissions
and other estimated offering expenses. The Company intends to use the net proceeds from the offering to increase its capitalization,
provide financial flexibility, and enhance visibility into the marketplace as well as to create a public market for the common stock
and for general corporate purposes, including establishing working capital, funding marketing initiatives, and facilitating capital expenditures.
See Note 16.

 F- 8

 Acquisition
of membership interest in Wood Sage LLC

 In
January 2023, Wellgistics Health entered into a Membership Interest Purchase Agreement (the "Wood Sage MIPA") with Nikul
Panchal, an individual resident of the State of Florida ("Seller"). The Seller owns all of the membership interest in
Wood Sage LLC, a Florida limited liability company (the "Company"). Upon the closing of the transaction contemplated in
the Wood Sage MIPA, Seller will own one hundred percent ( 100 %)
of the membership interests in Wellgistics Pharmacy and DelivMeds which the Seller will sell and Wellgistics Health will acquire in
exchange for (i) Four Hundred Thousand Dollars ($ 400,000)
and (ii) all amounts due and payable to Seller from Wellgistics Health under the Management Agreement, (the "Closing
Payment").

 In
January 2023, the parties above entered into an Amendment to the Wood Sage MIPA, pursuant to which the parties revised the Closing Payment
to Four Hundred Thousand Dollars ($ 400,000) plus any amounts owed under the Management Services Agreement (as defined in the Wood Sage
MIPA).

 In
April 2023, the parties above entered into an Amendment to the Wood Sage MIPA, pursuant to which the parties revised the closing of the
said agreement from April 30, 2023 to September 30, 2024. Upon the closure of the said transaction, Wellgistics Health will own 100 %
of the membership interests in the Company as a part of the business combination (Refer below).

Health and Mr. Panchal amended and restated this agreement in June 2024, whereby the parties revised the closing payment to be made by
Wellgistics Health to Mr. Panchal to be 173,961 (after giving effect to the stock split effected by the Company on October 30, 2024 and
the reverse stock split on December 05, 2024) shares of Wellgistics Health common stock. The shares issued by Wellgistics Health to Mr.
Panchal were meant to approximate total cash compensation of $ 400,000 with a 20 % discount. Mr. Panchal currently is WGRX's President
of Healthcare Operations in addition to being a Wellgistics Health stockholder.

 On
June 16, 2024, Wellgistics Health completed its acquisition of Wood Sage.

 Wood
Sage was formed as a limited liability company on June 26, 2014.

Tech & Hub, LLC (DelivMeds)

was founded in 2017 as a holding company for technology solutions, wholly owned by Integral Health, Inc. ("Integral").
In 2020, APS recommissioned its DelivMeds project so that it would serve as a pharmaceutical hub, facilitating prescription transfer
and clinical concierge services to a network of independent pharmacies. After conducting an extensive market research survey
focusing on competition, established several key differentiators for the DelivMeds hub. These differentiators included various
integrations of the hub with pharmacy management software systems and pharmacy point of sale systems, among others such that
DelivMeds would serve as an end-to-end patient-centric solution automating the prescription journey. Powered by Wellgistics Pharmacy as the backend
pharmacy, DelivMeds is the frontend technology serving as the middleware between all key stakeholders referenced in what is referred
to as the 5P-Model: Patients, Providers, Pharmacies, Payors or PBMs, and Pharmaceutical Manufacturing Companies.

aims to preserve patient autonomy, improve price transparency, and aide in making a meaningful impact on patient outcomes by eliminating
barriers to therapy while simultaneously boosting adherence. Delivmeds works with channel partners such as pharmaceutical manufacturers,
provider groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered
pharmacy services. DelivMeds' business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy and subsequently
transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data to improve its respective
business operation and or improve its renumeration from the value-based services the clinical concierge arm provides. Wood Sage acquired
DelivMeds in August 2023 and Wellgistics Health acquired Wood Sage in June 2024 as discussed above. DelivMeds now serves as the middleware technology
arm to Wellgistics Health's integrated healthcare ecosystem.

 F- 9

Pharmacy, LLC

 Wellgistics Pharmacy, was founded in 2011 as a retail community specialty
pharmacy. Specializing in HIV/AIDS, the pharmacy obtained URAC and ACHC accreditations for Specialty Pharmacy and also performed general
pharmacy services in its community. In 2018, Integral acquired Wellgistics Pharmacy and relocated Wellgistics Pharmacy to Tampa, Florida.
Subsequently, Wellgistics Pharmacy expanded its business operations to perform 340B services by partnering with local clinics and provider
groups. During this time period, the pharmacy initiated its pursuit of additional pharmacy state licenses to convert Wellgistics Pharmacy's
business to a mail order pharmacy. Currently, Wellgistics Pharmacy is licensed in 32 states and the District of Columbia, with superb
license coverage along the east coast. As a result of this strategic business shift Wellgistics Pharmacy's leadership team chose
to voluntarily forfeit Wellgistics Pharmacy's specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal
standard operating procedures and performs all of the functions of a specialty pharmacy.

 Wellgistics Pharmacy provides general and specialty pharmacy services dedicated
to servicing the needs of patients, as well as clinical expertise, technology-driven innovation tools, and administrative efficiencies
that support physicians, payers, and pharmaceutical manufacturers. Wellgistics Pharmacy purchases pharmaceuticals including specialty
medications from manufacturers and wholesale distributors, fills prescriptions, labels, packages and delivers these pharmaceuticals to
patients' homes or physicians' offices through contract couriers or carriers. Wellgistics Pharmacy maintains a call center
and customer support within its pharmacy located in Tampa, Florida. Wellgistics Pharmacy has several 340B relationships, acting as the
dispensing pharmacy for these healthcare facilities. These relationships help drive revenue and prescription volume. Our relationship
with Wellgistics along with our deep-rooted ties to other wholesalers enables Wellgistics Pharmacy to offer a competitive cash-based formulary
for the uninsured and underinsured patient populations. Wellgistics Pharmacy continues to see an uptick in utilization, as more patients
elect to pay out of pocket due to our low-cost model, which Wellgistics Pharmacy believes is an opportunity to gain market share with
small- to medium-size employer groups in a partnership model with other consumer driven healthcare companies. The services that Wellgistics
Pharmacy provides to its patients and other constituents are vital to the revenue and prescription volume generated from this division.

 Wood Sage acquired Wellgistics Pharmacy in August 2023 and Wellgistics
Health acquired Wood Sage in June 2024 as discussed above. Wellgistics Pharmacy now serves as the backbone of Wellgistics Health's
healthcare ecosystem.

 Acquisition
of Wellgistics, LLC

 On
May 11, 2023, Wellgistics Health entered into a membership interest purchase agreement (the "Wellgistics MIPA") with Wellgistics,
LLC ("Wellgistics"), Strategix, Nomad Capital, LLC, and Jouska Holdings LLC (each, a "Seller" and collectively,
"Sellers"). Upon the closing of the transaction contemplated in the Wellgistics MIPA, Sellers will sell and Wellgistics Health
will acquire all of the outstanding membership interests of Wellgistics.

 The
Parties amended the Wellgistics MIPA on August 4, 2023 extending the last day by which the Purchase Agreement ("Amendment")
could be consummated to December 26, 2023 and the Parties desire to amend the Purchase Agreement and Amendment to modify such date;

 The
Parties amended the Wellgistics MIPA on December 26, 2023 extending the last day by which the Purchase Agreement ("Second Amendment")
could be consummated to March 29, 2024 and the Parties desire to amend the Purchase Agreement and Amendment to modify such date;

 The
Parties further amended the Wellgistics MIPA on March 22, 2024 ("Third Amendment") to clarify the language and extend certain
deadlines related to Earn-Out Payments and Bonus Payments. Additionally, it has been agreed unilaterally by the Sellers in the event
that this Agreement fails to close by August 31,2024, Wellgistics Health may but is not required to pay Seller a non-refundable sum of
One Hundred Fifty Thousand Dollars ($ 150,000.00) ("Extension Fee") which shall automatically extend the Closing deadline
by thirty (30) days. Buyer may pay the Extension Fee no more than three (3) times for a total of no more than a ninety (90) day extension.
The Extension Fee is Non-Refundable under any circumstances. The Extension Fee shall be applied to and reduce the cash payable to Sellers
at Close if the sale is completed.

 F- 10

 On
August 23, 2024, Wellgistics Health and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the
purchase price to be paid by Wellgistics Health for acquiring Wellgistics LLC, the closing date of the transaction, and certain other
terms and conditions. The purchase price that Wellgistics Health agreed to pay Wellgistics LLC under the revised agreement consists of:

 a
 closing cash payment of $ 10 million, which is due no later than the earlier of 45 calendar
 days following effectiveness of the registration statement filed with SEC and August 30,
 2025;

 a
 promissory note in the aggregate principal amount of $ 15 million plus simple interest accruing
 annually equal to the "Prime Rate" as published by the Wall Street Journal
 on January 1 of the applicable year, together payable in three equal annual installments
 commencing on the first anniversary of the date that the registration statement becomes effective;

 earn-out
 payments in the form of Wellgistics Health common stock equaling an aggregate value of $10
 million paid in three equal annual installments plus contingent earnout payments in the form
 of Wellgistics Health common stock in an aggregate amount of up to $5 million based on certain
 financial metrics; and

 bonus
 payments consisting of 50% cash and 50% Wellgistics Health common stock to the extent that
 Wellgistics Health's EBITDA is in excess of 110% of certain established targets for
 each of the years ended December 31, 2024, December 31, 2025, and December 31, 2026.

 The
Financial Contingent Bonus Payments will vest, and therefore will no longer be subject to repurchase by Wellgistics Health, according
to the following terms:

 For
 the calendar year ending December 31, 2024: (i) 222,185 shares of Wellgistics Health common
 stock if the gross sales of Wellgistics Health are greater than or equal to $47.2 million,
 and (ii) 222,185 shares of Wellgistics Health common stock if the net operating income of
 Wellgistics Health prior to the provision for (a) interest expense and interest income, (b)
 federal, state, local and foreign taxes based on the income or profits, and (c) depreciation
 and amortization ("EBITDA") of Wellgistics Health is greater than or equal to
 $4.2 million. However, each metric will have been deemed to have been met if the final financial
 metrics are at least ninety percent (90%) of each target. Further, the largest number of
 shares that can vest in calendar year 2024 is capped at 444,370 shares.

 For
 calendar year ending December 31, 2025: (i) 222,185 shares of Wellgistics Health common stock
 if the gross sales of Wellgistics Health are greater than or equal to $57.7 million, and
 (ii) 222,185 shares of Wellgistics Health common stock if the EBITDA of Wellgistics Health
 is greater than or equal to $6.5 million. However, each metric will have been deemed to have
 been met if the final financial metrics are at least ninety percent (90%) of each target.
 Further, the largest number of shares that can vest in calendar year 2025 is capped at 444,370
 shares.

 For
 calendar year ending December 31, 2026: (i) 222,185 shares of Wellgistics Health common stock
 if the gross sales of Wellgistics Health are greater than or equal to $63.5 million, and
 (ii) 222,186 shares of Wellgistics Health common stock if the EBITDA of Wellgistics Health
 is greater than or equal to $7.5 million. However, each metric will have been deemed to have
 been met if the final financial metrics are at least ninety percent (90%) of each target.
 Further, the largest number of shares that can vest in calendar year 2026 is capped at 444,371
 shares.

 On
August 30, 2024, Wellgistics Health closed on the Wellgistics Acquisition, thereby making Wellgistics LLC a wholly owned subsidiary of
Wellgistics Health.

 On
November 4, 2024, Wellgistics Health and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million
respective earn-out share awards into an immediate share issuance of 3,999,335 shares of restricted Wellgistics Health common stock.
2,666,223 shares vest in equal annual installments. 1,333,112 shares vest only upon the achievement of certain financial metrics. In
the event the stated metrics for the applicable year are not achieved, Wellgistics Health shall repurchase the applicable portion of
the 1,333,112 unvested shares for nominal consideration of $0.0001 per share.

 F- 11

 Merger
Agreement — Wellgistics Health, Inc. and Assure Holdings, Corp.

 On
February 12, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Assure Holdings,
Corp. ("Assure") and Assure Merger Corp., a newly formed wholly-owned subsidiary of Assure ("Assure Merger").
Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction
by the stockholders of Assure and Wellgistics Health, Assure Merger would have been merged with and into Wellgistics Health (the "Merger"),
with Wellgistics Health surviving the Merger as a wholly-owned subsidiary of Assure.

 On
April 8, 2024, Assure made a convertible promissory note in the principal amount of $ 1,000,000 in favor of Wellgistics Health (the "Promissory
Note"). The note bears interest at 10 % per annum and matured on July 22, 2024. The note was convertible upon a financing event
or upon a sale transaction.

 On
June 13, 2024, Wellgistics Health terminated the Merger Agreement and Wellgistics Health management is considering the exercise of its
rights under the Merger Agreement, including, but not limited to, accelerating the maturity date of the Promissory Note, seeking payment
of $ 1,000,000 in termination fees, and any other remedies available pursuant to the Merger Agreement or in law. As of the issuance date
of these financial statements, no amounts have been received from Assure. The Company provided a full allowance for credit loss of this
note receivable as of December 31, 2024 as collectability cannot be reasonably assured.

 Basis
of Presentation and Principles of Consolidation

 The
Company's fiscal year ends on December 31.

 The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S.GAAP") in all material respects and have been consistently applied in preparing the accompanying financial
statements.

 The
consolidated financial statements include the financial statements of Wood Sage since the acquisition on June 16, 2024 and Financial
statements of Wellgistics, LLC since the acquisition on August 30, 2024. All inter-company balances and transactions are eliminated on
consolidation.

 Stock
Split

 On
October 30, 2024, the
Company effected a forward stock split of all issued and outstanding shares of common stock at a ratio of 1-to-1,677,000. The
Company also amended its Certificate of Incorporation to authorize 500,000,000
shares of common stock, par value $ 0.0001
per share from 10,000 shares of common stock, $ 0.001 par value per share to the amendment. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and
notes thereto have been adjusted retroactively, where applicable, to reflect the stock split.

 On
December 5, 2024, the Company effected a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1-for-3.75.
Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have
been adjusted retroactively, where applicable, to reflect the reverse stock split.

 F- 12

 Use
of Estimates

 The
preparation of the Company's financial statements in conformity with U.S.GAAP requires the Company to make estimates and assumptions
that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered
and certain amounts disclosed in the notes to the financial statements. These estimates are based on information available through the
date of the issuance of the financial statements and actual results could differ from those estimates. Areas requiring significant estimates
and assumptions by the Company include, but are not limited to:

 provisions
 for income taxes and related valuation allowances and tax uncertainties

 business
 combinations and purchase price allocations

 recoverability
of long-lived assets and their related estimated lives

 fair
 value of long-term debt and notes receivable

 evaluation
 of goodwill for impairment

 accruals
 for estimated liabilities

 evaluation
 of equity method investments and

 net-realizable
 value of inventory

 Comprehensive
Loss

 Comprehensive loss includes net loss as well as other changes in stockholders'
equity that result from transactions and economic events other than those with stockholders. There was no difference between net loss
and comprehensive loss presented in the financial statements for the year ended December 31, 2024 and 2023.

 Segment
Reporting

 The
Company's chief operating decision-maker is its Chief Executive Officer, who makes resource allocation decisions and assesses performance
based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating
decision-maker, or anyone else, for any planning, strategy and key decision-making regarding operations. Accordingly, the Company has
a single reportable segment and operating segment structure.

 Cash
and Cash Equivalents

 Cash
and cash equivalents consist of cash on hand, certificates of deposits and money market funds that are readily convertible into cash,
all with original maturity dates of three months or less.

 Concentration
of Credit Risks and Major Customers

 Financial
instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The
Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits.

 Customer
Concentration Risk

 For
the year ended December 31, 2024, sales to Wells Pharmacy Network and Axia Medical Solutions exceeds 10 % of the Company's total
revenue. Sales to Wells Pharma represented approximately 19 % of total revenue, and sales to Axia Medical Solutions represented approximately
 12 % of total revenue. The Company's reliance on these major customers presents a concentration risk. The loss of either of these
customers or a significant reduction in their orders could have a material adverse effect on the Company's financial performance.
The Company continues to focus on efforts to diversify its customer base to mitigate such risks.

 Income
Taxes

 The
Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method,
deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities
using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when
it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits
for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting
date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be
sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement
with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than
50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

 F- 13

 Fair
Value of Financial Instruments

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction
between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs that market participants would use in pricing the asset or liability and are developed based on market data
obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions of what
market participants would use in pricing the asset or liability based on the best information available in the circumstances. The financial
and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
The hierarchy is presented down into three levels based on the reliability of the inputs.

 Level 1

 Quoted prices are available in active markets for identical
assets or liabilities.

 Level 2

 Observable inputs other than quoted prices in active markets
for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs
that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3

 Unobservable pricing inputs that are generally less observable
from objective sources, such as discounted cash flow models or valuations.

 The
carrying amounts of cash, accounts receivable, note receivable, deposits, accounts payable, accrued liabilities and short-term debt approximate
their fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value
because the debt is based on current rates at which the Company could borrow funds with similar maturities.

 Accounts
Receivable, Net

 Accounts
receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are due from various customers and are shown
net of applicable reserves for doubtful accounts as shown on the face of the balance sheet. There were no accounts that had been placed
on non-accrual status. The allowance for doubtful accounts has been estimated by management based on historical experience, current market
trends and, for larger customer accounts, their assessment of the ability of the customers to pay outstanding balances. Past due balances
and other higher risk amounts are reviewed individually for collectability. Changes in circumstances relating to the collectability of
accounts receivable may result in the need to increase or decrease the allowance for doubtful accounts in the future.

 The
company provides for 95 % of the accounts receivable which are due over the period of 90 days. The Company recognized bad debt expense
of $ 93,378 and $ 0 within general and administrative expenses for the year ended December 31, 2024 and 2023, respectively.

 Inventories,
Net

 Inventories
are stated at the lower of cost and net realizable value. Cost is determined on a first in first out ("FIFO") basis. Cost
of inventory is determined as the sum of the applicable expenditures and charges directly or indirectly incurred in bringing an article
to its existing condition and location. On a quarterly basis, we evaluate inventory for net realizable value using estimates based on
historical experience, current or projected pricing trends, specific categories of inventory, age and expiration dates of on-hand inventory
and manufacturer return policies. If actual conditions are less favorable than our assumptions, additional inventory write-downs may
be required, and no reserve is maintained as obsolete or expired inventories are written off. We believe that the inventory valuation
provides a reasonable approximation of the current value of inventory.

 F- 14

 Property,
Plant and Equipment, Net

 Property,
plant and equipment, net ("PP&E") is stated at cost less accumulated depreciation and amortization and any accumulated
impairment losses. Depreciation and amortization are computed using the straight-line method over the assets' estimated useful
lives. The estimated useful lives of PP&E are as follows:

 Equipment
– 5 – 10 years

 Furniture
and Fixtures – 7 years

 Software
– 3 – 5 years

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

 Major
renewals and improvements are capitalized. Replacements, maintenance, and repairs, which do not significantly improve or extend the useful
life of the assets, are expensed when incurred.

 Upon
the sale or retirement of assets, costs and the related accumulated depreciation and amortization are removed from the accounts and any
gain or loss is included in the results of operations.

 The
Company evaluates its long-lived assets or asset groups for indicators of possible impairment by determining whether there were any triggering
events that could impact the Company's assets. If events or changes in circumstances indicate the carrying amount of an asset or
asset group may not be recoverable the Company performs a comparison of the carrying amount to future net undiscounted cash flows expected
to be generated by such asset or asset group. Should an impairment exist, the impairment loss is measured based on the excess carrying
value of the asset over the asset's fair value generally determined by estimates of future discounted cash flows.

 The
Company has no t identified any such impairment losses for the year ended December 31, 2024 and 2023.

Assets under Development

 Research
expenditures are recognized as an expense and development expenditures that meet specified criteria are recognized as the cost of an
intangible asset. The Company has begun capitalizing the expenses related to the Delivmeds application as management has determined that
the Company's application has crossed the research phase and has begun development. As per ASC 350-40, the Company capitalizes
costs in the application development stage. Costs related to preliminary project activities and post implementation activities are expensed
as incurred.

 As
of December 31, 2024, the Company capitalized $ 1,618,017 in capitalized intangibles under development pertaining to the Delivmeds platform
via its DelivMeds subsidiary.

 Revenue
Recognition

 The
Company adopted Accounting Standards Codification ("ASC") 606 upon inception.

 To
determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the
following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii)
determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize
revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it
is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the
customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or
services promised within each contract and determined those that were performance obligations, and assessed whether each promised good
or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective
performance obligation when (or as) the performance obligation is satisfied.

 F- 15

 A
performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in
ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Company's website. Customers
generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms
for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have
been given terms extending out to 45 days.

 Wellgistics,
LLC

 The
Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions,
which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents
chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such,
knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All
revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected
from customers for goods not yet delivered is recorded as unearned revenue. The company recognizes a refund liability if it receives
consideration from a customer and expects to refund some or all of that consideration to the customer. A refund liability is measured
at the amount of consideration received (or receivable) for which the company does not expect to be entitled (that is, amounts not included
in the transaction price). The refund liability (and corresponding change in the transaction price and, therefore, the contract liability)
is updated at the end of each reporting period for changes in circumstances.

Pharmacy

 The
Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time
the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize
revenue.

 Step
One: Identify the contract with the customer — The prescription is written by a doctor for a customer and delivered to the Company.
The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer
the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for
the reimbursement to the Company prior to filling of the prescription.

 Step
Two: Identify the performance obligations in the contract — Each prescription is distinct to the Customer.

 Step
Three: Determine the transaction price — The consideration is not variable. The transaction price is determined to be the price
of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit
managers, insurance companies and government agencies).

 Step
Four: Allocate the transaction price — The price of the prescription invoiced represents the expected amount of reimbursement from
third party payors. There is no difference between contract price and "stand-alone selling price".

 Step
Five: Recognize revenue when or as the entity satisfies a performance obligation — Revenue is recognized upon the delivery of the
prescription.

 F- 16

 Disaggregation
of Revenue

 The
following is a summary of the disaggregation of revenue for the years ended December 31, 2024 and 2023:

 SCHEDULE OF DISAGGREGATION OF REVENUE

 2024

 2023

 Year Ended

 2024

 2023

 Product revenue - distribution services

 $
 17,669,468

 $
 -

 Pharmacy retail sales

 352,363

 -

 Third party logistics services

 107,000

 -

 Net sales

 $
 18,128,831

 $
 -

 Leases

 The
Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are
classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease
liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's
incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset
is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset
result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of
the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

 In
calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company
excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes
rent expense on a straight-line basis over the lease term.

 Business
Combinations

 The
Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price
of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated
fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement
period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined,
to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business,
the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that
are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

is an asset representing the excess cost over the fair market value of net assets acquired in business combinations. In accordance with
Intangibles - Goodwill and Other (Topic 350), goodwill is not amortized but is tested annually for impairment or on an interim basis
when indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. The Company's reporting
units discrete financial information is available and management regularly reviews the operating results. For purposes of impairment
testing, goodwill is allocated to the applicable reporting units based on the reporting structure.

 The
Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited
to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments and
financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying
value of a reporting unit exceeds its estimated fair value, a quantitative test is required.

 F- 17

 The
Company also has the option to proceed directly to the quantitative test. Under the quantitative impairment test, the estimated fair
value of each reporting unit is compared to its carrying value, including goodwill. If the carrying value of the reporting unit including
goodwill exceeds its fair value, an impairment charge equal to the excess would be recognized, up to a maximum amount of goodwill allocated
to that reporting unit. Management can resume the qualitative assessment in any subsequent period for any reporting unit.

 For
December 2024, management performed a qualitative impairment assessment of our reporting units, of which there were no indications that
it was more likely than not that the fair value of our reporting units were less than their respective carrying values. As such, a quantitative
goodwill test was not required, and no goodwill impairment was recognized during the year ended December 31, 2024.

Assets

 In
connection with the Wood Sage acquisition, the Company identified intangible assets, which are solely customer relationships (see Note
3). The Company amortizes the customer relationships intangible on a straight-line basis over a useful life of eight years.

 In
connection with Wellgistics, LLC acquisition, the Company identified intangible assets such as trademark and customer relationships (see
Note 3). The Company amortizes the trademark and customer relationship intangibles on a straight-line basis over a useful life of nine
and six years, respectively.

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

 Impairment
of Long-Lived Assets

 The
Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be
recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total
of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess
of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or
the fair value less costs to sell.

 Offering
Costs

 The
Company complies with the requirements of ASC 340-10-S999-1. Prior to the completion of an offering, offering costs are capitalized.
The deferred offering costs are charged to stockholders' equity upon the completion of an offering or to expense if the offering
is not completed. As of December 31, 2024, the Company had capitalized $ 875,385 in deferred offering costs. Deferred offering costs includes
professional fees incurred including legal, accounting, underwriting and advisory in connection with the Company's equity offering.

 As
of December 31, 2024, management assessed the recoverability of the capitalized deferred offering costs which were incurred throughout
2024. Management believes that these costs should not be impaired as they still provide economic benefits for the Company's potential
public offering. All initial offering costs incurred have enabled the Company to achieve and maintain SEC effectiveness, which is a key
component of the Company's ability to undergo a successful initial public offering. Management will continue to monitor any further
delay or abandonment of the contemplated public offering. If any further delays are expected, the Company may have to impair a substantial
portion, or all, of its deferred offering costs.

 Stock-Based
Compensation

 The
Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company
measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the
grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of
the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method.
For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable
that the performance condition will be achieved.

 F- 18

 The
Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient's
costs are classified. There are no outstanding unvested stock-based compensations as at December 31, 2024 and 2023.

 Recent
Accounting Pronouncements

 The
Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements.
The pronouncements did not have any material impact on the financial statements unless otherwise disclosed., and the Company does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.

 ASU
2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, establishes incremental disaggregation of income tax
disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning
after December 15, 2024, and requires prospective application with the option to apply it retrospectively. We intend to adopt this standard
in our Annual Report on Form 10-K for the year ending December 31, 2025. We are currently evaluating the potential impact of adopting
this standard on our disclosures.

 ASU 2024-03, Income Statement— Reporting
Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requires
disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining
expense amounts not separately disaggregated. This standard is effective for annual reporting periods beginning after December 15, 2026,
and requires prospective application with the option to apply it retrospectively. We are currently evaluating the potential impact of
adopting this standard on our disclosures and we intend to adopt this as and when applicable.

 Note
2. GOING CONCERN

 The
Company has a net loss of $ 6,856,226 for the year ended December 31, 2024 and an accumulated deficit of $ 9,757,160 as of December 31,
2024. The Company's situation raises a substantial doubt on whether the entity can continue as a going concern in the next twelve
months.

 The
Company's ability to continue as a going concern in the next twelve months following the date the financial statements were available
to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations
and deploy such to produce profitable operating results.

 Management
Plans

 Management
has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs.

 There
are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient
amount of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial
condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

 F- 19

 The
Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about
the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.

 NOTE
3. BUSINESS COMBINATIONS

 The
Company evaluated the acquisition of Wood Sage, with its subsidiaries DelivMeds and Wellgistics Pharmacy, and Wellgistics, LLC pursuant to ASC 805 and ASU 2017-01,
Topic 805, Business Combinations. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities
assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill
recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise
from the acquisition.

 The
Company has made an allocation of the purchase price in regard to the Wood Sage and Wellgistics, LLC acquisition related to the assets
acquired and the liabilities assumed as of the purchase date.

 Wood
Sage

 The
following table summarizes the preliminary purchase price allocation of Wood Sage:

OF PRELIMINARY PURCHASE PRICE ALLOCATION

 Total

 Cash and cash equivalents

 $
 30,255

 Accounts receivables

 82,831

 Inventories

 49,533

 1,550,081

 Customer relationship - Intangibles

 393,853

 Intangible assets under development

 1,240,729

 Due to related parties

 ( 616,703
)

 ( 815,081
)

 Note payable

 ( 1,300,000
)

 Other current liabilities

 ( 215,498
)

 Purchase price consideration

 $

 On
June 16, 2024, in connection with the acquisition of Wood Sage, the Company issued 173,961 shares of Wellgistics Health common stock
(after giving effect to the stock split effected by the Company on October 30, 2024 and the reverse stock split on December 05, 2024).
These shares were issued to approximate total cash compensation of $ 400,000.

 F- 20

 The
following table summarizes the preliminary purchase price allocation of Wellgistics, LLC:

OF PRELIMINARY PURCHASE PRICE ALLOCATION

 Total

 Cash and cash equivalents

 $
 901,113

 Accounts receivable, net

 2,695,280

 Inventories

 9,396,719

 14,669,848

 Customer relationship - Intangibles

 11,256,067

 Trademark - Intangibles

 10,143,137

 Other assets

 833,730

 Note receivable

 139,771

 Prepaid expenses and other assets

 11,959

 Property, plant and equipment, net

 455,796

 Investments in unconsolidated entity

 17,671

 Operating lease, right of use asset

 1,258,141

 ( 4,649,741
)

 Accrued expenses and other liabilities

 ( 758,009
)

 Current portion of debt obligations

 ( 5,047,698
)

 Operating lease liability

 ( 1,323,784
)

 Purchase price consideration

 $
 40,000,000

 The
following is a summary of the preliminary purchase price consideration per the Wellgistics acquisition:

OF PRELIMINARY PURCHASE PRICE CONSIDERATION

 Cash payment - due to seller

 $
 (1)

 Note payable

 15,000,000
 (2)

 Common stock issued

 15,000,000
 (3)

 Purchase price consideration

 $
 40,000,000

 (1)
 Represents
 the cash consideration pursuant to the Wellgistics acquisition, which is reflected as due
 to seller on the consolidated balance sheet. As per the Wellgistics agreement, the closing
 cash payment of $ 10 million which is due no later than the earlier of 45 calendar days following
 effectiveness of the registration statement and August 30, 2025. The Company's initial
 recognition of this component is recorded as a current liability at its fair value.

 (2)
 Represents
 the note payable issued to the Wellgistics sellers. As per the Wellgistics agreement, the
 principal of the note is $ 15,000,000, payable in three equal annual installments commencing
 on the first anniversary of the date that the registration statement becomes effective. The
 Company's initial recognition of this component is to record the issuance of the note
 payable at fair value, which is estimated to be $ 15,000,000, out of which $ 5,000,000 is payable
 in 2025 and hence classified under current liabilities and the balance $ 10,000,000 under
 non-current liabilities.

 (3)
 Represents
 the issuance of 3,999,335 shares of restricted common stock pursuant to the Wellgistics MIPA.
 This includes 2,666,223 shares of restricted common stock, equaling a value of approximately
 $ 10 million, which shall be restricted for transfer for a period of three years. A third
 of these shares shall be vested annually, whereby transfer restrictions no longer exist once
 vested. The consideration also includes 1,333,112 shares of restricted common stock, equaling
 a value of approximately $ 5 million, whereby the vesting of this tranche is based on the
 achievement of certain financial metrics. The vesting occurs in tranches over 3 years. The
 1,333,112 shares are subject to repurchase at the option of Wellgistics Health if the said
 financial metrics are not achieved. As of the issuance date of these financial statements,
 the Company determined it is probable that the shares shall vest and not be subject to repurchase.
 The Company's initial recognition of this component is to account for the issuance
 of 3,999,335 shares of restricted common stock at a fair value of $ 15,000,000 as equity consideration
 included within the total purchase price consideration, including the recognition of $ 400
 as common stock for the par value of the shares issued and $ 14,999,600 recognized as additional
 paid-in capital. The Company recognized the issuance of the 3,999,335 shares in its statement
 of changes in stockholders' equity, recognized within the issued and outstanding shares.

 F- 21

is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible
assets that qualify for separate recognition. The goodwill is not deductible for tax purposes.

 The
results of Wood Sage, including its subsidiaries DelivMeds and Wellgistics Pharmacy, and Wellgistics, LLC have been included in the consolidated financial statements
since the date of their acquisitions. Wood Sage's revenue and net loss included in the consolidated financial statements since
the acquisition date were $ 352,363 and $ 1,029,752, respectively. Wellgistics, LLC's revenue and net loss included in the consolidated
financial statements since the acquisition date were $ 17,776,468 and $ 711,625 respectively.

 Unaudited
Pro Forma Financial Information

 The
following unaudited pro forma financial information presents the Company's financial results as if the Wood Sage and Wellgistics,
LLC acquisition had occurred as of January 1, 2023. The unaudited pro forma financial information is not necessarily indicative of what
the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma
financial information is not indicative of, nor does it purport to project, the Company's future financial results. The unaudited
pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result
from the acquisition:

OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

 Year Ended

 2024

 2023

 Net sales

 $
 45,749,628

 $
 34,454,310

 $
 ( 11,057,302
)

 $
 ( 12,772,688
)

 Net loss per common share

 $
 ( 0.23
)

 $
 ( 0.29
)

 Note
4. ACCOUNTS RECEIVABLE, NET

 Accounts
receivable, net consist of the following:

OF ACCOUNTS
RECEIVABLE, NET

 2024

 2023

 Billed – Third Party

 $
 3,394,112

 $
 -

 Billed – Affiliates

 271,298

 -

 Total Accounts Receivable

 3,665,410

 -

 Less: Allowance for doubtful accounts

 ( 940,596
)

 -

 Total accounts receivable, net

 $
 2,724,814

 $
 -

 Note
5. INVENTORIES, NET

 Inventory
consists of stock that was purchased by Wellgistics, LLC in 2020 from First Defense Nasal Screen Corp ("FDNS"). An ongoing
legal dispute between the Company and the supplier has been settled where the Company was awarded $ 4.6 million. The award was not accounted
for due to the uncertainty of receipt. Following the bankruptcy filing of FDNS the court awarded the complete possession of the inventory
to the Company and Vide the United States Bankruptcy Court order dated March 15, 2023, the entity is in receipt of a monthly plan payment
of $ 3,014 for the FDNS from March 2023 which has been included in other income in the consolidated statements of operations.

 Inventory
consists of the following:

OF INVENTORY

 2024

 2023

 2024

 2023

 FDNS

 $
 6,717,373

 $
 -

 Finished goods

 3,034,836

 -

 Total inventory, at cost

 9,752,209

 -

 Less: reserve for expired goods

 ( 233,601
)

 -

 Inventories, net

 $
 9,518,608

 $
 -

 F- 22

 Note
6. PROPERTY, PLANT AND EQUIPMENT, NET

 Property,
plant and equipment consist of the following:

OF PROPERTY, PLANT AND EQUIPMENT, NET

 2024

 2023

 Leasehold Improvements

 $
 766,467

 $
 -

 Equipment

 589,208

 -

 Furniture & Fixtures

 152,161

 -

 Property, plant and equipment, gross

 1,507,836

 -

 Less: Accumulated Depreciation

 ( 1,119,656
)

 -

 Property, plant and equipment, net

 $
 388,180

 $
 -

 Depreciation
expense for the year ended December 31, 2024 and 2023 amounted to $ 67,616 and $ 0, respectively.

 Note
7. INTANGIBLE ASSETS

assets consist of the following:

 SCHEDULE OF INTANGIBLE ASSETS

 2024

 2023

 Internal development costs - Delivmeds

 $
 1,618,017

 $
 -

 Customer relationships – Wood Sage acquisition

 393,853

 -

 Customer relationships - Wellgistics acquisition

 11,256,067

 -

 Trademark - Wellgistics acquisition

 10,143,137

 -

 Intangible assets, gross

 21,793,057

 -

 Accumulated amortization

 ( 1,047,048
)

 -

 Intangible assets, net

 $
 20,746,009

 $
 -

assets of $ 393,853 represent customer relationships identified and measured at fair value pursuant to the Wood Sage business combination
(see Note 3). The Company recorded amortization of $ 26,841 during the year ended December 31, 2024 pertaining to these intangible assets.

assets of $ 11,256,067 and $ 10,143,137 represent customer relationships and trademarks, respectively, identified and measured at fair
value pursuant to the Wellgistics, LLC business combination (see Note 3). The Company recorded amortization of $ 637,330 pertaining to
customer relationships and $ 382,876 pertaining to the trademark during the year ended December 31, 2024.

 F- 23

 The
following table represents the future amortization of intangibles assets:

OF FUTURE AMORTIZATION OF INTANGIBLES ASSETS

 Year Ended December 31,

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 5,484,717

 Intangible assets

 20,746,009

 Note
8. ACCRUED EXPENSES AND OTHER LIABILITIES

 Accrued
expenses and other liabilities consist of the following:

OF ACCRUED
EXPENSES AND OTHER LIABILITIES

 2024

 2023

 2024

 2023

 Accrued personnel costs

 $
 3,112,470

 $
 1,300,000

 Accrued professional and other fees

 347,829

 480,000

 Credit card obligation

 110,201

 -

 Unearned revenue

 245,765

 -

 Accrued interest

 504,152

 2,333

 Accrued expenses and other liabilities

 $
 4,320,417

 $
 1,782,333

 Note
9. DEBT

 Outstanding
debt consists of the following:

OF OUTSTANDING
DEBT

 2024

 2023

 Merchant cash advance

 $
 1,259,415

 $
 -

 Note payable - owners of Wellgistics

 5,000,000

 -

 Revolving line of credit

 5,531,260

 -

 Seller promissory note

 137,141

 -

 Current portion of debt obligations

 11,927,816

 -

 Merchant cash advance

 $
 55,085

 $
 -

 Third party investor

 100,000

 100,000

 Related party - shareholder of Wellgistics

 -

 250,000

 Note payable - Scienture Holdings

 1,300,000

 -

 Note payable - owners of Wellgistics

 -

 Long-term debt

 11,455,085

 350,000

 Total debt

 $
 23,382,901

 $
 350,000

 F- 24

Health Inc. (formerly Danam)

 In
September 2023, the Company entered into two short-term note agreements for aggregate proceeds of $ 350,000. One note for $ 100,000 bears
interest at 8 % per annum and the Company will issue 35,000 shares of common stock upon a SPAC or merger. The other note for $ 250,000
is non-interest bearing and the Company will issue 5,000 shares of common stock upon a SPAC or merger. In May 2024, Scienture Holdings,
Inc. (f/k/a TrXade Health, Inc.), a related party, repaid the $ 250,000 note on behalf of the Company, and the note is no longer outstanding
(See Note 12). In January 2024, the Company entered into a short-term note agreement for proceeds of $ 250,000. The note bears interest
at 2 % per annum and matures on May 18, 2024. As of the date of these consolidated financial statements, the note was fully repaid and
is no longer outstanding.

 On
August 22, 2023, Wood Sage entered into a non-interest bearing promissory note ("Note") with Integral Health pursuant to
which Integral made a certain loan to Wood Sage in the amount of $ 1,300,000
to satisfy the purchase price under the CSP MIPA and APS MIPA. No later than 30 days after a change in control to Wood Sage, the
aggregate unpaid principal balance of the Note will be due and payable by Wood Sage. As of the date of these financial statements,
the note is still outstanding and the parties mutually
agreed for an extension.

 On
October 11, 2024, the Company entered a merchant cash advance agreement with a third-party lender. This advance is secured by expected
future sales transactions of the Company with expected payments on weekly basis. The Company received total proceeds of $ 1,500,000 against
future receivables of $ 2,236,500. During the year ended December 31, 2024, Company made total cash repayments of $ 402,570, including
principal repayments of $ 185,500 and interest expense of $ 217,070. As of December 31, 2024, $ 1,314,500 remained outstanding, of which
$ 1,259,415 was included as a current liability on the consolidated balance sheet and the remaining $ 55,085 was classified as long-term.

 Note
payable – owners of Wellgistics, LLC

 On
August 23, 2024, Wellgistics Health and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA. Pursuant to the amended
agreement, Wellgistics Health agreed to pay Wellgistics LLC a promissory note in the aggregate principal amount of $ 15,000,000 plus simple
interest accruing annually equal to the "Prime Rate" as published by the Wall Street Journal on January 1 of the applicable
year, together payable in three equal annual instalments commencing on the first anniversary of the date that registration statement
becomes effective. As of December 31, 2024, the calculated interest was $ 425,000. As of December 31, 2024, $ 5,000,000 was included as
a current liability on the consolidated balance sheet and the remaining $ 10,000,000 was classified as long-term.

 Revolving
line of credit – Wellgistics

 In
November 2024, Wellgistics, LLC entered into a new credit agreement with for a line of credit of $ 10,000,000. The new line of credit
has interest annual rate equal to the Term SOFR plus 11.5%, calculated and prorated daily on the daily balance. The new line of credit
is collateralized by accounts receivable and inventory balances. Interest related to the line of credit amounted to $ 159,740 for the
year ended December 31, 2024. The outstanding balance on the line of credit as of December 31, 2024 was $ 5,531,260, which is included
as a current liability on the consolidated balance sheet. The Company assumed the initial revolving line of credit as part of the Wellgistics
acquisition.

 Seller
Promissory Note - Wellgistics

 In
May 2022, Wellgistics, LLC entered into a promissory note agreement with in the amount of $ 1.2 million. The promissory note was part
of the consideration to the seller in connection with its acquisition of American Pharmaceutical Ingredients, LLC (a subsidiary of Wellgistics
LLC). The promissory note bears interest at a rate of 2 % per annum and will mature on April 1, 2025. Interest expense related to the
promissory note was immaterial for the year ended December 31, 2024. As of December 31, 2024 the amount outstanding is $ 137,141, which
is included as a current liability on the consolidated balance sheet. The Company assumed this debt as part of the Wellgistics acquisition.

 F- 25

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

OF ANNUAL PRINCIPAL PAYMENTS

 Year Ended December 31,

 2025

 $
 11,927,816

 2026

 6,455,085

 2027

 5,000,000

 Principal Payment

 $
 23,382,901

 Note
10. STOCKHOLDERS' EQUITY

 On
October 30, 2024, the
Company effected a forward stock split of all issued and outstanding shares of common stock at a ratio of 1-to-1,677,000. The
Company also amended its Certificate of Incorporation to authorize 500,000,000
shares of common stock, par value $ 0.0001
per share from 10,000 shares of Common Stock, $ 0.001 par value per share prior to
the amendment. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and
notes thereto have been adjusted retroactively, where applicable, to reflect the stock split.

 On
December 5, 2024, the Company effected a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1-for-3.75.
Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have
been adjusted retroactively, where applicable, to reflect the reverse stock split.

 On
June 16, 2024, the Company issued 173,961 shares of common stock pursuant to the acquisition of Wood Sage for a fair value of $ 400,000.

the year ended December 31, 2024, the Company issued 1,341,600 shares of common stock to Strategic EP, LLC for services, and 820,612
shares to employees, at a fair value of $ 0.50 per share.

 Effective
August 30, 2024, the closing of the Wellgistics acquisition, the Company issued 3,999,335 shares of common stock pursuant to the acquisition
of Wellgistics, LLC for a fair value of $ 15,000,000.

 As
of December 31, 2024, the Company had 51,055,508 shares of common stock issued and outstanding.

 Note
11. LEASE OBLIGATIONS

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

 The
Company determines whether an arrangement is or contains a lease at inception by evaluating potential lease agreements including services
and operating agreements to determine whether an identified asset exists that the Company controls over the term of the arrangement.
Lease commencement is determined to be when the lessor provides access to, and the right to control, the identified asset.

 The
rental payments for the Company's leases are typically structured as either fixed or variable payments. Fixed rent payments include
stated minimum rent and stated minimum rent with stated increases. The Company considers lease payments that cannot be predicted with
reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded
from the calculation of lease liabilities.

 In
May 2024, the Company entered into a lease agreement for office space in Tampa, Florida. As a result, the Company recognized a right-of-use
asset and corresponding lease liability, calculated using a discount rate of 8.36 %. The lease includes a monthly base rent of $ 18,792
and expired in June 2027. The lease required a security deposit by Wellgistics Health of $ 35,855 and Wellgistics, LLC of $ 31,871.

 On
June 9, 2023, Intergra Pharma Solutions entered into First amendment to the Vector Collective lease, which is sublease to Wellgistics Pharmacy. The lease
includes a monthly base rent of $ 4,714.41 from and after November 16, 2023 and expires on November 15, 2026. Wellgistics Pharmacy recognized a right-of-use
asset and corresponding lease liability, calculated using a discount rate of 8.36 %.

 F- 26

 In
January 2022, Wellgistics LLC entered into lease agreement for warehousing facility located in Lefrois, Florida, which has a lease term
of 75 months, set to expire in March 2028, with a monthly base rent of $ 26,303. Wellgistics LLC recognized a right-of-use asset and corresponding
lease liability, calculated using a discount rate of 6.21 %.

 The
following is the summary of operating lease assets and liabilities:

OF OPERATING LEASE ASSETS AND LIABILITIES

 2024

 Operating Leases

 Right-of-use assets

 $
 1,528,128

 Short-term lease liabilities

 519,490

 Long-term lease liabilities

 1,096,372

 Total lease liabilities

 $
 1,615,862

 Weighted Average Remaining Lease Term

 2.92

 Weighted Average Discount Rate

 8.36
 %

 The
following is the summary of future minimum payments:

OF SUMMARY OF FUTURE MINIMUM PAYMENTS

 December 31, 2024

 2025

 $
 609,979

 2026

 621,530

 2027

 458,656

 Thereafter

 84,977

 Total lease payments

 1,775,142

 Less: Imputed interest

 ( 159,280
)

 Total

 $
 1,615,862

 Note
12. RELATED PARTY TRANSACTIONS

 The
Company had transactions with Scienture Holdings, Inc. and group (f/k/a/ TrXade Health, Inc / TRG / TrXade Health / Scienture). and
group which included Integra Pharma Solutions, LLC (IPS), in which the board members of the Company are currently the management.
The common management between the entities classifies Scienture as a related party.

 Wellgistics,
LLC. was previously partly owned by a private equity company, Nomad Capital, which has ownership interest in a few portfolio companies
and Wellgistics, LLC. had transactions with some of the affiliated companies of Nomad Capital. Operating expenses, which include software
expenses and marketing expenses, with affiliated companies, are recorded within general and administrative expenses. Wellgistics, LLC.
is charged a managerial service fee by the members of Nomad, which is recorded within general and administrative expenses.

 The
Company had transactions with Scietech, LLC. where a 31 % investor is the spouse of one of the Directors of the Company, which qualifies
as a related party.

 The
Company also had transactions with Green Apotoker, LLC. which qualifies as a related party on account of a managerial personnel of the
Company having a significant influence.

 F- 27

 The
following is a summary of due from and to related parties:

OF SUMMARY OF DUE FROM AND TO RELATED PARTIES

 2024

 2023

 2024

 2023

 Due from TRG

 $
 146,000

 $
 -

 Due from IPS

 305,000

 -

 Due from Scienture Holdings

 570,000

 337,000

 Due from related parties

 $
 1,021,000

 $
 337,000

 Due to TRG

 $
 9,351

 $
 -

 Due to IPS

 3,764,000

 -

 Due to Scienture Holdings

 1,171,419

 -

 Due to Wellgistics Pharmacy

 -

 67,793

 Due to related parties

 $
 4,944,770

 $
 67,793

 2024

 2023

 2024

 2023

 Accounts payable from affiliates of Company

 $
 25,500

 $
 -

 Accounts receivable from affiliates of Company

 $
 271,298

 $
 -

 The
Company had the following transactions with related parties:

OF RELATED PARTY TRANSACTION

 2024

 2023

 2024

 2023

 Sales to Integra Pharma Solutions, LLC

 $
 746,428

 $
 -

 IT Support fees paid to Scietech LLC

 $
 9,750

 $
 -

 IT expenses paid to Cingo Solutions

 $
 80,355

 $
 -

 IT expenses paid to Birch OS & RxERP

 $
 100,112

 $
 -

 Management services fees paid to Nomad Capital

 $
 105,186

 $
 -

 Business development and consultation fees paid to Green Apoteker LLC

 $
 25,500

 $
 -

 Note
13. INVESTMENT IN UNCONSOLIDATED AFFILIATES

 Wellgistics,
LLC has investments in affiliates that are not consolidated. As of December 31, 2024, the Company had an investment in Gift Health totaling
$ 17,671.

 Note
14. COMMITMENTS AND CONTINGENCIES

 From
time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction
with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and
if it is determined that such a liability for litigation or loss contingencies is both probable and estimable.

 Although
the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings,
which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial
position.

 F- 28

 Note
15. INCOME TAXES

 Deferred
taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.
The differences relate primarily to net operating loss carry forwards. For the years ended December 31, 2024 and 2023, the Company did
not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The following
table presents the deferred tax assets and liabilities by source:

OF DEFERRED TAX ASSETS

 2024

 2023

 2024

 2023

 Deferred tax assets:

 Net operating loss

 $
 2,467,687

 $
 735,387

 Valuation allowance

 ( 2,467,687
)

 ( 735,387
)

 Net deferred tax assets

 $
 -

 -

 The
Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making
such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable
temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed
the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due, cumulative
losses through December 31, 2024 and no history of generating taxable income. Therefore, valuation allowances of $ 2,467,687 and $ 735,387
were recorded as of December 31, 2024 and 2023, respectively. Valuation allowance increased by $ 1,732,300 and $ 730,137 during the years
ended December 31, 2024 and 2023, respectively. Deferred tax assets were calculated using the Company's combined effective tax
rate, which it estimated to be 25.35 %. The effective rate is reduced to 0 % for 2024 and 2023 due to the full valuation allowance on its
net deferred tax assets.

 The
Company's ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income.
At December 31, 2024 and 2023, the Company had net operating loss carryforwards available to offset future taxable income in the amounts
of $ 6,856,226 and $ 2,895,684, respectively, which can be carry forward indefinitely.

 The
Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will
recognize interest and penalties related to any uncertain tax positions through its income tax expense.

 The
Company is not presently subject to any income tax audit in any taxing jurisdiction, though its 2022-2023 tax years remain subject to
examination by U.S. federal and state jurisdictions.

 Wood
Sage and Wellgistics, with the consent of its members, have elected to be taxed as partnerships under both federal and state provisions.
Under these provisions, the Company does not pay income taxes on its taxable income. Instead, each member reports on their income tax
return their proportionate share of the Company's taxable income and tax credits.

 Note
16. SUBSEQUENT EVENTS

 Initial
Public Offering

 On
February 20, 2025, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Craft Capital Management
LLC (the "Underwriters"), relating to the Company's initial public offering (the "Offering" or "IPO")
of 888,889 shares of common stock, par value at a public offering price of $ 4.50 per share, generating gross proceeds of $ 4,000,000.

 F- 29

 The
shares of common stock were offered and sold pursuant to the Company's Registration Statement on Form S-1 (File No. 333-280945),
originally filed with the U.S. Securities and Exchange Commission (the "Commission") on July 22, 2024, and later amended
(as amended, the "Registration Statement"). The Registration Statement was declared effective by the Commission on February
14, 2025. The closing of the Offering took place on February 24, 2025. A final prospectus describing the terms of the offering was filed
with the Commission on February 21, 2025.

 The
Company's common stock commenced trading on the Nasdaq Capital Market LLC on February 21, 2025, under the symbol "WGRX".
The IPO generated net proceeds to the Company of approximately $ 3.1 million, after deducting underwriting discounts and commissions
and other estimated offering expenses. The Company intends to use the net proceeds from the offering to increase its capitalization,
provide financial flexibility, and enhance visibility into the marketplace as well as to create a public market for the common stock
and for general corporate purposes, including establishing working capital, funding marketing initiatives, and facilitating capital expenditures.

 Consulting
Agreements

 On
February 25, 2025, the Company entered into a consulting agreement (the "Consulting Agreement") with Hudson Global Ventures,
LLC, a Nevada limited liability company ("Hudson"). Pursuant to the Consulting Agreement, Hudson agreed, for a period of
thirty (30) days, to provide the Company with business advisory services, guidance on growth strategies, and networking opportunities
for general business purposes. As consideration with Hudson's services, the Company agreed to (i) pay Hudson a fee of $ 250,000
 and (ii) cause the issuance in restricted book
entry form of 52,000
 shares of the Company's common stock. If
the Company proposes to file any registration statement covering any of its securities, the Company agreed to provide Hudson with notice
of such registration statement and to effect the registration of any portion of Hudson's shares of common stock, as directed by
Hudson, to the extent required to permit the resale and disposition of its shares of common stock.

 On March 17, 2025, the Company entered
into a consulting agreement (the "Consulting Agreement") with Draper, Inc., a Nevada corporation ("Draper").
Pursuant to the Consulting Agreement the Company agreed to engage Draper as an independent consultant and Draper agreed to provide the
Company with investor relations and business development services, including but not limited to the following: (i) reviewing the Company's
financial requirements; (ii) analyzing and assessing alternatives for the Company's financial requirements; (iii) providing introductions
to professional analysts and money managers; (iv) assisting the Company in financing arrangement to be determined and governed by separate
and distinct financing agreements; (v) providing analysis of the Company's industry and competitors in the form of general industry
reports provided directly to Company and (vi) assisting the Company in advising of potential merger partners and developing corporate
partnering relationships. The Consulting Agreement has an initial term of three months and automatically renews for successive one-month
terms until terminated. Either party may terminate the Consulting Agreement by providing written notice at least seven days prior to
the end of the then-current term.

 In
exchange for the services to be provided by Draper pursuant to the Consulting Agreement, the Company agreed to pay Draper a total of
 100,000 restricted shares of the Company's common stock to be delivered promptly following execution of the Consulting Agreement.
The Company will owe Draper an additional 100,000 shares of restricted shares of common stock for each subsequent term under the Consulting
Agreement.

 Chief
Executive Officer

 On
February 28, 2025, the Board of Directors promoted Brian Norton to serve as the Company's Chief Executive Officer effective as
of February 28, 2025 (the "Effective Date"). Mr. Norton will succeed Timothy Canning, who served as the Company's Chief
Executive Officer since January 18, 2024, and who is resigning from his position, effective as of the Effective Date. Mr. Canning's
decision to resign is not the result of any dispute or disagreement with the Company, the Company's management or the Board on
any matter relating to the Company's operations, policies or practices.

 Management has evaluated subsequent events through March 25, 2025,
the date the financial statements were available to be issued.

 F- 30

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms and
is accumulated and communicated to our management, as appropriate, in order to allow timely decisions in connection with required disclosure.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports
we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's
rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. As required by Rule 13a-15(b)
or Rule 15d-15(b) promulgated by the SEC under the Exchange Act, we carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on the foregoing, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the
period covered by this Annual Report at the reasonable assurance level.

in Internal Control

 There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act, under the supervision of our Audit Committee. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control
- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment
and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2024.

 Limitations
on the Effectiveness of Controls

 Management
of the Company, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Company's disclosure
controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives
will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,
if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or
by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls
may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 Auditor's
Report on Internal Control Over Financial Reporting

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting as our management's report was not subject to attestation by our independent registered public accounting
firm pursuant to SEC rules that permit us to provide only management's report in this Annual Report.

 ITEM
 9B.

 OTHER
 INFORMATION

 Securities
Trading Plans of Directors and Officers

the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Resignation
of Officer

 Effective
February 28, 2025, Tim Canning voluntarily resigned as Chief Executive Officer of the Company. Mr. Canning's decision to resign
was not the result of any dispute or disagreement with the Company or any matter relating to the Company's operations, policies
or practices. We appointed Brian Norton to succeed Tim Canning as the Company's Chief Executive Officer effective February 28,
2025.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following is a list of our directors and executive officers as of March 25, 2025.

 Name

 Age

 Position

 Since

 Brian
 Norton

 Chief
 Executive Officer

 Vishnu
 Balu

 Chief
 Financial Officer

 Dr.
 Shafaat Pirani

 Chief
 Clinical Officer

 Patel

 Chief
 Strategy Officer and Vice Chairman of the Board

 2022

 Suren
 Ajjarapu

 Chairman
 of the Board

 2022

 Sajid
 Syed*

 2024

 Donald
 W. Anderson*

 2023

 Rebecca
 Shanahan*

 2024

 *Independent

 Executive
Officers

 Brian
Norton recently was appointed as the Company's Chief Executive Officer effective
February 28, 2025. Previously, Mr. Norton served as Chief Executive Officer and Founder of Wellgistics LLC. Brian spent the past ten years
transforming the independent pharmacy supply chain, providing innovative solutions beyond traditional product procurement and delivery.
Now, under Wellgistics Health, as the Chief Executive Officer he leads a bold new vision—building a deeper ecosystem that empowers
independent pharmacies, challenging outdated industry practices, and integrating cutting-edge technology to drive efficiency. With over
two decades of experience, Brian has a well-established track record in the healthcare sector, driving innovation and substantial market
disruptions. Beyond his professional pursuits, Brian is a dedicated humanitarian. He co-founded and chairs The Rescue Fund (TRF), a non-profit
aimed at combating global human trafficking and earlier spent two years as a missionary in Argentina for the LDS Church. Following his
mission work, Brian went on to pursue a degree in Entrepreneurship from Davenport University before starting his first business.

 Vishnu
Balu has over 24 years of experience in corporate strategy, corporate finance, risk management, and M&A in diverse industries
including Consumer Products, Consulting and Commercial Banking. He has a successful track record of building global teams leading strategic
initiatives, including domestic and cross-border M&A, SPAC-M&A, PE fund raise, operating model restructuring, and functional
finance transformation. Vishnu is adept in implementing business transformation programs and overseeing global cross-functional talent
pools. Vishnu attended the AMP at Harvard Business School, earned his MBA from IIM-Bangalore with a merit scholarship, and he is also
a Rank Holder Chartered Accountant. Vishnu was featured among the Top 5 Young Achievers by the IIM-B Alumni Magazine.

 Dr.
Shafaat Pirani joined the Company as Chief Clinical Officer in February 2023. Dr. Pirani has over 10 years of experience across
various sectors of pharmacy including interdisciplinary clinical care, mail-order operations, pharmaceutical supply chain, and digital
health. Most recently, he led the business and product teams to create sustainable digital health programs and applications while serving
as the Chief Clinical and Regulatory Compliance Officer for Scienture. He is a Board-Certified Geriatric Pharmacist and holds various
certifications for medication therapy management, pharmacogenomics, and teaching with several prestigious universities across Florida.
Dr. Pirani earned his Doctorate of Pharmacy from the University of South Florida College of Pharmacy and is an honorary member of Phi
Lambda Sigma, the distinguished pharmacy leadership society. Dr. Pirani is committed to clinical excellence and focused on innovating
health-tech to build patient-centric digital health solutions that create value for all stakeholders across the healthcare continuum
while improving access and outcomes for patients.

Patel is a Director, Chief Strategy Officer and Vice Chairman of the Board of Directors of the Company. He served on the board
of Scienture from its acquisition of TRxADE Group, Inc., a Nevada corporation on January 8, 2014, until January 16, 2025. He is an entrepreneur
and a registered Pharmacist with experience in multiple aspects of the pharmaceutical supply chain. He started several starts ups including
Retail/Community Pharmacy before expanding into pharmaceuticals distribution and sales, focusing on pharmaceutical disposal and reverse
distribution. He has also been a consultant to several return logistics pharmaceutical companies over the years. Mr. Patel possesses
an excellent vision to bring transparency, efficiency and cost benefits to US pharmaceutical channel partners. After graduating with
a BPharm from University of Nottingham/UK, Mr. Patel completed MSC in Transport, Trade & Finance from Cass Business School, City
University, UK.

 Non-Employee
Directors

 Suren
Ajjarapu is Chairman of the board of directors of the Company. Mr. Ajjarapu has served Scienture as Chairman of the Board, Chief
Executive Officer, and Secretary since Scienture's acquisition of TRxADE Nevada on January 8, 2014, and as the Chairman of the
Board, Chief Executive Officer and Secretary of TRxADE Nevada since its inception. Mr. Ajjarapu has also served as Chairman and Chief
Executive Officer of Kernel Group Holdings, Inc. (NASDAQ: KRNL), a special purpose acquisition company, since December 2022, served as
Chairman and Chief Executive Officer of Oceantech Acquisitions I Corp. (NASDAQ: OTEC), a special purpose acquisition company, since March
2023, and served as a director and the Chief Executive Officer of Integrated Wellness Acquisition Corp (NYSE: WEL), a special purpose
acquisition company, since January 2024 and February 2024, respectively. Mr. Ajjarapu served as Chairman and Chief Executive Officer
of Aesther Healthcare Acquisition Corp. (NASDAQ: AEHA), a special purpose acquisition company, from June 2021 until the completion of
its initial business combination in February 2023. Mr. Ajjarapu now serves as a director of the post-combination company Ocean Biomedical,
Inc. (NASDAQ: OCEA). Mr. Ajjarapu also served as Chairman and Chief Executive Officer of Power Up Acquisition Corp. (NASDAQ: PWUP), a
special purpose acquisition company, from August 2023 until the completion of its initial business combination in February 2024. Mr.
Ajjarapu served as Chairman and Chief Executive Officer of Semper Paratus Acquisition Corporation (NASDAQ: LSGT), a special purpose acquisition
company, from June 2023 until the completion of its initial business combination in February 2024. Mr. Ajjarapu now serves as a director
of the post-combination company Tevogen Bio Holdings Inc. (Nasdaq AMERICAN: TVGN). Mr. Ajjarapu also serves as a director and is the
former Chief Executive Officer of Wellgistics Health. Mr. Ajjarapu has served on the board of directors of Kano Energy, Inc, which is
involved in developing renewable natural gas sites in USA, since 2018. Mr. Ajjarapu has also served as Chairman of Feeder Creek Group,
Inc., since March 2018. Feeder Creek Group, Inc. is a company involved in developing renewable natural gas sites in Iowa. Mr. Ajjarapu
was a Founder, Chief Executive Officer and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind power sites
in the Midwest, United States, from 2009 to 2012. Mr. Ajjarapu was a Founder, President and Director of Aemetis, Inc., a biofuels company
(AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from 2006 to
2009. Mr. Ajjarapu was Co-Founder, Chief Operating Officer, and Director of Global Information Technology, Inc., an IT outsourcing and
systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006. Mr. Ajjarapu holds an MS in
Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the University of South Florida,
specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program
at Harvard University.

 Sajid
Syed, RPh Chairman of Princeton Stone House Capital, is a distinguished figure in the pharmaceutical industry, having founded
and sold successful pharmaceutical service companies like InfuRx and Sanovia Corporation. As President of Acro Pharmaceutical Services,
he oversaw its acquisition by Lincare before its eventual sale to CVS Health Corporation. Currently, he chairs Apovia, a pharmacy management
group in Philadelphia, while also actively participating in community service and serving on nonprofit boards, showcasing his multifaceted
contributions to both industry and society.

 Donald
W. Anderson has over forty-five years of experience in the healthcare and pharmacy industry. Most recently retiring as President
& CEO of Independent Pharmacy Cooperative from 2009-2022. IPC is the nation's largest group purchasing organization with 2,500
member stores, and servicing over 10,000 independent pharmacies in all fifty states and Puerto Rico. Prior to joining IPC, Mr. Anderson
served as Vice President of Business Development for Long's Drug Stores, a former chain based in northern California where he was
responsible for two mail order facilities, three central-fill pharmacies, pharmacy call center operations, and non-store pharmacy systems.
Throughout his career, Mr. Anderson has held various executive level positions including President & CEO of Professional Homecare
Services, Regional Vice President, Managed Care & Payor Relations with Catholic Healthcare West, a hospital chain based in San Francisco,
California. As part of his lengthy career in healthcare and pharmacy, Mr. Anderson was National Vice Presidents, Sales and Pharmacy Operations
for a national third-party administrator and pharmacy benefits management company. Mr. Anderson holds a Bachelor of Science in Business
and Master of Business Administration. His areas of expertise cover many aspects of business including mergers and acquisitions, business
operations, distribution, contract negotiations, sales and marketing, executive leadership, and board governance. Mr. Anderson has served
with numerous boards including, past Board President of the Federation of Pharmacy Networks, past Board President of Choice Rx Solutions,
and as board director of Arizona Medical Network (PPO), RxAmerica Part D Plan, Smart D Insurance, and RxAlly. He has also served as an
Advisory Board member with McKesson's National Independent Advisory Board, the National Community Pharmacists Association Foundation
Advisory Board, Surescripts Chain Pharmacy Advisory Board, TRxADE National Advisory Board, and University of South Florida Digital Marketing
Program Advisory Board.

 Rebecca
Shanahan has built, operated and sold a number of healthcare and pharmacy services organizations throughout her 30 year
career. Ms. Shanahan built Primary Care and Ambulatory Outpatient Networks at IU/Methodist and University of Chicago. She built and
led a number of specialty and compounding pharmacies, including Priority Healthcare, Aetna Specialty Pharmacy, Oncology Therapeutics
Network, Oncology Plus, Shoppers Drug Mart and Avella Specialty Pharmacy. Since 2008, through Shanahan Capital Ventures, Ms.
Shanahan provides advisory services to investors in pharmacy services, provider and payor network development and growth, digital
health and pathways companies, logistics, distribution and pharmacy benefits consultants. As an advisor to Cardinal she supported
the growth of its Specialty Solutions division and its Community Specialty Pharmacy Network. She provides executive board
leadership, participates on boards of directors of healthcare services companies and is an investor in early stage and middle market
companies. In addition to Wellgistics Health, Ms. Shanahan currently serves on the boards of directors of Vantage Point Logistics,
Hatch and TruDataRx. She previously served on the board of directors of Proxsys, Biomatrix Infusion Pharmacy, Parcel Shield, Health
Beacon, AireHealth and EquiScript. She also is a member of the board of directors of the National Association of Specialty
Pharmacies. Ms. Shanahan is a graduate of the Indiana University School of Law.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Audit
Committee

 Our
board of directors has an audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our audit committee
currently consists of Donald W. Anderson, Rebecca Shanahan, and Sajid Syed, with Sajid Syed serving as the chair of the committee. Our
board of directors determined that Mr. Syed qualifies as an audit committee financial expert within the meaning of the rules and regulations
of the SEC and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, our board of directors
considered Mr. Syed's formal education and previous experience in financial roles.

 Code
of Business Conduct and Ethics

 Our
board of directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. Our code of ethics is available through our website at  We intend to disclose any changes in our code of ethics or waivers from it that apply to our principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting
such information on our website or by filing with the SEC a Current Report on Form 8-K, in each case in accordance with applicable SEC
or Nasdaq rules.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our outstanding common
stock, to file with the SEC, initial reports of ownership and reports of changes in ownership of our equity securities. Such persons
are required by SEC regulations to furnish us with copies of all such reports they file. Based
on its review of the forms filed with the SEC, or representations from reporting persons, the Company believes that all of its directors,
executive officers, and greater than 10% beneficial owners filed such reports in a timely manner, except as follows:

 Due
 to an administrative error, Mr. Ajjarapu filed six days late a Form 3 (filed February 24, 2025) relating to shares held prior to
 the Company's initial public offering.

 Due
 to an administrative error, Mr. Anderson filed six days late a Form 3 (filed February 24, 2025) relating to shares held prior to
 the Company's initial public offering.

 Due
 to an administrative error, Dr. Pirani filed ten days late a Form 3 (filed February 28, 2025) relating to shares held prior to the
 Company's initial public offering.

 Due
 to an administrative error, Ms. Shanahan filed ten days late a Form 3 (filed February 28, 2025) relating to shares held prior to
 the Company's initial public offering.

 Due
 to an administrative error, Mr. Syed filed ten days late a Form 3 (filed February 28, 2025) relating to shares held prior to the
 Company's initial public offering.

 Due
 to an administrative error, Mr. Norton filed 22 days late a Form 3 (filed March 12, 2025) relating to shares held prior to the Company's
 initial public offering.

 Due
 to an administrative error, Mr. Panchal filed 24 days late a Form 3 (filed February 24, 2025) relating to shares held prior to the
 Company's initial public offering.

 Due
 to an administrative error, Mr. Patel filed 32 days late a Form 3 (filed March 21, 2025) relating to shares held prior
 to the Company's initial public offering.

 Insider
Trading Policy

 All
employees, officers and directors of the Company or any of our subsidiaries are subject to our Insider Trading Policy. The policy prohibits
the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in
securities trading. The policy also prohibits trading in Company securities during certain pre-established blackout periods around the
filing of periodic reports and the public disclosure of material information. The Company recognizes that hedging against losses in Company
shares may disturb the alignment between stockholders and executives that equity awards are intended to build. To ensure compliance with
the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or
sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The anti-hedging provisions
prohibit all employees, officers and directors from engaging in "short sales" of our securities.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 We
are an "emerging growth company" within the meaning of the Securities Act and have elected to comply with the reduced compensation
disclosure requirements available to such emerging growth companies. Under Item 402 of Regulation
S-K, (i) our principal executive officer or the individual in a similar capacity during the year ended December 31, 2024, regardless
of compensation level, (ii) our two most highly compensated executive officers other than persons described in the preceding clause (i)
who were serving as our executive officers at December 31, 2024; and (iii) up to two additional individuals for whom disclosure would
have been provided pursuant to the preceding clause (ii) but for the fact that the individual was not serving as our executive officer
at December 31, 2024, are considered our "named executive officers" or "NEOs."

 As
of December 31, 2024, our NEOs and their respective positions were:

 Suren
 Ajjarapu, Former Chief Executive Officer;

 Patel, Former Chief Operating Officer and Current Chief Strategy Officer;

 Tim
 Canning, Former Chief Executive Officer;

 Dr.
 Shafaat Pirani, Chief Clinical Officer and Executive Vice President Healthcare Operations; and

 Brian
 Norton, Current Chief Executive Officer.

 2024
Summary Compensation Table

 The
following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2024 and 2023.

 Salary

 Bonus

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 All Other Compensation

 Total

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Name and Principal Position

 Suren Ajjarapu (1)

 2024

 —

 —

 —

 —

 —

 Former Chief Executive Officer

 2023

 —

 —

 —

 —

 —

 Prashant Patel (2)

 2024

 —

 —

 —

 —

 —

 Chief Operating Officer

 2023

 —

 —

 —

 —

 —

 Dr. Shafaat Pirani (4)

 2024

 275,000

 —

 —

 —

 —

 —

 275,000

 Chief Clinical Officer and Executive Vice President Healthcare Operations

 2023

 275,000

 —

 —

 —

 —

 —

 275,000

 Tim Canning (3)

 2024

 300,000

 —

 —

 —

 —

 30,000
 (5)

 330,000

 Former Chief Executive Officer

 2023

 —

 —

 —

 —

 —

 —

 —

 Brian Norton (6)

 2024

 —

 —

 —

 —

 —

 —

 —

 Current Chief Executive Officer

 2023

 —

 —

 —

 —

 —

 —

 —

 (1)
Mr. Ajjarapu was accrued salary for 2023 and 2024. Pursuant to the Executive Employment Agreement between Wellgistics Health and Suren
Ajjarapu dated January 1, 2023, Mr. Ajjarapu's annual base salary is $400,000.

 (2)
Mr. Patel was accrued salary for 2023 and 2024. Pursuant to the Executive Employment Agreement between

Health and Prashant Patel dated January 1, 2023, Mr. Patel's annual base salary is $400,000.

 (3)
Mr. Canning began serving as Wellgistics Health's Chief Executive Officer as of January 18, 2024. As such, Mr. Canning did not
receive compensation for the fiscal year ending December 31, 2023. Pursuant to the Executive Employment Agreement between Wellgistics
Health and Tim Canning, dated January 18, 2024, Mr. Canning's initial annual base salary is $300,000. Mr. Canning indicated resigned
as the Company's Chief Executive Officer effective February 28, 2025.

 (4)
Pursuant to the Executive Employment Agreement between Wellgistics Health and Dr. Shafaat Pirani dated February 10, 2023, Dr. Pirani's
annual base salary is $275,000.

 (5)
Represents a monthly apartment allowance of $2,500.

 (6)
Mr. Norton began serving as the Company's Chief Executive Officer as of February 28, 2025, and, therefore, disclosure of his compensation
would have been required but for the fact that he did not serve in that role as of December 31, 2024.

 Outstanding
Equity Awards at 2024 Fiscal Year-End

 The
following table sets forth summary information regarding the outstanding equity awards held by Wellgistics Health's named executive
officers on December 31, 2024.

 Name

 Number of Shares or Units of Stock that Have Not Vested
 (#)

 Market Value of Shares or Units of Stock that Have Not Vested
 ($)

 Suren Ajjarapu

 —

 $
 —

 Prashant Patel

 —

 $
 —

 Dr. Shafaat Pirani

 —

 $
 —

 Tim Canning

 —

 $
 —

 Brian Norton

 —

 $
 —

 Narrative
to the 2024 Summary Compensation Table

 Employment
Agreements.

 Mr.
Ajjarapu entered into an executive employment agreement with the Company on August 9, 2023. The initial term of the agreement begins
on December 31, 2023, and expires on December 31, 2025. The term will be automatically renewed until the agreement is terminated pursuant
to its terms. Mr. Ajjarapu's initial annual base salary is $400,000 and such base salary will be subject to adjustment by the compensation
committee each year. Mr. Ajjarapu is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of
up to 200% of his base salary. Such bonus amounts will be determined by the compensation committee. Furthermore, Mr. Ajjarapu will receive
shares of the Company's common stock as of December 31 for the entirety of the term of the agreement. In addition to certain customary
benefits, Mr. Ajjarapu will receive a monthly automobile allowance of $2,000.

 Mr.
Patel entered into an executive employment agreement with Wellgistics Health on August 9, 2023. The initial term of the agreement began
on December 31, 2023, and expires on December 31, 2025. The term will be automatically renewed until the agreement is terminated pursuant
to its terms. Mr. Patel's initial annual base salary is $400,000 and such base salary will be subject to adjustment by the compensation
committee each year. Mr. Patel is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up
to 200% of his base salary. Such bonus amounts will be determined by the compensation committee. Furthermore, Mr. Patel will receive
shares of Wellgistics Health common stock as of December 31 for the entirety of the term of the agreement. In addition to certain customary
benefits, Mr. Patel will receive a monthly automobile allowance of $2,000.

 Dr.
Pirani entered into an executive employment agreement with Wellgistics Health on February 10, 2023. The initial term of the agreement
began on June 16, 2024, the date of closing of the Wood Sage Acquisition, and expires on June 30, 2028. The term will be automatically
renewed until the agreement is terminated pursuant to its terms. Dr. Pirani's initial annual base salary is $275,000 and such base
salary will be subject to adjustment by the board of directors each year. Dr. Pirani is also eligible to receive a yearly cash, stock,
or equity bonus and a yearly performance bonus of up to 20% of his base salary. Such bonus amounts will be determined by the board of
directors. Furthermore, Dr. Pirani will receive shares of Wellgistics Health common stock as of December 31 for the entirety of the term
of the agreement.

2024, we entered into executive employment agreements with certain individuals to serve Wellgistics Health in various officer capacities.
One such individual is Tim Canning, who replaced Mr. Ajjarapu as Wellgistics Health's Chief Executive Officer effective January
18, 2024. As of the filing date of the registration statement of which this prospectus forms a part, Wellgistics Health's NEOs
are:

 Tim
 Canning, Chief Executive Officer;

 Patel, Chief Strategy Officer and Vice Chairman of the Board; and

 Dr.
 Shafaat Pirani, Chief Clinical Officer

 Mr.
Canning entered into an executive employment agreement with Wellgistics Health on January 18, 2024. The initial term of the agreement
expires on December 31, 2026, and the term will be automatically renewed until the agreement is terminated pursuant to its terms. Mr.
Canning's initial annual base salary is $300,000 and such base salary will be subject to adjustment by the compensation committee
each year. Mr. Canning is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance bonus of up to 75%
of his base salary. Such bonus amounts will be determined by the compensation committee. In addition to certain customary benefits, Mr.
Canning will receive a monthly apartment allowance of $2,500. Mr. Canning resigned from the Company effective February 28, 2025.

 Mr.
Norton succeeded Mr. Canning as the Company's Chief Executive Officer effective February 28, 2025. On March 3, 2025, we entered
into an executive employment agreement with Mr. Norton. The initial term of the agreement began on March 3, 2025, and expires on December
31, 2025. The term will be automatically renewed until the agreement is terminated pursuant to its terms. The agreement provides for
an annual base salary of $490,000. Mr. Norton's base salary may increase as determined by the Compensation Committee of the Company's
Board of Directors in its sole discretion, and will increase by 5% in the event Mr. Norton meets at least 90% of certain annual performance
metrics established by the Compensation Committee. Furthermore, Mr. Norton is eligible for a performance based bonus of up to 100% of
his base salary as determined by the Compensation Committee that is contingent upon the achievement of certain performance objectives
and a yearly discretionary cash stock or equity bonus in an amount determined by the Compensation Committee. Mr. Norton's employment
agreement provides an automobile allowance of $1,000 per month and a relocation allowance of $15,000. On the Effective Date, Mr. Norton
will be granted Restricted Stock Units ("RSU") Awards of 9,000,000 shares of the Company's common stock that vest over
three years in equal amounts contingent upon the Company realizing certain gross revenue and gross profit targets. In the event that
Mr. Norton resigns for "good reason" or is terminated by the Company without "cause," each as defined in Mr.
Norton's employment agreement, or a change of control takes place, all outstanding and unvested RSUs will immediately accelerate
and vest in full. Under Mr. Norton's employment agreement, Mr. Norton will be eligible for other employee benefits in accordance
with the Company's policies and plans.

 Components
of Compensation for Fiscal Year 2024

 Base
Salary and Bonuses. As existing executive officers and NEOs, Dr. Pirani and Mr. Norton receive a base salary and bonuses to compensate
them for services rendered to the Company. The base salary payable to each NEO is intended to provide a fixed component of compensation
reflecting the executive's skill set, experience, role and responsibilities. Base salary amounts will be established based on consideration
of, among other factors, the scope of the NEO's position, responsibilities and years of service and the compensation committee's
general knowledge of the competitive market, based on, among other things, experience with other similarly situated companies and Wellgistics
Health's industry and market data reviewed by the compensation committee.

 Incentive
Plan. We have adopted the Amended and Restated 2023 Equity Incentive Plan (the "Incentive Plan") in order to facilitate
the grant of equity incentives to our directors, employees (including our NEOs) and consultants and certain of our affiliates and to
enable us and certain of our affiliates to obtain and retain services of these individuals, which is essential to our long-term success.
The below sets forth the principal features of the Incentive Plan.

 Administration.
 The Incentive Plan is administered by the compensation committee of the board of directors, which may delegate different levels of
authority to different committees or persons with administrative and grant authority under the Incentive Plan (referred to collectively
as the "Administrator"), subject to certain limitations that may be imposed under the Incentive Plan, Section 16 of the Exchange
Act and/or stock exchange rules, as applicable. The Administrator has broad authority under the Incentive Plan, including, without limitation,
the authority:

 to
 select eligible participants and determine the type(s) of award(s) that they are to receive;

 to
 grant awards and determine the terms and conditions of awards, including the price (if any) to be paid for the shares or the award
 and, in the case of share-based awards, the number of shares to be offered or awarded;

 to
 determine any applicable vesting and exercise conditions for awards (including any applicable performance and/or time-based vesting
 or exercisability conditions) and the extent to which such conditions have been satisfied, or determine that no delayed vesting or
 exercise is required, to determine the circumstances in which any performance-based goals (or the applicable measure of performance)
 will be adjusted and the nature and impact of any such adjustment, to establish the events (if any) on which exercisability or vesting
 may accelerate (including specified terminations of employment or service or other circumstances), and to accelerate or extend the
 vesting or exercisability or extend the term of any or all outstanding awards (subject in the case of options and stock appreciation
 rights to the maximum term of the award);

 to
 cancel, modify, or waive our rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards,
 subject to any required consents;

 subject
 to the other provisions of the Incentive Plan, to make certain adjustments to an outstanding award and to authorize the conversion,
 succession or substitution of an award;

 to
 determine the method of payment of any purchase price for an award or shares of the Company's common stock delivered under
 the Incentive Plan, as well as any tax-related items with respect to an award, which may be in the form of cash, check, or other
 acceptable instrument, by the delivery of already-owned shares of the Company's common stock or by a reduction of the number
 of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment
 or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law;

 to
 modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that
 the Administrator deems necessary or advisable to comply with laws in the countries where we or one of our subsidiaries operates
 or where one or more eligible participants reside or provide services;

 to
 approve the form of any award agreements used under the Incentive Plan; and

 to
 construe and interpret the Incentive Plan, make rules for the administration of the Incentive Plan, and make all other determinations
 for the administration of the Incentive Plan.

 Eligibility.
 All of our officers and employees and officers and employees of our subsidiaries (including all of our named executive officers),
each of the members of our board of directors who are not employed by us or any of our subsidiaries ("Non-Employee Directors"),
and certain independent contractor consultants who provide bona fide services to us or one of our affiliates are eligible to receive
awards under the Incentive Plan.

 Limitation
on Awards and Shares Available. The number of shares initially available for issuance under awards granted pursuant to the Incentive
Plan is 43,506,064 shares of the Company's common stock (the "Share Limit"). In addition, the Share Limit shall automatically
increase on January 1 of each calendar year during the term of the Incentive Plan, by an amount equal to the lesser of (i) three percent
(3%) of the total number of shares of the Company's common stock issued and outstanding on December 31 of the immediately preceding
calendar year or (ii) such number of shares of the Company's common stock as may be established by the Administrator.

 The
following other limits are also contained in the Incentive Plan. These limits are in addition to, and not in lieu of, the Share Limit
for the plan described above.

 The
 maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the plan is
 the Share Limit. (For clarity, any shares issued in respect of incentive stock options granted under the plan will also count against
 the overall Share Limit above.)

 Awards
 that are granted under the Incentive Plan during any one calendar year to any person who, on the grant date of the award, is a Non-Employee
 Director shall not exceed the number of shares that produce a grant date fair value for the award that, when combined with (i) the
 grant date fair value of any other awards granted under the Incentive Plan during that same calendar year to that individual in his
 or her capacity as a Non-Employee Director and (ii) the dollar amount of all other cash compensation payable by Wellgistics Health
 to such Non-Employee Director for his or her services in such capacity during that same calendar year (regardless of whether deferred
 and excluding any interest or earnings on any portion of such amount that may be deferred), is $750,000; provided that this
 limit is $1,000,000 as to any new Non-Employee Director for the calendar year in which the non-employee director is first elected
 or appointed to the board of directors. For purposes of this limit, the "grant date fair value" of an award means the
 value of the award as of the date of grant of the award and as determined in accordance with Accounting Standards Codification ("ASC")
 Topic 718, Compensation - Stock Compensation ("ASC 718") or successor provision but excluding the impact of estimated
 forfeitures related to service-based vesting provisions. This limit does not apply to, and will be determined without taking into
 account, any award granted to an individual who, on the grant date of the award, is an officer or employee of Wellgistics Health
 or one of its subsidiaries. This limit applies on an individual basis and not on an aggregate basis to all Non-Employee Directors
 as a group.

 Awards.
 The Incentive Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Company's
common stock or units of the Company's common stock, as well as cash bonus awards. The Incentive Plan retains flexibility to offer
competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled
in cash.

 A
stock option is the right to purchase shares of the Company's common stock at a future date at a specified price per share (the
"exercise price"). The per share exercise price of an option generally may not be less than the fair market value of a share
of the Company's common stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option
may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified
stock options, as described under " U.S. Federal Income Tax Consequences of Awards Under the Incentive Plan " below.
Incentive stock options are also subject to more restrictive terms and are limited in amount by the Internal Revenue Code of 1986, as
amended (the "Code") and the Incentive Plan. Incentive stock options may only be granted to employees of Wellgistics Health
or a subsidiary.

 A
stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of share of the Company's
common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price
will be established by the Administrator at the time of grant of the stock appreciation right and generally may not be less than the
fair market value of a share of the Company's common stock on the date of grant. Stock appreciation rights may be granted in connection
with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.

 The
other types of awards that may be granted under the Incentive Plan include, without limitation, stock bonuses, restricted stock, restricted
stock units, performance stock, stock units or phantom stock (which are contractual rights to receive shares of stock, or cash based
on the fair market value of a share of stock), dividend equivalents which represent the right to receive a payment based on the dividends
paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares, and cash awards.

 Any
awards under the Incentive Plan (including awards of stock options and stock appreciation rights) may be fully-vested at grant or may
be subject to time- and/or performance-based vesting requirements.

 Dividend
Equivalent Rights. The Administrator may grant dividend equivalent rights as a component of an award of restricted stock units or
as a freestanding award. Dividend equivalent rights may be settled in cash or shares of the Company's common stock, or a combination
thereof. A dividend equivalent right granted as a component of an award of restricted stock units will provide that such dividend equivalent
right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other award, and that such dividend equivalent
right shall expire or be forfeited or annulled under the same conditions as such other award.

 Assumption
and Termination of Awards. If an event occurs in which we do not survive (or does not survive as a public company in respect of the
Company's common stock), including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange
of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Company, awards
then-outstanding under the Incentive Plan will not automatically become fully vested pursuant to the provisions of the Incentive Plan
so long as such awards are assumed, substituted for or otherwise continued. However, if awards then-outstanding under the Incentive Plan
are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested
(with any performance goals applicable to the award being deemed met at the "target" performance level), subject to any exceptions
that the Administrator may provide for in an applicable award agreement. The Administrator also has the discretion to establish other
change in control provisions with respect to awards granted under the Incentive Plan. For example, the Administrator could provide for
the acceleration of vesting or payment of an award in connection with a corporate event or in connection with a termination of the award
holder's employment.

 Transfer
Restrictions. Subject to certain exceptions contained in Section 12(b) of the Incentive Plan, awards under the Incentive Plan generally
are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during
the recipient's lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be
paid only to the recipient or the recipient's beneficiary or representative. The Administrator has discretion, however, to establish
written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable
federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights,
or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient's
family members).

 Adjustments.
 As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Incentive
Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of
performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations,
stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends
or distributions of property to the stockholders.

 No
Limit on Other Authority. The Incentive Plan does not limit the authority of our board of directors or any committee to grant awards
or authorize any other compensation, with or without reference to the Company's common stock, under any other plan or authority.

 Termination
of or Changes to the Incentive Plan. The board of directors may amend or terminate the Incentive Plan at any time and in any manner.
Stockholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable
by the board of directors. Unless terminated earlier by the board of directors and subject to any extension that may be approved by stockholders,
the authority to grant new awards under the Incentive Plan will terminate on the tenth anniversary of its establishment. Outstanding
awards, as well as the Administrator's authority with respect thereto, generally will continue following the expiration or termination
of the plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of
the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.

 U.S.
Federal Income Tax Consequences of Awards under the Incentive Plan. The following is a summary of some of the material federal income
tax consequences to participants in the Incentive Plan under current federal tax laws. This summary deals with the general tax principles
that apply and is provided only for general information. Certain types of taxes, such as state, local or international income taxes,
are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to
locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal
investment circumstances and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the
Code to the extent an award is subject to and does not satisfy those rules. This summarized tax information is not tax advice.

 With
respect to nonqualified stock options, we generally are entitled to deduct and the participant recognizes taxable income in an amount
equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect
to incentive stock options, we generally are not entitled to a deduction nor does the participant recognize income at the time of exercise,
although the participant may be subject to the U.S. federal alternative minimum tax.

 The
current federal income tax consequences of other awards authorized under the Incentive Plan generally follow certain basic patterns:
nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the
fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition
as of the date of grant); restricted stock units, bonuses, stock appreciation rights, cash and stock-based performance awards, dividend
equivalents, stock units, and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively
deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant
recognizes income.

 If
an award is accelerated under the Incentive Plan in connection with a "change in control" (as this term is used under the
Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration ("parachute payments")
if we exceed certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, under Section
162(m) of the Code, the aggregate compensation in excess of $1,000,000 payable to current or former named executive officers (including
amounts attributable to equity-based and other incentive awards) may not be deductible by us in certain circumstances.

 Other
Elements of Compensation

 Retirement
Plans. We intend to adopt and maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain
eligibility requirements. We expect that our NEOs will be eligible to participate in the 401(k) plan on the same terms as other full-time,
salaried employees. The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation,
within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred
retirement savings through a 401(k) plan adds to the overall desirability of its executive compensation package and further incentivizes
its employees, including its NEOs, in accordance with its compensation policies.

 Health/Welfare
Plans. We intend for all of its full-time, salaried employees, including its NEOs, to be eligible to participate in our health and
welfare plans, which we expect to include: medical, dental, and vision benefits, and life and accidental death and dismemberment insurance.

 No
Tax Gross-Ups. We do not intend to make gross-up payments to cover our NEOs' personal income taxes that may pertain to any
of the compensation or benefits paid or provided by us.

Compensation

 Summary
Independent Director Compensation Table

 The
following table provides information regarding all compensation awarded to, earned by or paid to each person who served as a non-executive
director of the Company for some portion or all of 2024. Other than as set forth in the table and described more fully below, the Company
did not pay any fees, make any equity or non-equity awards, or pay any other compensation, to its non-employee directors. All compensation
paid to its employee directors is set forth in the tables summarizing executive officer compensation above.

 Name

 Fees
 Earned or
 paid in cash

 Stock
 Awards*

 Option
 Awards**

 All Other Compensation

 Total

 Donald W. Anderson (1)

 $
 50,000
 (1)

 $
 -

 $
 -

 $
 -

 $
 -

 Rebecca Shanahan (2)

 $
 25,000
 (2)

 $
 -

 $
 -

 $
 -

 $
 -

 Sajid Syed (3)

 $
 50,000
 (3)

 $
 -

 $
 -

 $
 -

 $
 -

 *
Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards
Board Accounting Standard Codification Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The
assumptions used in calculating the grant date fair value of restricted shares and option awards are set forth in the Critical Accounting
Estimates as disclosed in our Consolidated Financial Statements for the year ended December 31, 2023. The amount reported in this column
reflects the accounting cost for these awards and does not correspond to the actual economic value that may be received by the director
upon the vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares of common stock.

 **
Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with the Black-Scholes option pricing
model. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These
variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected
annual dividend yield and the expected stock price volatility over the expected term. The Company estimates volatility by reference to
the historical volatilities of the Company. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon
issues similar in duration to the expected term of the equity-settled award.

 (1)
 Mr. Anderson joined the board of directors on November 4, 2023. Mr. Anderson earned cash compensation for serving on the Board
in an aggregate amount of $50,000 during the year-ended December 31, 2024, pursuant to an agreement entered into by and between the Company
and Mr. Anderson, all of which has been deferred and unpaid.

 (2)
 Ms. Shanahan was appointed to the board of directors on August 13, 2024. Ms. Shanahan earned cash compensation for serving on the
Board in an aggregate amount of $25,000 during the year-ended December 31, 2024, pursuant to an agreement entered into by and between
the Company and Ms. Shanahan, all of which has been deferred and unpaid.

 (3)
 Mr. Syed was appointed to the board of directors on February 10, 2024. Mr. Syed earned cash compensation for serving on the Board
in an aggregate amount of $50,000 during the year-ended December 31, 2024, pursuant to an agreement entered into by and between the Company
and Mr. Syed, $12,500 of which is accrued and unpaid.

 Independent
Director Compensation Policy

Health has entered into individual agreements with each of its independent directors pursuant to which each independent director will
receive an annual cash retainer of $50,000.

Health's board of directors anticipates that Wellgistics Health will adopt a non-employee director compensation policy in the near
future. The policy will be designed to enable Wellgistics Health to attract and retain, on a long-term basis, highly qualified non-employee
directors. Wellgistics Health anticipates that each non-employee director will be eligible to receive cash retainers (which will be payable
quarterly in arrears and prorated for partial years of service) and certain equity awards.

 Rule
10b5-1 Trading Plans

 Our
executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to
Rule 10b5-1 under the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to
buy or sell shares of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the
executive officer or director when entering into the plan, without further direction from them. The executive officer or director may
amend or terminate the plan in specified circumstances.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 20, 2025,
for (a) each stockholder known by us to own beneficially more than 5% of the Company's common stock (b) our NEOs, (c) each of our
directors, and (d) all of our current directors and executive officers as a group. We have determined beneficial ownership in accordance
with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose. A person is also deemed to
be a beneficial owner of the Company's common stock if that person has or shares voting power, which includes the power to vote
or direct the voting of the Company's common stock or investment power, which includes the power to dispose of or to direct the
disposition of such capital stock. Except in cases where community property laws apply or as indicated in the footnotes to this table,
we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of the Company's
common stock shown as beneficially owned by the stockholder.

 The
number of shares beneficially owned by each stockholder as described in this prospectus is determined under rules issued by the SEC and
includes voting or investment power with respect to securities. Each of the stockholders listed has sole voting and investment power
with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

 Shares Beneficially Owned

 Name of Beneficial Owner (1)

 Number

 Percentage

 Directors and Named Executive Officers:

 Prashant Patel (2)

 9,108,000

 17.53
 %

 Suren Ajjarapu (3)

 6,363,200

 12.25
 %

 Brian Norton (4)

 2,524,308

 4.86
 %

 Shafaat Pirani

 67,080

 —
 %

 Donald Anderson

 44,720

 —
 %

 Sajid Syed

 44,720

 —
 %

 Rebecca Shanahan

 44,720

 —
 %

 Tim Canning

 —

 —
 %

 All Directors and Executive Officers as a group

 15,796,748

 30.41
 %

 Five Percent Holders:

 Annapurna Gundlapalli, Trustee of the Annapurna Gundlapalli Revocable Trust 2010

 8,944,000

 17.22
 %

 Patel Trust 2010

 4,472,000

 8.61
 %

 Sandhya Ajjarapu, Trustee of the Sandhya Ajjarapu Revocable Trust 2007

 3,863,200

 7.44
 %

 (1)
The mailing address of all individuals listed is c/o Wellgistics Health, Inc., 3000 Bayport Drive Suite 950, Tampa, FL 33607.

 (2)
Includes (i) 2,236,000 shares owned directly by Mr. Patel, (ii) 4,472,000 shares owned by the Patel Trust 2010, which Mr. Patel claims
beneficial ownership of, as co-trustee with his wife, Rina Patel, (iii) and 2,400,000 shares owned by Goldshield Health LLC, an entity
that Mr. Patel beneficially owns, for which Mr. Patel thereby claims beneficial ownership.

 (3)
Includes (i) 44,720 shares owned directly by Mr. Norton, (ii) 2,279,621 shares owned
by Strategix Global LLC, an entity in which Mr. Norton has a beneficial interest, and (iii) 199,967 shares owned by Nomad Capital LLC,
an entity in which Mr. Norton has a beneficial interest.

 (4) Includes (i) (i) 2,236,000 shares owned directly by Mr. Patel, (ii)
4,472,000 shares owned by the Patel Trust 2010, which Mr. Patel claims beneficial ownership of, as co-trustee with his wife, Rina Patel,
(iii) and 2,400,000 shares owned by Goldshield Health LLC, an entity that Mr. Patel beneficially owns, for which Mr. Patel thereby claims
beneficial ownership.

 Equity
Compensation Plan Information

 The
following table provides information as of December 31, 2024, with respect to securities that may be issued under our equity compensation
plans.

 Plan Category

 Number of
 securities to be
 issued upon
 exercise of
 outstanding options,
 warrants and rights

 Weighted-average exercise
 price of outstanding options,
 warrants and rights

 Number of securities
 remaining available for
 future issuance under
 equity compensation
 plans (excluding
 securities reflected in
 column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 -

 $
 -

 -

 Equity compensation plans not approved by security holders

 -

 $
 -

 -

 Total

 -

 $
 -

 -

 The
only equity compensation plan that has been approved by the Company's security holders and currently is in full force and effect
is the Incentive Plan. The Incentive Plan was approved by the Company on October 29, 2024. The Incentive Plan provides an opportunity
for any employee, officer, director or consultant of the Company, subject to any limitations provided by federal or state securities
laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) stock appreciation
rights; (iv) restricted stock; (v) stock awards; (vi) stock bonuses; (vii) restricted stock units; (viii) performance stock; (ix) stock
units or phantom stock (contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock); (x)
dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period
of time, or similar rights to purchase or acquire shares; and (xi) cash awards.

 In
making such determinations, the Company's board of directors (or the Compensation Committee) may take into account the nature of
the services rendered by such person, his or her present and potential future contribution to the Company's success, and such other
factors as the Company's board of directors (or the Compensation Committee) in its discretion shall deem relevant. Incentive stock
options granted under the Incentive Plan are intended to qualify as "incentive stock options" within the meaning of Section
422 of the Code. Nonqualified (non-statutory stock options) granted under the Incentive Plan are not intended to qualify as incentive
stock options under the Code.

 The
Incentive Plan is intended to secure for the Company the benefits arising from ownership of the Company's common stock by the employees,
officers, directors and consultants of the Company, all of whom are and will be responsible for the Company's future growth. The
Incentive Plan is designed to help attract and retain for the Company, qualified personnel for positions of exceptional responsibility,
to reward employees, officers, directors, and consultants for their services to the Company and to motivate such individuals through
added incentives to further contribute to the success of the Company.

 Subject
to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common
stock, or a reorganization or reclassification of the Company's common stock, the maximum aggregate number of shares of common
stock which may be issued pursuant to awards under the Incentive Plan is 43,506,064 shares of common stock, which automatically increases
on January 1 of each calendar year during the term of the Incentive Plan, by an amount equal to the lesser of (i) three percent (3%)
of the total number of shares of the Company's common stock issued and outstanding on December 31 of the immediately preceding
calendar year or (ii) such number of shares of the Company's common stock as may be established by the Administrator.

 As
of the date of this Annual Report, a total of 43,506,064 shares of common stock remain available for awards under the Incentive Plan.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Independence

 Our
common stock is traded on Nasdaq under the ticker "WGRX". Compensation arrangements for our named executive officers and
our directors are described elsewhere in this Annual Report under the sections entitled " Executive Compensation " and
" Director Compensation."

 Under
Nasdaq's rules and listing standards, a majority of the members of our board of directors must satisfy Nasdaq's criteria
for "independence." Under applicable Nasdaq rules, no director qualifies as independent unless our board of directors affirmatively
determines that the director does not have a relationship with us that would impair independence (directly or as a partner, stockholder
or officer of an organization that has a relationship with us). Our board of directors has determined that all members of our board of
directors, except Prashant Patel, are independent directors, including for purposes of Nasdaq and SEC rules and regulations. Mr. Patel
is not independent as a result of his position as our executive officer. In making these determinations, our board of directors considered
the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board
of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee
director and the transactions described below.

 Related
Transactions

 Except
as set forth below, since January 1, 2023, there has not been nor are there currently proposed any transactions or series of similar
transactions to which we were or are to be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of
our total assets at year-end for the last two completed fiscal years and in which any of our directors or executive officers or any holder
of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or
indirect material interest.

 Wood
Sage Membership Interest Purchase Agreement

 In
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"). We completed
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. Mr. Panchal currently is our Vice President of Business Development and Sales in addition to being a stockholder of the
Company.

LLC Membership Interest Purchase Agreement

May 2023, we entered into the Wellgistics MIPA, whereby we agreed to acquire all of the issued outstanding membership interests of Wellgistics
LLC.

 On
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
MIPA. On December 26, 2023, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to March
29, 2024. 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, the Company and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the purchase
price to be paid by us for acquiring Wellgistics LLC, the closing date of the transaction, and certain other terms and conditions. The
purchase price that we agreed to pay Wellgistics LLC under the revised agreement consists of:

 a
 closing cash payment of $10 million, $1 million of which is payable 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 the earlier of 45 calendar days following effectiveness of
 this registration statement and August 30, 2025;

 a
 promissory note in the aggregate principal amount of $15 million plus simple interest accruing annually equal to the "Prime
 Rate" as published by the Wall Street Journal on January 1 of the applicable year, together payable in three equal annual
 installments commencing on the first anniversary of the date that this registration statement becomes effective;

 bonus
 payments in the form of the Company's common stock equaling an aggregate value of $10 million that vest over three years and
 are payable in three equal annual installments;

 bonus
 payments in the form of the Company's common stock in an aggregate amount of up to $5 million that vest only if certain financial
 metrics are met, with unvested shares of common stock subject to repurchase by us for a nominal purchase price if such financial
 metrics are not met; and

 contingent
 bonus payments consisting of 50% cash and 50% the Company's common stock to the extent that our 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.

 On
August 30, 2024, we closed on the acquisition of Wellgistics LLC, thereby making Wellgistics LLC—a company focused on wholesale
operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant
to improve market access to and patient outcomes regarding the medications—a wholly owned subsidiary of the Company.

 On
November 4, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million respective
bonus payments into an immediate share issuance of 3,999,335 shares of restricted the Company's common stock. 2,666,223 shares
of common stock vest in equal annual installments over a period of three years. These shares of common stock are not subject to repurchase
by us. 1,333,112 shares have been fully issued, but vest only upon the achievement of certain financial metrics. In the event the stated
metrics for the applicable year are not achieved, we can repurchase the applicable portion of the 1,333,112 unvested shares for nominal
consideration of $0.0001 per share.

 On
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 upon the earlier of (i) 120 calendar days following effectiveness of the
Registration Statement on Form S-1 that we filed with the SEC on July 22, 2024, as subsequently amended and (ii) or August 30, 2025.

 Master
Service Agreement

 On
January 20, 2023, we entered into a Master Service Agreement with Wood Sage (the "Wood Sage Agreement"). Pursuant to the
Wood Sage Agreement, Wood Sage agreed to provide management and other administrative services and assistance in return for payment in
the amount of $265,881.44. On September 29, 2023, Wood Sage and the Company entered into a termination agreement whereby we terminated
the Master Service Agreement, as well as any amendments thereto, and released Wood Sage and the Company from their respective covenants,
agreements, and undertakings made thereunder.

 TRxADE
Promissory Note

 On
September 14, 2023, Scienture—then operating under the name TRxADE Health, Inc.—made a promissory note in favor of the Company
in connection with the Company lending Scienture $300,000. The promissory note accrued interest at 0% per annum and is due and payable
no later than 30 days after a change in control of borrower, as defined in the note agreement.
Scienture prepaid $250,000 of the outstanding principal owing on the promissory note, leaving a principal balance of $50,000 as of the
date the promissory note was made. The note was fully paid off in February 2024. Prashant Patel, the Chief Strategy Officer and Vice
Chairman of our board of directors, and Suren Ajjarapu, Chairman of our board of directors, served on Scienture's board of directors
at the time of the transaction. While Mr. Patel no longer serves on Scienture's board of directors, Mr. Ajjarapu does continnue
to serve on Scienture's board of directors.

 Executive
Employment Agreements

 On
February 10, 2023, we entered into an executive employment agreement with Shafaat Pirani, our Chief Clinical Officer. The initial term
of the agreement began on June 16, 2024, and expires on June 30, 2028. The term will be automatically renewed until the agreement is
terminated pursuant to its terms. Dr. Pirani's initial annual base salary is $275,000 and such base salary will be subject to adjustment
by the board of directors each year. Dr. Pirani is also eligible to receive a yearly cash, stock, or equity bonus and a yearly performance
bonus of up to 20% of his base salary. Such bonus amounts will be determined by the board of directors. Furthermore, Dr. Pirani will
receive shares of the Company's common stock as of December 31 for the entirety of the term of the agreement.

 On
August 9, 2023, we entered into an executive employment agreement with Prashant Patel, our Chief Strategy Officer and Vice Chairman of
the Board of Directors. The initial term of the agreement began on December 31, 2023, and expires on December 31, 2025. The term will
be automatically renewed until the agreement is terminated pursuant to its terms. Mr. Patel's initial annual base salary is $400,000
and such base salary will be subject to adjustment by the compensation committee each year. Mr. Patel is also eligible to receive a yearly
cash, stock, or equity bonus and a yearly performance bonus of up to 200% of his base salary. Such bonus amounts will be determined by
the compensation committee. In addition to certain customary benefits, Mr. Patel will receive a monthly automobile allowance of $2,000.

 On
August 9, 2023, we entered into an executive employment agreement with Suren Ajjarapu, our Chairman of the Board of Directors. The initial
term of the agreement begins on December 31, 2023, and expires on December 31, 2025. The term will be automatically renewed until the
agreement is terminated pursuant to its terms. Mr. Ajjarapu's initial annual base salary is $400,000 and such base salary will
be subject to adjustment by the compensation committee each year. Mr. Ajjarapu is also eligible to receive a yearly cash, stock, or equity
bonus and a yearly performance bonus of up to 200% of his base salary. Such bonus amounts will be determined by the compensation committee.
In addition to certain customary benefits, Mr. Ajjarapu will receive a monthly automobile allowance of $2,000.

 On
April 15, 2024, Wellgistics Health entered into a contract agreement with Aletheia Strategic Advisory LLC (" Aletheia "),
whereby Vishnu Balu—the sole member of Aletheia—agreed to serve as Wellgistics Health's financial lead or Chief Financial
Officer. The agreement may be terminated upon three-month notice unless Mr. Balu's position is converted to another full-time position.
In exchange for Mr. Balu service, Wellgistics Health committed to pay Mr. Balu an annual fee equal to $200,000.

 On
March 3, 2025, we entered into an executive employment agreement with Brian Norton, our Chief Executive Officer. The initial term of
the agreement began on March 3, 2025, and expires on December 31, 2025. The term will be automatically renewed until the agreement is
terminated pursuant to its terms. The agreement provides for an annual base salary of $490,000. Mr. Norton's base salary may increase
as determined by the Compensation Committee of the Company's Board of Directors in its sole discretion, and will increase by 5%
in the event Mr. Norton meets at least 90% of certain annual performance metrics established by the Compensation Committee. Furthermore,
Mr. Norton is eligible for a performance based bonus of up to 100% of his base salary as determined by the Compensation Committee that
is contingent upon the achievement of certain performance objectives and a yearly discretionary cash stock or equity bonus in an amount
determined by the Compensation Committee. Mr. Norton's employment agreement provides an automobile allowance of $1,000 per month
and a relocation allowance of $15,000. On the Effective Date, Mr. Norton will be granted Restricted Stock Units ("RSU") Awards
of 9,000,000 shares of the Company's common stock that vest over three years in equal amounts contingent upon the Company realizing
certain gross revenue and gross profit targets. In the event that Mr. Norton resigns for "good reason" or is terminated by
the Company without "cause," each as defined in Mr. Norton's employment agreement, or a change of control takes place,
all outstanding and unvested RSUs will immediately accelerate and vest in full. Under Mr. Norton's employment agreement, Mr. Norton
will be eligible for other employee benefits in accordance with the Company's policies and plans.

 Indemnification
Agreements

 On
January 9, 2024, Wellgistics Health entered into an indemnification agreement with Tim Canning, its former Chief Executive Officer. The
agreement required Wellgistics Health to indemnify Mr. Canning for certain expenses, including reasonable attorneys' fees, incurred
by him in certain actions or proceedings arising out of his services as Wellgistics Health's Chief Executive Officer.

 We
intend to enter into indemnification agreements with our directors and executive officers that will, among other things, require us to
indemnify our directors and executive officers for certain expenses, including reasonable attorneys' fees, incurred by such directors
and executive officers in generally any action or proceeding arising out of their services as directors or executive officers of the
Company or any other company or enterprise to which the person provides services at the Company's request. We believe that indemnification
agreements are necessary to attract and retain qualified persons as directors and officers. These indemnification provisions may discourage
stockholders from bringing a lawsuit against directors for breach of their fiduciary duties, and may reduce the likelihood of derivative
litigation against directors and officers, even though an action, if successful, might benefit Wellgistics Health and its stockholders.
A stockholder's investment may decline in value to the extent we pay the costs of settlement and damage awards against directors
and officers pursuant to the indemnification provisions.

 Related
Party Transaction Policy

 Our
board of directors intends to adopt a written related person policy to set forth the policies and procedures for the review and approval
or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of
similar transactions, arrangements or relationships in which we are to be a participant, the amount involved exceeds $100,000 and a related
person had or will have a direct or indirect material interest, including purchases of goods or services by or from the related person
or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related
person.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 The
following table presents fees for professional audit services rendered by Suri & Co. ("Suri") for the audit of the Company's
annual financial statements for the year ended December 31, 2024 and 2023 and fees billed for other services rendered during those periods:

 2024

 2023

 Audit fees (1)

 $
 96,000

 $
 109,000

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All other fees (2)

 -

 -

 Total

 $
 96,000

 $
 109,000

 (1)
Audit fees consist of fees billed for professional services performed by Suri & Co. for the audit of our annual consolidated financial
statements, the review of interim consolidated financial statements, and review of the registration statement on Form S-1 for our initial
public offering, and related services that are normally provided in connection with statutory and regulatory filings or engagements.

 Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant

 Consistent
with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing
the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established
a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm

 Prior
to engagement of an independent registered public accounting firm for the next year's audit, management will submit an aggregate
of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

 1.
 Audit services include audit work performed in the preparation of financial statements, as well as work that generally
only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits,
and attest services and consultation regarding financial accounting and/or reporting standards.

 2.
 Audit-Related services, if any, are for assurance and related services that are traditionally performed by an independent
registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special
procedures required to meet certain regulatory requirements.

 3.
 Tax services, if any, include all services performed by an independent registered public accounting firm's tax personnel
except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance,
tax planning, and tax advice.

 4.
 Other Fees are those associated with services not captured in the other categories. The Company generally does not request
such services from our independent registered public accounting firm.

 Prior
to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee
requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout
the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered
public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee
requires specific pre-approval before engaging our independent registered public accounting firm.

 The
Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENTS AND SCHEDULES

 (a)
Documents filed as part of this Annual Report:

 The
following is an index of the financial statements, schedules and exhibits included in this Form 10-K or incorporated herein by reference.

 (1)

 All
 Financial Statements

 to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Consolidated
 Financial Statement Schedules

 Except
as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present
in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial
statements and notes thereto included in this Form 10-K.

 (3)

 Exhibits

 Exhibit

 Number

 Description

 2.1**

 Amended and Restated Membership Interest Purchase Agreement dated June 16, 2024, by and between Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) and Nikul Panchal (incorporated by reference to Exhibit 10.1 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 2.2**

 Membership Interest Purchase Agreement dated May 11, 2023, by and among Wellgistics Health, Inc. (f/k/a Danam Health, Inc.), Wellgistics, LLC, Strategix Global LLC, Nomad Capital LLC, Jouska Holdings LLC, and Brian Norton, as amended (incorporated by reference to Exhibit 5.2 of Wellgistics Health, Inc.'s Current Report on Form 8-K filed with the SEC on March 6, 2025).

 3.1

 Certificate of Incorporation of Wellgistics Health, Inc., as amended and currently in effect (incorporated by reference to Exhibit 3.1 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 3.2

 Bylaws of Wellgistics Health, Inc. as currently in effect (incorporated by reference to Exhibit 3.2 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.1

 Form of Lock-Up Agreement (incorporated by reference to Exhibit 1.1 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.2

 Second Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025)

 10.3

 Executive Employment Agreement dated January 1, 2023, by and between Suren Ajjarapu and Wellgistics Health, Inc. (incorporated by reference to Exhibit 10.6 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.4

 Executive Employment Agreement dated January 1, 2023, by and between Dr. Shafaat Pirani and Wellgistics Health, Inc. (incorporated by reference to Exhibit 10.7 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.5

 Executive Employment Agreement dated January 1, 2023, by and between Prashant Patel and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.8 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.6

 Executive Employment Agreement dated January 1, 2023, by and between Nikul Panchal and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.9 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.7

 Executive Employment Agreement dated March 3, 2025, by and between Wellgistics Health, Inc. and Brian Norton (incorporated by reference to Exhibit 5.1 of Wellgistics Health, Inc.'s Current Report on Form 8-K filed with the SEC on March 6, 2025).

 10.8

 Indemnification Agreement dated January 9, 2024, by and between Tim Canning and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.10 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025)

 10.9

 Contract Agreement dated April 15, 2024, by and between Aletheia Strategic Advisory LLC and Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.11 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.10

 Lease Agreement dated March 23, 2024, by and between GVI-IP TAMPA OFFICE OWNER, LLC and Wellgistics, LLC and Wellgistics Health, Inc (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.12 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025)

 10.11

 Promissory Note dated August 22, 2023, made by Wood Sage, LLC in favor of Integral Health, Inc. (incorporated by reference to Exhibit 10.13 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.12

 Promissory Note dated January 12, 2024, made by Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) in favor of Strategic EP LLC (incorporated by reference to Exhibit 10.14 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.13

 Promissory Note effective September 14, 2023, made by TRxADE, Inc. in favor of Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) Promissory Note effective September 14, 2023, made by TRxADE, Inc. in favor of Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) (incorporated by reference to Exhibit 10.15 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.14

 Promissory Note dated September 13, 2023, made by Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) in favor of Nomad Capital LLC (incorporated by reference to Exhibit 10.16 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.15

 Loan and Security Agreement dated November 22, 2024, by and between Marco Capital, Inc. and Wellgistics, LLC (incorporated by reference to Exhibit 10.17 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.16

 Guaranty Agreement dated as of November 22, 2024, by Wellgistics Health, Inc. (formerly Danam Health, Inc.) in favor of Marco Capital, Inc. (incorporated by reference to Exhibit 10.18 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.17

 Roadie, Inc. Services Agreement dated July 12, 2023, by and between Roadie, Inc. and Alliance Pharma Solutions, LLC dba DelivMeds (incorporated by reference to Exhibit 10.19 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.18

 Integration and Delivery Services Agreement dated January 26, 2022, by and between Lyft Healthcare, Inc. and Alliance Pharma Solutions, LLC d/b/a DelivMeds (incorporated by reference to Exhibit 10.20 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.19

 Master Services Agreement dated November 20, 2023, by and between Best Computer Systems, Inc. d/b/a BestRx Pharmacy Software and DelivMeds (incorporated by reference to Exhibit 10.21 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.20

 340B Contract Pharmacy Services Agreement dated April 1, 2021, by and between Community Specialty Pharmacy, LLC and AIDS Service Association of Pinellas, Inc. dba EPIC (incorporated by reference to Exhibit 10.22 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.21

 Participating Pharmacy Agreement dated February 6, 2023, by and between Medzoomer, Inc. and Community Specialty Pharmacy Inc. (incorporated by reference to Exhibit 10.23 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.22

 Standard Merchant Cash Advance Agreement dated October 1, 2024, by and between Cedar Advance LLC and Wellgistics LLC / Danam Health, Inc. (incorporated by reference to Exhibit 10.24 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1/A filed with the SEC on January 14, 2025).

 10.23

 Consulting Agreement dated February 25, 2025, by and between Wellgistics Health, Inc. and Hudson Global Ventures, LLC (incorporated by reference to Exhibit 1.1 of Wellgistics Health, Inc.'s Current Report on Form 8-K filed with the SEC on February 28, 2025).

 14.1*

 Code of Ethics

 19.1*

 Insider Trading Policy

 21.1

 List of Subsidiaries of Wellgistics Health, Inc. (incorporated by reference to Exhibit 21.1 of Wellgistics Health, Inc.'s amended Registration Statement on Form S-1 filed with the SEC on January 14, 2025).

 31.1*

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Compensation Recovery Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 104*

 Cover

 *

 Furnished
 herewith.

 **

 As
 permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions
 of this exhibit have been redacted from the publicly filed document. The Company agrees to furnish supplementally an unredacted copy
 of the exhibit to the Securities and Exchange Commission upon its request.

 Indicates
 a management contract or any compensatory plan, contract or arrangement.

 ITEM
 16.

 FORM
 10–K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
 March 25, 2025

 /s/
 Brian Norton

 By:

 Brian
Norton, Chief Executive Officer (Principal Executive Officer)

 Date:
 March 25, 2025

 /s/
 Vishnu Balu

 By:

 Vishnu
 Balu

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Brian Norton

 Chief
 Executive Officer

 March

 Brian
 Norton

 (Principal
 Executive Officer)

 /s/
 Vishnu Balu

 Chief
 Financial Officer

 March

 Vishnu
 Balu

 (Principal
 Financial Officer, Principal Accounting Officer)

 /s/
 Suren Ajjarapu

 March

 Suren
 Ajjarapu

 /s/
 Prashant Patel

 March

 Patel

 /s/
 Sajid Syed

 March

 Sajid
 Syed

 /s/
 Donald W. Anderson

 March

 Donald
 W. Anderson

 /s/
 Rebecca Shanahan

 March

 Rebecca
 Shanahan