Form 10-Q Wellgistics Health, Inc. For: Mar 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
Or
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission
file number:
(Exact Name of Registrant As Specified In Its Charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of Principal Executive Offices) | (ZIP Code) |
(Registrant’s telephone number, including area code)
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities to be registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The
(The NASDAQ Capital Market) |
Indicate
by check mark whether the registrant (1) has filed 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 ☐
Indicate
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 such files).
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If
an emerging growth company, indicate by check mark if the Company 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
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 19, 2026, there were 126,653,372 and shares of the Company’s common stock, par value $, issued and outstanding.
TABLE OF CONTENTS
In this Quarterly Report on Form 10-Q (this “Quarterly 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.”
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
WELLGISTICS HEALTH, INC.
CONSOLDIATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Due from related party | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Capitalized software | ||||||||
| Operating lease, right-of-use-assets | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
| Deposits | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable, related party | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Due to related parties | ||||||||
| Convertible notes payable | ||||||||
| Current portion of debt obligations, net of debt discount | ||||||||
| Operating lease liabilities- current portion | ||||||||
| Total current liabilities | ||||||||
| Notes payable | ||||||||
| Operating lease liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and and shares outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 3 |
WELLGISTICS HEALTH, INC.
CONSOLDIATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of net revenues | ||||||||
| Gross profit (loss) | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Sales and marketing | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income/(expense): | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Gain on extinguishment of vendor obligation | ||||||||
| Settlement fees | ( | ) | ||||||
| Other income | ||||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 4 |
WELLGISTICS HEALTH, INC.
CONSOLDIATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock issued pursuant to public offering | ||||||||||||||||||||
| Common stock issued pursuant to consulting agreements | ||||||||||||||||||||
| Vested restricted stock granted to consultants | ||||||||||||||||||||
| Vested restricted stock granted to directors | ||||||||||||||||||||
| Vested restricted stock granted to employees | ||||||||||||||||||||
| Offering costs | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock and warrants issued in settlement of accrued compensation | ||||||||||||||||||||
| Common stock issued in settlement of vendor obligation | ||||||||||||||||||||
| Common stock issued as settlement and legal fees | ||||||||||||||||||||
| Common stock issued pursuant to consulting agreement | ||||||||||||||||||||
| Issuance of placement agent warrants in connection with convertible notes | - | |||||||||||||||||||
| Vested restricted stock granted to employees | - | |||||||||||||||||||
| Vested restricted stock granted to consultants | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 5 |
WELLGISTICS HEALTH, INC.
CONSOLDIATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Allowances for credit losses | ||||||||
| Gain on extinguishment of vendor obligation | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Stock-based compensation | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deferred offering costs | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Inventories, net | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Operating lease liabilities, net | ( | ) | ( | ) | ||||
| Due from / to related parties, net | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investments in capitalized software | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from promissory note | ||||||||
| Repayment of promissory note | ( | ) | ||||||
| Repayment of seller promissory note | ( | ) | ||||||
| Proceeds from revolving line of credit | ( | ) | ||||||
| Repayment of revolving line of credit | ( | ) | ||||||
| Proceeds from convertible notes | ||||||||
| Proceeds from Merchant cash advance | ||||||||
| Repayment of merchant cash advance | ( | ) | ||||||
| Repayment of term loan | ( | ) | ||||||
| Proceeds from common stock issued pursuant to public offering | ||||||||
| Offering costs | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of common stock for prepaid consulting services | $ | $ | ||||||
| Issuance of common stock and warrants in settlement of accrued compensation | $ | $ | ||||||
| Issuance of common stock in settlement of vendor and debt obligation | $ | $ | ||||||
| Fair value of warrants issued as debt issuance cost | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 6 |
WELLGISTICS HEALTH, INC.
NOTES TO THE CONDENDSED CONSOLDIATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Wellgistics Health, Inc. (the “Company,” “we,” “us,” or “our”) is a Delaware corporation headquartered in Tampa, Florida. The Company was initially organized as Ayan Sponsors LLC on September 6, 2022, and subsequently incorporated as Danam Health, Inc. on November 15, 2022. On October 4, 2024, the Company changed its corporate name to Wellgistics Health, Inc. by filing a duly authorized Certificate of Amendment to its Certificate of Incorporation.
The Company operates as a holding company with Wood Sage LLC (“Wood Sage”) as a directly held intermediate holding company subsidiary, Wellgistics Tech & Hub, LLC and Wellgistics Pharmacy, LLC as indirect operating subsidiaries, and Wellgistics, LLC as a direct operating subsidiary.
In June 2024, the Company closed on the acquisition of Wood Sage (the “Wood Sage Acquisition”), acquiring two operating subsidiaries: Wellgistics Tech & Hub, LLC (f/k/a Alliance Pharma Solutions LLC d/b/a DelivMeds), a pharmaceutical technology hub, and Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC), a retail community specialty pharmacy. On August 30, 2024, the Company closed on the acquisition of Wellgistics, LLC (the “Wellgistics Acquisition”), a wholesale pharmaceutical distributor serving a network of independent pharmacies.
Summary of Significant Accounting Policies
A description of the Company’s significant accounting policies and other financial information is included in the Company’s audited consolidated financial statements filed on March 20, 2026, with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). These policies have been applied consistently in these unaudited condensed consolidated interim financial statements.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2025 and for the three months then ended.
The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2025 included in the Form 10-K filed with the SEC on March 20, 2026.
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Basis of Presentation and Principles of Consolidation
The Company’s fiscal year ends on December 31.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) in all material respects and have been consistently applied in preparing the accompanying unaudited condensed consolidated financial statements.
The condensed consolidated financial statements include the consolidated 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.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Descriptions of significant accounting policies are included in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from those estimates.
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. For the three months ended March 31, 2026 and 2025, there was no difference between net loss and comprehensive loss.
Segment Reporting
In accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The
CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions
about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
The key measures of segment profit or loss reviewed by our CODM are revenue and operating costs. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
See Note 12 for further details.
Concentration of Credit Risks, Major Customers and Vendors
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.
| 8 |
For
the three months ended March 31, 2026, no single customer accounted for more than
As
of March 31, 2026, two customers accounted for approximately
The Company’s revenues and accounts receivable are subject to concentration risk due to its reliance on a limited number of significant customers. The loss of any one of these customers, or a material reduction in their purchase volumes, could have a material adverse effect on the Company’s business, financial condition, and results of operations. Management continues to actively pursue opportunities to broaden and diversify the Company’s customer base in order to reduce its exposure to this concentration risk.
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, 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 and Allowance for Credit Losses
Accounts receivable are recorded at the net invoiced amount, net of allowance for credit losses, and do not bear interest. Expected credit losses include losses expected based on known credit issues with specific customers as well as a general expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectability. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for credit losses. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may be in excess of the Company’s estimated allowance.
The Company uses a loss rate method to estimate its allowance for credit losses. The determination of the current expected credit loss rate begins with our review of historical loss experience as a percentage of accounts receivable. To determine the current allowance for credit losses, we combine the historical and expected credit loss rates and apply them to our period end accounts receivable.
| 9 |
The
Company provides for a
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 and are presented in cost of net revenues in the accompanying consolidated statements of operations and comprehensive loss. We believe that the inventory valuation provides a reasonable approximation of the current value of inventory.
Capitalized Software
The Company complies with the guidance of ASC 350-40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for our internally developed system projects that it utilizes to provide our services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for our intended use. Costs for upgrades and enhancements are capitalized, whereas costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for our intended use.
As
of March 31, 2026 and December 31, 2025, the Company capitalized $
The platform has not yet been placed in service and accordingly, amortization has not commenced.
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
–
Furniture
and Fixtures –
Software
–
Leasehold improvements –
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.
| 10 |
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
Goodwill
Goodwill represents the excess of the 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 for impairment at least annually, or more frequently if indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. The Company’s reporting units have discrete financial information available, and management regularly reviews the operating results. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the Company’s 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.
Alternatively, the Company may proceed directly to the quantitative test. Under the quantitative 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 is recognized, up to the maximum amount of goodwill allocated to that reporting unit.
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.
The Company evaluates its intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In accordance with ASC 350, “Intangibles—Goodwill and Other,” intangible assets with finite lives, such as trademarks and customer relationships, are amortized over their estimated useful lives. The Company compares the carrying value of the intangible asset to its fair value, which is determined based on projected future cash flows. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized, and the asset is written down to its fair value.
| 11 |
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 not to combine lease and non-lease components. The non-lease components are accounted for separately and recognized as expenses when incurred. 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.
Revenue Recognition
The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”).
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.
Distribution
Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. 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 a contract liability.
| 12 |
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.
Disaggregation of Revenue
The following is a summary of the disaggregation of revenue for the three months ended March 31, 2026 and 2025:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Product revenue - distribution services | $ | $ | ||||||
| Pharmacy retail sales | ||||||||
| Third party logistics services | ||||||||
| Net revenues | $ | $ | ||||||
All revenue for the three months ended March 31, 2026, and 2025, were within the United States.
Contract Assets and Liabilities
Contract assets would include costs and services incurred on contracts with open performance obligations. These amounts would be included in contract assets on the consolidated balance sheets. Contract liabilities include payment received for incomplete performance obligations and are included in Unearned revenue on the unaudited condensed consolidated balance sheets
At
March 31, 2026, and December 31, 2025, the Company had unearned revenue of $
| 13 |
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.
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. See Note 9 for further details.
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share reflects the weighted-average number of common shares outstanding adjusted for the effect of potentially dilutive securities. For periods in which a net loss is reported, all potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. Accordingly, basic and diluted net loss per share are the same for the three months ended March 31, 2026 and 2025.
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Unvested restricted common stock | ||||||||
Unissued director share awards | 60,000 | - | ||||||
| Warrants | ||||||||
| Convertible notes | ||||||||
| Total potentially dilutive shares | ||||||||
Note 2. LIQUIDITY AND GOING CONCERN
For
the three months ended March 31, 2026, the Company had a net loss of $
In addition, on December 10, 2025, the Company received a deficiency notice from The Nasdaq Stock Market LLC indicating that the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive trading days, and that the Company was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has until June 8, 2026 to regain compliance with the minimum bid price requirement. On April 13, 2026, the Company received an additional deficiency notice from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies on the Nasdaq Capital Market to maintain a minimum stockholders’ equity of $2.5 million. If the Company is unable to regain compliance with the applicable Nasdaq listing requirements within the required timeframes, the Company’s common stock may be subject to delisting from the Nasdaq Capital Market, which could materially adversely affect the liquidity of the Company’s common stock and its ability to raise additional capita
Management Plans
Management is actively pursuing multiple initiatives to address the Company’s liquidity position and going concern uncertainty:
During the three months ended March 31, 2026, the Company raised gross proceeds of $6,500,000 through the issuance of secured convertible promissory notes to fund working capital requirements and satisfy existing debt obligations, including the full repayment of the Agile Capital Funding LLC arrangement.
Subsequent to March 31, 2026, the Company raised additional gross proceeds of $1,000,000 through the issuance of promissory notes to fund working capital requirements.
On April 2, 2026, the holders of a majority of the Company’s outstanding shares of common stock approved a reverse stock split at a ratio of not less than 1-for-25 and not more than 1-for-200, as determined by the Board of Directors in its sole discretion, which is intended in part to assist the Company in regaining compliance with Nasdaq’s minimum bid price requirement.
On April 13, 2026, the Company entered into a collaboration agreement with Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC related to the formation of a new limited liability company in which the Company is expected to hold a 51% ownership interest, which management believes will provide additional revenue opportunities and enhance the Company’s long-term growth prospects.
| 14 |
Management is also focused on growing revenues through the expansion of its pharmacy operations and distribution network, reducing operating expenses, and continuing to pursue additional equity and debt financing arrangements to fund the Company’s operations. The Company filed a definitive proxy statement on May 4, 2026 relating to a special meeting of stockholders to consider, among other matters, a proposed corporate name change to Vantix Health, Inc., the authorization of a class of preferred stock, and an increase in the number of shares reserved under the Company’s equity incentive plan, which management believes will enhance the Company’s ability to attract capital and incentivize key personnel.
Management believes that these initiatives, together with existing cash resources and anticipated revenues, will provide the Company with additional liquidity to support its operations. However, there can be no assurance that the Company will be able to obtain sufficient additional capital when needed, regain compliance with Nasdaq listing requirements, execute its collaboration agreement on the terms currently contemplated, or achieve profitability. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed consolidated financial statements are available to be issued.
Note 3. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consist of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Billed – Third Party | $ | $ | ||||||
| Total Accounts Receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
Note 4. INVENTORIES, NET
Inventory consists of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| First Defense Nasal Screen Corp (“FDNS”) | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventory, at cost | ||||||||
| Less: reserve for obsolescence | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
The
FDNS inventory consists of products purchased by Wellgistics, LLC from First Defense Nasal Screen Corp (“FDNS”). Following
a legal dispute with the supplier, the Company was awarded $
| 15 |
The
FDNS inventory has experienced minimal sales activity and management has determined there is no active market for the product. Based
on this assessment, the carrying value was deemed not recoverable, and a reserve for obsolescence of $
During
the three months ended March 31, 2026, the Company recorded an additional reserve for obsolescence of $
Note 5. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consist of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Leasehold Improvements | $ | $ | ||||||
| Equipment | ||||||||
| Furniture & Fixtures | ||||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation
expense was $
Note 6. INTANGIBLE ASSETS
Intangible assets consist of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Software development costs - Delivmeds | $ | $ | ||||||
| Accumulated impairment | ( | ) | ( | ) | ||||
| Capitalized software | $ | $ | ||||||
| Customer relationships - Woodsage acquisition | ||||||||
| Customer relationships - Wellgistics acquisition | ||||||||
| Trademark - Wellgistics acqusition | ||||||||
| License rights | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Accumulated impairment | ( | ) | ( | ) | ||||
| Other intangible assets, net | $ | $ | ||||||
| 16 |
Capitalized Software
Software
development costs relate to the Wellgistics Tech & Hub, LLC platform. As of March 31, 2026 and December 31, 2025, the Company had
gross capitalized software development costs of $
Customer Relationships and Trademark
Intangible
assets of $
Intangible
assets of $
Amortization
expense related to Wellgistics customer relationships was $
Total
amortization expense related to other intangible assets was $
The following table represents the future amortization of intangible assets:
| March 31, | ||||
| 2026 (remaining 9 months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| 17 |
Note 7. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued personnel costs | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued expenses | ||||||||
| Credit card obligation | ||||||||
| Unearned revenue | ||||||||
| Accrued interest | ||||||||
| $ | $ | |||||||
Note 8. DEBT
Outstanding debt consists of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Merchant cash advance | $ | $ | ||||||
| Loan payable | ||||||||
| Note payable - owners of Wellgistics | ||||||||
| Note payable - third party, net of debt discount | ||||||||
| Revolving line of credit | ||||||||
| Convertible notes | ||||||||
| Current portion of debt obligations | ||||||||
| Third party investor | $ | $ | ||||||
| Note payable - owners of Wellgistics | ||||||||
| Long-term debt | ||||||||
| Total debt | $ | $ | ||||||
As
of March 31, 2026 and December 31, 2025, unamortized debt discount was $
Merchant Cash Advance
On
October 20, 2025, the Company entered into a merchant cash advance agreement with Cedar Advance LLC (the “October 2025 MCA”).
Under the October 2025 MCA, the stated purchase price was $
The Company accounts for the merchant cash advance as a debt obligation. The difference between the total repayment obligation and the net proceeds received has been recorded as a debt discount and is amortized to interest expense over the term of the arrangement using the effective interest method.
| 18 |
For
the three months ended March 31, 2026, the Company made total repayments of $
As
of March 31, 2026, the gross contractual repayment obligation under the merchant cash advance was $
Loan Payable
On
October 29, 2025, the Company entered into a financing arrangement with Agile Capital Funding LLC (“Agile”) pursuant to which
it received net proceeds of $
During
the three months ended March 31, 2026, the Company repaid in full all amounts outstanding under the Agile arrangement for total cash
payments of $
As
of March 31, 2026, there were no amounts outstanding under the Agile arrangement. As of December 31, 2025, the net carrying amount of
the Agile obligation was $
Note payable – sellers of Wellgistics, LLC
On
July 24, 2025, the Company and the owners of Wellgistics LLC executed the Eighth Amendment to the Membership Interest Purchase Agreement
(“MIPA”), pursuant to which the principal amount of the seller promissory note was increased from $
For
the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $
Note Payable – Third party
On
January 2, 2025, the Company entered into an unsecured promissory note agreement with Arvoda Consulting LLC for a principal amount of
$
| 19 |
On
February 2, 2025, the Company entered into two separate unsecured promissory note agreement, each for a principal amount of $
On
April 8, 2025, the Company issued a promissory note to Strategic EP, LLC in the principal amount of $
In
September 2023, the Company entered into a promissory note agreement with a third party investor for a principal amount of $
Revolving line of credit – Wellgistics
In
November 2024, Wellgistics, LLC entered into a credit agreement for a revolving line of credit with a maximum borrowing capacity of $
| 20 |
Convertible notes payable
On
January 16, 2026, the Company entered into a Note Purchase Agreement with certain investors pursuant to which the Company issued and
sold secured convertible promissory notes (the “Notes”) in an aggregate principal amount of $
In
connection with the offering, the Company paid placement agent fees of $
The following table presents, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of warrants granted during the three months ended March 31, 2026:
| Three Months Ended | ||||
| March 31, | ||||
| 2026 | ||||
| Stock price | $ | |||
| Exercise price | ||||
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
The following table is a summary of annual principal payments of the Company’s outstanding debt:
| March 31, | ||||
| 2026 (nine months ending December 31, 2026) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Less : Unamortized debt discount | ( | ) | ||
| $ | ||||
| 21 |
Note 9. STOCKHOLDERS’ EQUITY
2026 Transactions
Consulting Agreement
On January 13, 2026, the Company issued shares of its common stock to Hudson Global Ventures, LLC as consideration for consulting services rendered to the Company. The fair value of the shares, determined based on the closing market price of $ per share on the date of issuance, was $, which was recognized as consulting expense within general and administrative expenses in the condensed consolidated statements of operations for the three months ended March 31, 2026.
Settlement Agreement
On January 28, 2026, the Company entered into a Settlement Agreement and Stipulation with Silverback Capital Corporation (“Silverback”), which was approved by the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida on February 4, 2026, pursuant to Section 3(a)(10) of the Securities Act of 1933. Under the terms of the settlement, the Company agreed to issue shares of its common stock to Silverback, the proceeds from the resale of which were applied to satisfy certain outstanding obligations of the Company, including vendor payables and notes payable.
Pursuant
to the settlement, the Company issued shares to Silverback in three tranches. On February 12, 2026, the Company issued shares
at an agreed settlement price of $ per share, for a total settlement value of $. The fair value of the shares on the date
of issuance, based on the closing market price of $ per share, was $. On March 9, 2026, the Company issued an additional
shares at an agreed settlement price of $
On
March 23, 2026, the Company issued an aggregate of shares of its common stock to Silverback in two components —
shares as consideration for settlement fees and shares as consideration for legal fees incurred in connection with the settlement
arrangement. The fair value of the shares was determined based on the closing market price of $ per share on the date of issuance,
resulting in settlement fees of $
Accrued Compensation Settlement
On
March 18, 2026, the Board of Directors approved the settlement of accrued compensation obligations owed to Suren Ajjarapu and Prashant
Patel through the issuance of equity securities. Pursuant to the settlement, the Company issued shares of common stock to each
of Mr. Ajjarapu and Mr. Patel, for an aggregate of
The
fair value of the shares on the date of issuance, based on the closing market price of $ per share, was $
The
aggregate fair value of the equity consideration issued of $
2025 Transactions
Initial Public Offering
On
February 24, 2025, the Company closed its initial public offering of shares of common stock at a public offering price of $
per share, generating gross proceeds of $
Consulting Agreements
On February 25, 2025, the Company issued shares of restricted common stock to Hudson Global Ventures, LLC as consideration for consulting services. The fair value of the shares, determined based on the closing market price on the grant date, was $, which was recognized as stock-based compensation expense within general and administrative expenses for the three months ended March 31, 2025.
On
March 17, 2025, the Company issued shares of restricted common stock to Draper, Inc. pursuant to a consulting agreement for investor
relations and business development services. The total fair value of the shares was $
| 22 |
2023 Equity Incentive Plan
The Company adopted the 2023 Equity Incentive Plan (the “Plan”), which provides the issuance of up to shares of the Company’s common stock (the “Initial Limit”). Beginning on January 1, 2025, and on each January 1 thereafter, the number of shares reserved for issuance under the Plan will automatically increase by an amount equal to three percent (3%) of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser amount as may be determined by the Plan’s administrator (the “Annual Increase”). Shares issued under the Plan may be newly issued shares or reacquired shares.
The Plan permits the grant of various types of stock-based awards, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares available for issuance as incentive stock options may not exceed the Initial Limit, as adjusted for any Annual Increases, subject to adjustment as provided under the terms of the Plan.
Shares subject to awards that expire, are canceled, or otherwise terminate without having been exercised or settled in full will again become available for future grant under the Plan. However, shares repurchased by the Company on the open market will not be added back to the share reserve. Awards that may be settled solely in cash do not count against the share reserve.
The Plan also includes a limitation on annual compensation to non-employee directors. The aggregate value of all equity awards granted to any non-employee director under the Plan, together with any cash compensation paid for service as a non-employee director, may not exceed (i) $ in the first calendar year of service and (ii) $ in any subsequent calendar year. The fair value of such awards is determined based on grant date fair value in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting conditions.
Restricted Common Stock
On February 4, 2026, the Company granted 200,000 shares of restricted common stock to a newly appointed director under the Plan, vesting in equal annual installments over a three-year period. The grant date fair value of the award was $68,000, determined based on the closing market price of $0.34 per share on the date of grant. In addition, the newly appointed director is entitled to an annual cash retainer of $120,000, payable quarterly in arrears, and an annual equity award of 60,000 shares of common stock under the Plan, issuable in arrears following the end of each calendar year. For the three months ended March 31, 2026, the Company accrued director compensation of $20,000 related to the cash retainer, included within accrued expenses and other liabilities in the condensed consolidated balance sheets, and recognized stock-based compensation expense of $3,400 related to the annual equity award, included within general and administrative expenses in the condensed consolidated statements of operations.
A summary of restricted common stock activity for the three months ended March 31, 2026 and 2025 is as follows:
Restricted Common Stock | Weighted Average Fair Value | |||||||
| Unvested shares as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited and cancelled | ||||||||
| Unvested shares as of March 31, 2026 | $ | |||||||
For
the three months ended March 31, 2026, the Company recognized stock-based compensation expense of $ related to restricted stock
awards, included within general and administrative expenses in the condensed consolidated statements of operations. For the three months
ended March 31, 2025, the Company recognized stock-based compensation expense of $ related to restricted stock awards, which
included $
As of March 31, 2026, total unrecognized compensation expense related to unvested restricted stock awards was $, which is expected to be recognized over a weighted-average remaining period of years.
Warrants
A summary of warrant activity for the three months ended March 31, 2026 is as follows:
| Warrants | Weighted Average Excerise Price | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Expired and cancelled | ||||||||
| Unvested shares as of March 31, 2026 | $ | |||||||
On
January 20, 2026, the Company issued
On
March 18, 2026, the Company issued an aggregate of
| Three Months Ended | ||||
| March 31, | ||||
| 2026 | ||||
| Stock price | $ | |||
| Exercise price | ||||
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
Fair
value of warrants $ per warrant and an aggregate fair value of $
| 23 |
Note 10. 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
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 $
In
January 2022, Wellgistics LLC entered into lease agreement for warehousing facility located in Lefrois, Florida, which has a lease term
of
The following is the summary of operating lease assets and liabilities:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Operating Leases | ||||||||
| Right-of-use assets | $ | $ | ||||||
| Lease liabilities, current portion | ||||||||
| Long-term lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
| Weighted Average Remaining Lease Term | ||||||||
| Weighted Average Discount Rate | % | % | ||||||
The following is the summary of future minimum payments:
| March 31, | ||||
| 2026 (remaining 9 months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Total | $ | |||
Note 11. RELATED PARTY TRANSACTIONS
The Company has transactions with Scietech, LLC where a significant investor is the spouse of one of the directors of the Company, which qualifies as a related party. As of March 31, 2026 and December 31, 2025, accounts payable to Scietech, LLC was $25,500. No new transactions occurred with Scietech, LLC during the three months ended March 31, 2026.
As
of December 31, 2025, the Company had an outstanding obligation of $
During
the three months ended March 31, 2026, the Company had outstanding advances of $
During the three months ended March 31, 2025, the Company had transactions with certain entities that were considered related parties at that time, including Integra Pharma Solutions, LLC (“IPS”) and companies affiliated with Nomad Capital LLC. These entities are no longer considered related parties as of the date of these financial statements. The following summarizes transactions with these entities for the three months ended March 31, 2025:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sales to Integra Pharma Solutions, LLC | $ | $ | ||||||
| Management services fees paid to Nomad Capital | $ | $ | ||||||
| IT expenses paid to Cingo Solutions | $ | $ | ||||||
| 24 |
Note 12. SEGMENT AND GEOGRAPHIC INFORMATION
The
Company operates as
The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2026 and 2025:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of net revenues | ||||||||
| Gross profit (loss) | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Sales and marketing | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income/(expense): | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Gain on extinguishment of vendor obligation | ||||||||
| Settlement fees | ( | ) | ||||||
| Other income | ||||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
All revenues were within the U.S. region. See Note 1, Organization and Summary of Significant Accounting Policies - Revenue Recognition for additional information about disaggregated revenue.
The Company’s long-lived tangible assets, as well as the Company’s operating lease right-of-use assets recognized on the unaudited condensed consolidated balance sheets were located as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| United States | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||
| Operating lease, right-of-use assets | $ | $ | ||||||
Note 13. 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.
Legal Matters
On
August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and the Chairman of the Board for breach
of contract, breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty, claiming accounting services
of $
Relatedly, Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company, have sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, asserting claims of improper UCC-1 filings, tortious interference with business relationships, slander of title, and state RICO violations. A motion to dismiss filed by Blythe remains pending. The Company is vigorously prosecuting its claims.
Wellgistics,
LLC is a defendant in a legal proceeding initiated by Lifsa Drugs LLC in the United States District Court for the District of New Jersey.
The complaint alleges that Wellgistics, LLC failed to make payment for certain pharmaceutical products and seeks damages of approximately
$
| 25 |
Dispute with Former Management
On October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida against certain former officers and/or directors of the Company. The complaint asserts claims including breach of fiduciary duty of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable claims. In January 2026, the Company served a notice of additional claims against the former management parties for misrepresentations and omissions of material fact in connection with an acquisition of certain limited liability company membership interests. The Company intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations and omissions, as well as related equitable and monetary remedies.
On December 10, 2025, defendants filed a motion to compel arbitration of all claims. A hearing on the motion was scheduled for April 27, 2026.
As
of March 31, 2026, obligations associated with these arrangements are reflected as liabilities on the Company’s condensed consolidated
balance sheet in the aggregate amount of approximately $
Vendor Demand Letter
The
Company and certain of its subsidiaries have received demand letters from various vendors requesting payment for goods and services previously
provided. The aggregate amount referenced in these demand letters is approximately $
Note 14. SUBSEQUENT EVENTS
Financing Activity
On April 1, 2026, the Company entered into a securities
purchase agreement with certain investors pursuant to which the Company issued promissory notes in an aggregate principal amount of up
to $
Reverse Stock Split Authorization
On April 2, 2026, the holders of a majority of the Company’s outstanding shares of common stock approved by written consent, in lieu of a special meeting, one or more amendments to the Company’s Certificate of Incorporation to authorize the Board of Directors to effect one or more reverse splits of the Company’s outstanding common stock at a ratio of not less than 1-for-25 and not more than 1-for-200, as determined by the Board of Directors in its sole discretion. The authorization is valid for a period of twelve months from the date of the written consent. The Board of Directors has not yet determined whether to effect a reverse stock split or, if so, the specific ratio to be applied. The reverse stock split, if effected, would become effective upon the filing of a Certificate of Amendment with the Office of the Secretary of State of the State of Delaware.
Silverback Capital Corporation
On April 3, 2026, the Company terminated its previously
disclosed settlement agreement with Silverback Capital Corporation. Prior to termination, the Company had issued an aggregate of
shares of common stock pursuant to the settlement agreement during the three months ended March 31, 2026. Subsequent to termination, on
April 8, 2026 and April 10, 2026, the Company issued an aggregate of additional shares of its common stock to Silverback Capital
Corporation at a settlement price of $ per share, for an aggregate settlement value of $
On May 18, 2026, the Company and Silverback entered into an Agreement Rescinding Termination and Reinstating Settlement Agreement, pursuant to which the parties agreed to rescind and withdraw the April 3, 2026 termination letter, reinstate the Settlement Agreement in its entirety, and continue performance thereunder. The reinstatement acknowledges that certain creditor claims remain outstanding and shall continue to be processed pursuant to the terms of the Settlement Agreement. The administrative close-out process contemplated following the termination was not completed.
Collaboration Agreement
On April 13, 2026, the Company entered into a collaboration
agreement with Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC related to the formation of a new limited liability
company in which the Company is expected to hold a 51% ownership interest. As consideration in connection with the transaction, the Company
agreed to issue $
Nasdaq Compliance
On April 13, 2026, the Company received a
deficiency notice from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule
5550(b)(1), which requires listed companies on the Nasdaq Capital Market to maintain a minimum stockholders’ equity of $
Forbearance Agreement
On May 1, 2026, Wellgistics, LLC entered into an Acknowledgment
of Indebtedness, Forbearance and Repayment Agreement with Marco Capital, Inc. pursuant to which Marco Capital, Inc. agreed to forbear
from exercising its rights and remedies with respect to approximately $
Definitive Proxy Statement
On May 4, 2026, the Company filed a definitive proxy statement with the SEC relating to a special meeting of stockholders. The matters to be considered at the special meeting include, among others, a proposed corporate name change to Vantix Health, Inc., the authorization of a class of preferred stock, and an increase in the number of shares reserved for issuance under the Company’s equity incentive plan.
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Item 2. 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 consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements” below. 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 Quarterly 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 Quarterly Report.
Cautionary Statement Regarding Forward-Looking Information
This Quarterly 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 Quarterly 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.
Forward-looking statements in this Quarterly 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; | |
| ● | Wellgistics Health deriving a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies; | |
| ● | Wellgistics 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; | |
| ● | changes in economic conditions that adversely affect consumer/client buying practices and market adoption of our mobile application and the accompanying revenues to premium access/services; | |
| ● | Wellgistics Health’s relationships with its primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships of its wholesale and hub technology platform subsidiaries; | |
| ● | changes in the healthcare industry and regulatory environments; | |
| ● | the effects of competition on Wellgistics Health’s future business; | |
| ● | Wellgistics Health’s ability to execute its business plans and strategy; and | |
| ● | other risks and uncertainties described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026, and those risks described in the section entitled “Risk Factors” of this Quarterly 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 Quarterly 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 Quarterly Report on information available to us on the date of this Quarterly 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 Quarterly 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.
Overview
Incorporated in 2022, we are a holding company for operating companies centered around healthcare technology and pharmaceutical services. We seek to be a micro health ecosystem, with a portfolio of companies consisting of a technology platform, pharmacy, and wholesale operations that provide novel prescription hub and clinical services. We strive to shift the dynamic of pharmaceutical care to revolve around the patient for a range of therapeutic conditions by offering various integrated solutions through leveraging our business segments to address access, care coordination, dispensing, delivery, and clinical management of certain pharmaceutical products.
Currently, we own one direct operating company, Wellgistics, LLC, and two indirect operating companies, Wellgistics Tech & Hub, LLC dba DelivMeds (f/k/a Alliance Pharma Solutions, LLC) (“Wellgistics Tech & Hub”) and Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC) (“Wellgistics Pharmacy”), through an intermediary—Wood Sage, LLC.
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Wellgistics, LLC
Founded in 2013, Wellgistics, LLC serves as the wholesale arm of our healthcare ecosystem as 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, 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.
Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60 manufacturing relationships, Wellgistics, LLC identifies niche therapeutic products and work 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 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. Its 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.
We acquired Wellgistics, LLC in August 2024.
Wellgistics Tech & Hub, LLC dba DelivMeds (f/k/a Alliance Pharma Solutions, LLC)
Founded in 2017 under the name Alliance Pharma Solutions, LLC and doing business as DelivMeds, Wellgistics Tech & Hub serves as the middleware technology arm of our healthcare ecosystem by facilitating prescription transfer and clinical concierge services to a network of independent pharmacies. After conducting an extensive market research survey focusing on competition, Wellgistics Tech & Hub identified several key differentiators from other healthcare technology solutions, including various integrations of the hub with pharmacy management software systems and pharmacy point of sale systems, among others. This suggests that Wellgistics Tech & Hub could serve as an end-to-end patient-centric solution automating the prescription journey. Powered by Wellgistics Pharmacy as the backend pharmacy, Wellgistics Tech & Hub 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 Managers, and pharmaceutical manufacturing companies.
Through Wellgistics Tech & Hub, we aim to preserve patient autonomy, improve price transparency, and aid 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. Wellgistics Tech & Hub’s 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.
We acquired Wellgistics Tech & Hub through our acquisition of Wood Sage in June 2024.
Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC)
Founded in 2011, Wellgistics Pharmacy serves as the backbone dispensing pharmacy of our healthcare ecosystem. First operating as a retail community 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. Initially focusing on providing HIV/AIDS products, Wellgistics Pharmacy has expanded its business operations to perform 340B services by partnering with local clinics and provider groups. It has pursued pharmacy state licenses to convert its business into 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. While Wellgistics Pharmacy voluntarily forfeited its specialty accreditations, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty pharmacy.
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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. It 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 that help drive revenue and prescription volume. Wellgistics Pharmacy’s relationship with Wellgistics, LLC and other wholesalers enables it to offer a competitive cash-based formulary for the uninsured and underinsured patient populations. Given its low-cost business model, Wellgistics Pharmacy believes there is an opportunity to gain market share with small- to medium-size employer groups in a partnership model with other consumer driven healthcare companies to the extent that more patients elect to pay out of pocket for prescriptions.
We acquired Wellgistics Pharmacy through our acquisition of Wood Sage in June 2024.
Wellgistics 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 acquiring Wood Sage, LLC, we did not generate revenue. As discussed above, we acquired Wellgistics Tech & Hub and Wellgistics Pharmacy through our acquisition of Wood Sage, LLC in June 2024, and acquired Wellgistics, LLC in August 2024. Currently, our revenues are derived from (i) pharmaceutical dispensing of products, (ii) care management services we deliver to patients and offer to pharmaceutical manufacturing clients, (iii) SaaS fees for use of our platform technology services, and (iv) product procurement and distribution to independent pharmacies.
We expect that 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 management believes that our digital pharmacy, including its hub and clinical services technology platform, is poised to add significant value in the 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.
We believe that 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. We seek to expand the service coverage area of our pharmacy operations while strengthening its clinical expertise in several key therapeutic categories, including services such as care coordination and patient financial assistance. Furthermore, we expect that our partner relationships will enable us to offer a competitive cash formulary as an alternative option when high insurance deductibles make it economically feasible. We anticipate expanding our wholesale operations as we continue to partner and establish new manufacturer relationships. With many of these new relationships, we intend to provide sales and clinical education support to the pharmacies purchasing these products. We have strategically identified opportunities to wholesale products that are normally not carried by the three largest wholesalers in the United States, and will seek to carve out exclusivity or semi- exclusive relationships based on a time period to ensure we are maximizing our revenues. We expect that new partnerships with group purchasing organizations will be effective, as we increase the business divisions’ visibility with all or many of the member pharmacies. Our technology division will be connected to our pharmacy network enabling us to operate as a digital pharmacy and hub. Our pharmacy network leverages independent, locally-owned pharmacies that are rooted in their communities to create a powerful network of over 19,000 pharmacies across the United States capable of delivering prescriptions in hours. This channel services approximately 1.3 billion prescriptions annually and represents a $47 billion market at wholesale cost.
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We seek to provide an end-to-end solution for digitizing the prescription journey through our Wellgistics Tech & Hub mobile application, which should help 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 intend to 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 expect to 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
Wellgistics 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 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.
Wellgistics 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.
Wellgistics 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
Sales and Marketing Expense
Sales and marketing expenses 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.
General and administrative expenses 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.
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Results of Operations
For the Three Months Ended March 31, 2026 and 2025
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | 1,559,563 | $ | 10,863,443 | ||||
| Cost of revenues | 1,389,342 | 10,170,802 | ||||||
| Gross profit | 170,221 | 692,641 | ||||||
| General and administrative | 4,868,935 | 31,172,920 | ||||||
| Sales and marketing | 960,000 | 65,217 | ||||||
| Depreciation and amortization | 356,824 | 802,872 | ||||||
| Total operating expenses | 6,185,759 | 32,041,009 | ||||||
| Loss from operations | (6,015,538 | ) | (31,348,368 | ) | ||||
| Total other income (expense) | (1,727,059 | ) | (1,082,535 | ) | ||||
| Net loss | $ | (7,742,597 | ) | $ | (32,430,903 | ) | ||
Revenues and Cost of Revenues
Net revenues for the three months ended March 31, 2026 were $1,559,563 compared to $10,863,443 for the three months ended March 31, 2025, a decrease of $9,303,880, or approximately 85.6%. The decrease was primarily driven by a significant decline in distribution revenues within the Wellgistics, LLC, reflecting the impact of liquidity constraints that limited the Company’s ability to procure and fulfill product orders during the period. These decreases were partially offset by growth in pharmacy retail revenues, which increased to $1,134,416 for the three months ended March 31, 2026 from $114,676 for the three months ended March 31, 2025, reflecting continued expansion of the Company’s pharmacy operations.
Cost of revenues for the three months ended March 31, 2026 was $1,389,342, compared to $10,170,802 for the three months ended March 31, 2025, a decrease of $8,781,460, or approximately 86.3%. The decrease was primarily attributable to the lower volume of distribution activity during the period, consistent with the decline in net revenues.
Gross profit for the three months ended March 31, 2026 was $170,221, compared to gross profit of $692,641 for the three months ended March 31, 2025, a decrease of $522,420, or approximately 75.4%. Gross margin was 10.9% for the three months ended March 31, 2026 compared to 6.4% for the three months ended March 31, 2025. The improvement in gross margin percentage reflects the increased contribution of pharmacy retail revenues, which carry higher margins than the distribution segment, partially offset by the lower overall revenue base.
The following is a summary of the disaggregation of revenue for the three months ended March 31, 2026 and 2025:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Product revenue - distribution services | $ | 225,665 | $ | 10,668,287 | ||||
| Pharmacy retail sales | 1,134,416 | 114,676 | ||||||
| Third party logistics services | 199,482 | 80,480 | ||||||
| Net revenues | $ | 1,559,563 | $ | 10,863,443 | ||||
General and Administrative Expense
General and administrative expenses for the three months ended March 31, 2026 were $4,868,935 compared to $31,172,920 for the three months ended March 31, 2025, a decrease of $26,303,985, or approximately 84.4%. The decrease was primarily attributable to a significant reduction in non-cash stock-based compensation expense. For the three months ended March 31, 2025, the Company recognized approximately $27.2 million in stock-based compensation expense, including $27 million related to the immediate vesting of 9,363,617 restricted shares granted on March 14, 2025. No comparable non-recurring stock-based compensation charges were incurred during the three months ended March 31, 2026. Excluding non-cash stock-based compensation, general and administrative expenses increased period over period, reflecting higher professional fees, legal costs, and administrative costs associated with the Company’s ongoing operations as a public company.
Sales and Marketing Expense
Sales and marketing expenses for the three months ended March 31, 2026 were $960,000 compared to $65,217 for the three months ended March 31, 2025, an increase of $894,783. The increase was primarily attributable to increased investment in brand awareness, customer acquisition initiatives, and market development activities as the Company continues to expand its commercial presence across its pharmacy and distribution segments.
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Depreciation and Amortization
Depreciation and amortization expense for the three months ended March 31, 2026 was $356,824 compared to $802,872 for the three months ended March 31, 2025, a decrease of $446,048, or approximately 55.6%. The decrease was primarily attributable to the impairment of goodwill and intangible assets recognized during the year ended December 31, 2025.
Other Expense, net
Interest expense for the three months ended March 31, 2026 was $2,072,679 compared to $1,094,490 for the three months ended March 31, 2025, an increase of $978,189, or approximately 89.4%. The increase was primarily attributable to amortization of debt discount on the convertible notes issued in January 2026, amortization of debt discount on the merchant cash advance, and the write-off of the remaining unamortized debt discount upon full repayment of the Agile Capital Funding LLC arrangement during the period.
During the three months ended March 31, 2026, the Company recognized a gain on extinguishment of vendor obligations of $259,880, resulting from the settlement of certain accounts payable and notes payable balances through the issuance of shares of common stock to Silverback Capital Corporation at a fair value below the carrying amount of the settled obligations.
Settlement fees of $13,000 were recognized during the three months ended March 31, 2026 in connection with the Silverback Capital Corporation settlement arrangement. There were no comparable amounts for the three months ended March 31, 2025.
Other income for the three months ended March 31, 2026 was $98,740 compared to $11,955 for the three months ended March 31, 2025, an increase of $86,785. The increase was primarily attributable to settlements reached with certain counterparties in the ordinary course of business during the three months ended March 31, 2026.
Net Loss
Net loss for the three months ended March 31, 2026 was $7,742,597 compared to $32,430,903 for the three months ended March 31, 2025, an improvement of $24,688,306, or approximately 76.1%. The improvement was primarily driven by the reduction in non-cash stock-based compensation expense of approximately $27.0 million, partially offset by lower gross profit and higher interest expense during the period.
Liquidity and Capital Resources
As of March 31, 2026, the Company had cash and cash equivalents of $51,730 and a working capital deficit of $29,437,191. The Company has incurred net losses of $7,742,597 and $32,430,903 for the three months ended March 31, 2026 and 2025, respectively, and has an accumulated deficit of $118,774,287 as of March 31, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
The Company has funded its operations primarily through the issuance of debt and equity securities. Management is actively pursuing additional sources of capital, including equity financing, debt arrangements, and strategic partnerships, to fund ongoing operations and working capital requirements. However, there can be no assurance that such financing will be available on acceptable terms or at all.
The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025 :
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (3,413,129 | ) | $ | (1,347,449 | ) | ||
| Net cash used in investing activities | $ | (205,098 | ) | $ | (273,133 | ) | ||
| Net cash provided by financing activities | $ | 3,627,386 | $ | 3,108,831 | ||||
| Net change in cash and cash equivalents | $ | 9,159 | $ | 1,488,249 | ||||
Cash used in operating activities
Net cash used in operating activities for the three months ended March 31, 2026 was $3,413,129, primarily reflecting the Company’s net loss of $7,742,597, partially offset by non-cash charges totaling $3,034,024 and net cash provided by changes in operating assets and liabilities of $1,295,444. Non-cash charges consisted principally of $1,485,618 in amortization of debt discount, $1,357,764 in stock-based compensation, $328,962 in amortization of intangible assets, $93,698 in allowance for credit losses, and $27,862 in depreciation, partially offset by a gain on extinguishment of vendor obligations of $259,880. Changes in operating assets and liabilities provided net cash of $1,295,444, driven primarily by an increase in accounts payable of $1,472,242 and an increase in accrued expenses and other liabilities of $90,060, partially offset by a net decrease in amounts due from and to related parties of $229,200.
Net cash used in operating activities for the three months ended March 31, 2025 was $1,347,449, primarily due to the net loss of $32,430,903, partially offset by non-cash expenses of $28,674,553, principally consisting of stock-based compensation of $27,773,421, and net cash provided by changes in operating assets and liabilities of $2,408,901, driven primarily by an increase in accounts payable of $1,876,683.
Cash used in investing activities
Net cash used in investing activities for the three months ended March 31, 2026 was $205,098, consisting entirely of capitalized software development costs related to the Company’s DelivMeds platform.
Net cash used in investing activities for the three months ended March 31, 2025 was $273,133, consisting of payments made for capitalized software development costs.
Cash from financing activities
Net cash provided by financing activities for the three months ended March 31, 2026 was $3,627,386. Cash inflows during the period consisted primarily of $6,002,500 in net proceeds from the issuance of secured convertible promissory notes in January 2026. These inflows were partially offset by $2,104,557 in repayments of the Agile Capital Funding LLC term loan, $143,525 in repayments under the revolving line of credit, $90,281 in repayments under the merchant cash advance agreement, and $36,751 in repayments of promissory notes.
Net cash provided by financing activities for the three months ended March 31, 2025 was $3,108,831, driven primarily by gross proceeds of $4,000,000 from the issuance of common stock in connection with the Company’s initial public offering, $615,000 from the issuance of promissory notes, and $471,158 in net proceeds from a merchant cash advance agreement. These inflows were partially offset by $1,598,196 in offering costs and repayments of notes payable and the revolving line of credit.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.
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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.
Distribution
Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. 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.
Wellgistics Pharmacy
The Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize revenue.
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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 the prescription to the customer, 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 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is not required to provide the information required by this Item 3 as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
Item 4. Controls and Procedures.
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, and 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.
As required by Rule 13a-15(b) 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 March 31, 2026. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in our internal control over financial reporting described below.
Material Weaknesses in Internal Control Over Financial Reporting
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, management identified material weaknesses in the following components of the COSO framework: control environment, risk assessment, control activities, information and communication, and monitoring. Specifically, the material weaknesses identified relate to the fact that the Company has not yet designed and maintained an effective control environment commensurate with its financial reporting requirements, including: (a) the Company has not yet completed formally documenting policies and procedures with respect to review, supervision, and monitoring of the Company’s accounting and reporting functions; (b) lack of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of information used in the performance of controls; and (c) the Company has limited accounting personnel and other supervisory resources necessary to adequately execute its accounting processes and address its internal controls over financial reporting.
Plan for Remediation
To remediate these material weaknesses, management has implemented or is in the process of implementing the following measures: (i) hiring additional accounting personnel with appropriate technical expertise in U.S. GAAP and SEC reporting; (ii) enhancing internal review procedures for complex accounting transactions; (iii) providing targeted training to existing finance staff on U.S. GAAP and SEC reporting requirements; and (iv) upgrading to NetSuite’s enterprise resource planning system to improve the consistency and accuracy of financial data and reporting processes. Management will continue to monitor the effectiveness of these remediation efforts. However, the material weaknesses will not be considered fully remediated until the applicable controls operate effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
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 three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation measures described above that remain in progress.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Except with respect to the Company’s on-going liquidity needs, there were no material changes in the risk factors we previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 20, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Set forth below is information regarding securities that we issued during the three months ended March 31, 2026, that were not registered under the Securities Act of 1933, as amended (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 January 13, 2026, the Company issued 1,224,489 shares of common stock to Hudson Global Ventures, LLC as consideration for consulting services rendered to the Company.
On January 16, 2026, in connection with the issuance of secured convertible promissory notes, the Company issued warrants to purchase an aggregate of 1,097,640 shares of common stock to Dawson James Securities, Inc. and its designees, at an exercise price of $0.41 per share, expiring January 20, 2031.
On February 12, 2026, the Company issued 2,340,000 shares of common stock to Silverback Capital Corporation pursuant to a court-approved settlement agreement under Section 3(a)(10) of the Securities Act.
On March 9, 2026, the Company issued 4,126,000 shares of common stock to Silverback Capital Corporation pursuant to the settlement agreement described above.
On March 18, 2026, the Company issued an aggregate of 10,000,000 shares of common stock and 10,000,000 warrants to Suren Ajjarapu and Prashant Patel in settlement of accrued compensation obligations, exercisable at $0.01 per share and expiring March 18, 2031.
On March 23, 2026, the Company issued 400,000 shares of common stock to Silverback Capital Corporation as consideration for settlement and legal fees incurred in connection with the settlement arrangement.
The foregoing issuances, other than the shares issued to Silverback Capital Corporation pursuant to the court-approved settlement agreement under Section 3(a)(10) of the Securities Act, were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares issued to Silverback Capital Corporation were issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act based upon the fairness determination made by the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida. In each transaction, we did not engage in any general solicitation or advertising and we offered the securities to a limited number of persons with whom we had pre-existing relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to the issuances, making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the shares. The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transactions, other than Dawson James Securities, Inc. acting as placement agent in connection with the convertible note offering.
Repurchases
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended March 31, 2026, none of the Company’s directors or officers
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLGISTICS HEALTH, INC. | ||
| Date: May 19, 2026 | ||
| By: | /s/ Prashant Patel | |
| Name : | Prashant Patel | |
| Title: | Principal Executive Officer | |
| By: | /s/ Eric Sherb | |
| Name: | Eric Sherb | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer and Accounting Officer) | ||
| Date: May 19, 2026 | ||
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ATTACHMENTS / EXHIBITS