《「美國醫療健康公司」Wellgistics Health, Inc.（WGRX）美股IPO上市招股說明書 S-1（2025-01-13版）（英文版）（256頁）.pdf》由會員分享，可在線閱讀，更多相關《「美國醫療健康公司」Wellgistics Health, Inc.（WGRX）美股IPO上市招股說明書 S-1（2025-01-13版）（英文版）（256頁）.pdf（256頁珍藏版）》請在三個皮匠報告上搜索。

1、S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on January 13,2025.Registration No.333-280945 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.7toFORM S-1 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 Wellgistics Health,Inc.(Exact na

2、me of registrant as specified in its charter.)Delaware 8090 93-3264234(State or other jurisdictionof incorporation or organization)(Primary Standard IndustrialClassification Number)(IRS EmployerIdentification No.)3000 Bayport DriveSuite 950Tampa,FL 33607844-203-6092(Address,including zip code,and te

3、lephone number,including area code,of registrants principal executive offices)Timothy Canning3000 Bayport DriveSuite 950Tampa,FL 33607844-203-6092(Name,address,including zip code and telephone number,including area code,of agent for service)Copies to:Kate L.BechenRobin K.LehningerLouis D.KernDykema

4、Gossett PLLC111 E.Kilbourn Ave.,Suite 1050Milwaukee,WI 53202(414)488-7300 Ross David Carmel,Esq.Thiago Spercel,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036Tel:(212)930-9700Fax:(212)930 9725 As soon as practicable after the effective date of this Regist

5、ration Statement.(Approximate date of commencement of proposed sale to the public)If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,other than securities offered only inconnection with divid

6、end or interest reinvestment plans,check the following box.If this form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list the Securities Act registration statementnumber of the earlier effective registra

7、tion statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this form is

8、 a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerate

9、d filer,an accelerated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See the definitionsof“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated file

10、rAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant

11、to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter bec

12、ome effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationstatement shall become effective on such date as the Commission,acting pursuant to said section 8(a),may determine.The information in this preliminary prospectus is not complete and may be

13、changed.The registrant named in this preliminary prospectus may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any statew

14、here the offer or sale is not permitted.PRELIMINARY PROSPECTUS-SUBJECT TO COMPLETION,DATED JANUARY 13,2025 WELLGISTICS HEALTH,INC.900,000 Shares of Common Stock This prospectus relates to the initial public offering(the“Offering”)of common stock,par value$.0001 per share(“Common Stock”)of Wellgistic

15、s Health,Inc.(f/k/a Danam Health,Inc.).We are offering 900,000 shares of Common Stock.Currently,no public market exists for our Common Stock.No established public trading market for our Common Stock currently exists.We haveapplied to list our Common Stock on the Nasdaq Capital Market LLC(“Nasdaq”)un

16、der the symbol“WGRX.”We expect our Common Stock to begin trading on or about January 31,2025.We willnot proceed with the Offering if the Common Stock is not approved for listing on Nasdaq.We estimate that the initial public offering price of our Common Stock will be between$4.50 per share and$5.50 p

17、er share.We believe that upon completion of the Offering,we will meet the standards for listing on Nasdaq.We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read the entire prospectus and any amendments orsupplements carefully befo

18、re you make your investment decision.We are an“emerging growth company”as defined under U.S.federal securities laws and,as such,have elected to comply with reduced public company reporting requirements.Thisprospectus complies with the requirements that apply to an issuer that is an emerging growth c

19、ompany.See“Prospectus SummaryImplications of Being an Emerging Growth Company.”Investing in our Common Stock involves risks.Before buying any shares of Common Stock,you should review carefully the risks and uncertainties described under the heading“Risk Factors”beginning on page 10 of this prospectu

20、s and in the documents incorporated by reference into this prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus.Any representation to the contrary is a c

21、riminal offense.We have retained Craft Capital Management LLC to act as the representative(the“representative”)of the underwriters(the“underwriters”)in connection with this Offering.See“Underwriting”in this prospectus for more information regarding the underwriting arrangements.Per Share Total Initi

22、al assumed public offering price(the midpoint of the estimated public offering price between$4.50 and$5.50 per share)$5.00$4,500,000 Underwriting discount(1)$0.35$315,000 Proceeds,before expenses,to us(2)$4.65$4,185,000 (1)We have agreed to pay the representative a discount equal to 7%of the gross p

23、roceeds of the Offering.For a description of the other compensation to be received by the representative,see“Underwriting”beginning on page 102.(2)Excludes fees and expenses payable to the underwriters and other expenses of this Offering.The underwriters are offering the shares of Common Stock on a

24、firm commitment basis and expects to deliver the Common Stock to purchasers on or about,2025.Craft Capital Management LLCD.Boral Capital LLC The date of this prospectus is,2024 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS1 MARKET AND INDUSTRY DATA1 FREQUENTLY USED TERMS2 PROSPECTUS SUMMARY5 THE OFFE

25、RING9 RISK FACTORS10 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS41 USE OF PROCEEDS42 DIVIDEND POLICY43 CAPITALIZATION44 DILUTION45 SELECTED FINANCIAL DATA46 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION47 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OP

26、ERATIONS OF WELLGISTICS HEALTH,INC.51 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF WELLGISTICS LLC56 BUSINESS63 MANAGEMENT81 EXECUTIVE AND DIRECTOR COMPENSATION86 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS91 PRINCIPAL STOCKHOLDERS93 DESCRIPTION O

27、F CAPITAL STOCK94 SHARES ELIGIBLE FOR FUTURE SALE97 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES98 UNDERWRITING102 LEGAL MATTERS106 EXPERTS106 WHERE YOU CAN FIND MORE INFORMATION106 INDEX TO FINANCIAL STATEMENTSF-1 DEALER PROSPECTIVE DELIVERY OBLIGATION Until (the 25th day after the date o

28、f this offering),all dealers that effect transactions in these securities,whether or not participating in this Offering,may be required to deliver aprospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments

29、 or subscriptions.i ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or in any related free-writing prospectus.We and the underwriters have not authorized anyone to provide you withinformation or to make any representations other than contained in this prosp

30、ectus,any post-effective amendment,or any applicable prospectus supplement prepared by or on behalf of us or to whichwe have referred you.We and the underwriters take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you.If anyone

31、provides youwith different or inconsistent information,you should not rely on it.You should assume that the information appearing in this prospectus,any post-effective amendment,and any applicable prospectus supplement to this prospectus is accurate only as of thedate on its respective cover.Our bus

32、iness,financial condition,results of operations and prospects may have changed since those dates.We are not making an offer to sell our Common Stock in anyjurisdiction where the offer or sale thereof is not permitted.You should not assume that the information appearing in this prospectus any post-ef

33、fective amendment,and any applicable prospectussupplement to this prospectus is accurate as of any date other than their respective dates.Our business,financial condition,results of operations and prospects may have changed since those dates.You should read carefully the entirety of this prospectus

34、before making an investment decision.The registration statement we filed with the Securities and Exchange Commission(“SEC”),of which this prospectus forms a part,includes exhibits that provide more detail of the mattersdiscussed in this prospectus.You should read this prospectus,any post-effective a

35、mendment,and any applicable prospectus supplement and the related exhibits filed with the SEC before making yourinvestment decision.The registration statement and the exhibits can be obtained from the SEC,as indicated under the section entitled“Where You Can Find More Information.”In the registratio

36、n statement of which this prospectus forms a part,“Wellgistics Health,”the“Company,”“we,”“us,”“our”and similar terms refer to Wellgistics Health,Inc.(f/k/a DanamHealth,Inc.),a Delaware corporation,and its consolidated subsidiaries.References to our“Common Stock”refer to the common stock,par value$0.

37、0001 per share,of Wellgistics Health,Inc.Certain amounts,percentages and other figures presented in this prospectus have been subject to rounding adjustments.Accordingly,figures shown as totals,dollars or percentage amounts ofchanges may not represent the arithmetic summation or calculation of the f

38、igures that precede them.MARKET AND INDUSTRY DATA We obtained the statistical data,market data and other industry data and forecasts described in this prospectus from market research,publicly available information and industry publications.Industry publications generally state that they obtain their

39、 information from sources that they believe to be reliable,but they do not guarantee the accuracy and completeness of the information.Similarly,while we believe that the statistical data,industry data and forecasts and market research are reliable,we have not independently verified the data.We have

40、not sought the consent of thesources to refer to their reports appearing or incorporated by reference in this prospectus.PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordance with generally acce

41、pted accounting principles in the United Statesof America(“U.S.GAAP”or“GAAP”).In January 2023 and May 2023,Wellgistics Health entered into separate definitive agreements with the owners of Wood Sage and Wellgistics,respectively,whereby Wellgistics Healthwould acquire all of the outstanding membershi

42、p interests of Wood Sage and Wellgistics.On June 16,2024,Wellgistics Health and Wood Sage entered into an amended and revised definitiveagreement and closed on the Wood Sage Acquisition,thereby making Wood Sage a wholly owned subsidiary of Wellgistics Health.In connection with the Wood Sage Acquisit

43、ion,Wellgistics Healthacquired Wood Sages two operating subsidiaries,APSa pharmaceutical technology huband CSPa retail community specialty pharmacy.On August 30,2024,Wellgistics Health closed on theWellgistics Acquisition,thereby making Wellgisticsa company focused on wholesale operations including

44、the distribution and fulfillment of certain pharmaceutical medications to a network ofindependent pharmacies meant to improve market access to and patient outcomes regarding the medicationsa wholly owned subsidiary of Wellgistics Health.As such,Wellgistics Health currently exists as a holding compan

45、y with Wood Sage as a directly held intermediate holding company subsidiary,APS and CSP as indirect operatingsubsidiaries,and Wellgistics LLC as a direct operating subsidiary.For more information about the Wellgistics Acquisition,Wellgistics LLC,the Wood Sage Acquisition,Wood Sage,APS,and CSP,see th

46、e sections entitled“Managements Discussion and Analysis of Financial Condition and Results of Operation of Wellgistics Health,Inc.”beginning on page 51 of this prospectus,“ManagementsDiscussion and Analysis of Financial Condition and Results of Operation of Wellgistics LLC”beginning on page 56 of th

47、is prospectus,and“Business”beginning on page 63 of this prospectus.Despite that Wellgistics Health only recently closed the Wood Sage Acquisition and the Wellgistics Acquisition during 2024,the three companies have shared common office space,comarketed solutions to the marketplace,and leveraged fina

48、ncial and back-office support prior to June 2024.1 FREQUENTLY USED TERMS Unless otherwise stated or the context otherwise requires,in this proxy statement/prospectus:“3PL”means third-party logistics.“ACHC”means the Accreditation Commission for Health Care.“ACOs”means Account Care Organizations.“ADD”

49、means Accredited Drug Distributor(formerly known as“Verified Accredited Wholesale Distributor”),which is an accreditation with the NABP.“APD”means American Pharmaceutical Ingredients,LLC,a subsidiary of Wellgistics LLC.“API”means advanced programming interface.“APS”means Alliance Pharma Solutions LL

50、C d/b/a DelivMeds,a Florida limited liability company.“ASC”means Accounting Standards Codification.“CMS”means the Centers for Medicare&Medicaid Services.“CSP”means Community Specialty Pharmacy,LLC,a Florida limited liability company.“DEA”means the Drug Enforcement Agency.“DGCL”means the Delaware Gen

51、eral Corporation Law,as amended.“DHS”means designated health services.“Equity Securities”means,with respect to any Person,(a)any share of capital or capital stock,partnership,membership,joint venture or similar interest,or other voting securities of,orother ownership interest in,any such Person,(b)a

52、ny securities of such Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of,orother ownership interests in,such Person,(c)any warrants,calls,options,contingent value rights or other rights to acquire from such Person,or other obligations

53、 of such Person to issue,anyshares of capital or capital stock or other voting securities of,or other ownership interests in,or securities convertible into or exchangeable for shares of capital or capital stock or othervoting securities of,or other ownership interests in,such Person,(d)any restricte

54、d shares,stock appreciation rights,restricted units,performance units,contingent value rights,“phantom”stock,equity or equity-based rights or similar securities or rights issued by or with the approval of such Person that are derivative of,or provide economic benefits based,directly orindirectly,on

55、the value or price of,any shares of capital or capital stock or other voting securities of,other ownership interests in,or any business,products or assets of,such Person and(e)any securities issued or issuable with respect to the securities or interests referred to in clauses(a)through(d)above in co

56、nnection with a combination of shares,recapitalization,merger,consolidation or other reorganization.2 “ETASU”means Elements to Assure Safe Use.“Exchange Act”means the Securities Exchange Act of 1934,as amended.“FCA”means the False Claims Act,31 U.S.C.372933.“FDA”means the Food&Drug Administration.“G

57、DP”means Gross Domestic Product.“GPOs”means group purchasing organizations.“Health Reform Laws”means the Patient Protection and Affordable Care Act,as amended by the Healthcare and Education Reconciliation Act of 2010.“HEDIS”means the Healthcare Effectiveness Data and Information Set.“HHS”means the

58、U.S.Department of Health and Human Services.“HIPAA”means the Health Insurance Portability and Accountability Act of 1996.“HMA”means Healthcare Merchant Accreditation(formerly known as“Safe Pharmacy”),which is an accreditation with the NABP.“Integral”means Integral Health,Inc.a Delaware corporation.“

59、IRA”means the Inflation Reduction Act of 2022.“IRS”means the Internal Revenue Service.“JOBS Act”means the Jumpstart Our Business Startups Act of 2012.“Jouska”means Jouska Holdings LLC,a Delaware limited liability company.“LTV”means lifetime value.“MSA”means that certain Management Services Agreement

60、 dated October 17,2022,by and between Wood Sage and TRxADE.“MTM”means medication therapy management.“NABP”means the National Association of Boards of Pharmacy.“NACDS”means the National Association of Chain Drug Stores.“Nasdaq”means the Nasdaq Capital Market LLC.“NCQA”means National Committee for Qua

61、lity Assurance.“NEO”means a named executive officer of Wellgistics Health.“Nomad”means Nomad Capital LLC,a Utah limited liability company.“NPI”means National Provider Identifier.“NPS”means net promoter score.“OIG”means the Office of the Inspector General.“PBM”means pharmacy benefit plan.3 “PCAOB”mea

62、ns U.S.Public Company Accounting Oversight Board.“Person”means an individual,partnership,corporation,limited liability company,joint stock company,unincorporated organization or association,trust,joint venture or other similar entity,whether or not a legal entity.“PHI”means patient health informatio

63、n.“PMS”means pharmacy management software.“Privacy Rule”means the privacy regulations issued by the Office of Civil Rights of HHS pursuant to HIPAA.“PSAO”means Pharmacy Services Administration Organization.“REMS”means Risk Evaluation and Mitigation Strategy.“SEC”means the U.S.Securities and Exchange

64、 Commission.“Securities Act”means the Securities Act of 1933,as amended.“Security Rules”means the security regulations issued by the Office of Civil Rights of HHS pursuant to HIPAA.“Strategix”means Strategix Global LLC,a Utah limited liability company.“TRxADE”means TRxADE HEALTH,Inc.,a Delaware corp

65、oration and publicly traded company listed on Nasdaq under the ticker MEDS.“TRxADE Nevada”means TRxADE Group,Inc.,a Nevada corporation.“URAC”means Utilization Review Accreditation Commission.“Wellgistics Acquisition”means the acquisition of Wellgistics by Wellgistics Health pursuant to the Wellgisti

66、cs MIPA.“Wellgistics Health”means Wellgistics Health,Inc.(f/k/a Danam Health,Inc.),a Delaware corporation.“Wellgistics LLC”means Wellgistics,LLC,a Florida limited liability company.“Wellgistics MIPA”means that certain Membership Interest Purchase Agreement dated May 11,2023,as amended,by and among W

67、ellgistics Health,Wellgistics LLC,Strategix,Nomad,Jouska,and Brian Norton,governing the Wellgistics Acquisition.“Wood Sage”means Wood Sage LLC,a Florida limited liability company.“Wood Sage Acquisition”means the acquisition of Wood Sage by Wellgistics Health pursuant to that certain Amended and Rest

68、ated Membership Interest Purchase Agreement dated June16,2024,by and between Wellgistics Health and Wood Sage.4 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus or that is incorporated by reference herein.This summary does not contain all of the informati

69、on you shouldconsider before investing in our Common Stock.Before deciding to invest in our Common Stock,you should read this entire prospectus carefully,including the section of this prospectus entitled“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operati

70、ons of Wellgistics Health,Inc.,”and“Managements Discussion and Analysis ofFinancial Condition and Results of Operations of Wellgistics LLC”included elsewhere in this prospectus.Overview Founded in 2022,Wellgistics Health is a holding company for various existing and planned strategic businesses cent

71、ered around pharmaceuticals and healthcare services.As a microhealth 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 onimproving the lives of patients while delivering unique

72、 solutions for pharmacies,providers,pharmaceutical manufacturers,and payors.For more information about us,see the sections entitled“Managements Discussion and Analysis of Financial Condition and Results of Operation of Wellgistics Health,Inc.”beginning on page 51 of this prospectus,“Managements Disc

73、ussion andAnalysis of Financial Condition and Results of Operation of Wellgistics LLC”beginning on page 56 of this prospectus,and“Business”beginning on page 63 of this prospectus.In January 2023 and May 2023,Wellgistics Health entered into separate definitive agreements with the owners of Wood Sage

74、and Wellgistics LLC,respectively,whereby WellgisticsHealth would acquire all of the respective outstanding membership interests of Wood Sage and Wellgistics LLC.In June 2024,Wellgistics Health and Wood Sage entered into an amended andrevised definitive agreement and closed on the Wood Sage Acquisiti

75、on,thereby making Wood Sage a wholly owned subsidiary of Wellgistics Health.In connection with the Wood SageAcquisition,Wellgistics Health acquired Wood Sages two operating subsidiaries,APSa pharmaceutical technology huband CSPa retail community specialty pharmacy.On August 30,2024,Wellgistics Healt

76、h closed on the Wellgistics Acquisition,thereby making Wellgistics LLCa company focused on wholesale operations including the distributionand fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant to improve market access to and patient outcomes regarding the

77、medicationsa whollyowned subsidiary of Wellgistics Health.As such,Wellgistics Health currently exists as a holding company with Wood Sage as a directly held intermediate holding company subsidiary,APS and CSP as indirect operatingsubsidiaries,and Wellgistics LLC as a direct operating subsidiary.On O

78、ctober 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.For more information about the Wellgistics Acquisition,Wellgistics LLC,the Wood Sage Acquisition,Wood Sage,APS,and CSP,see the sect

79、ions entitled“Managements Discussionand Analysis of Financial Condition and Results of Operation of Wellgistics Health,Inc.”beginning on page 51 of this prospectus,“Business”beginning on page 63 of this prospectus,and“Managements Discussion and Analysis of Financial Condition and Results of Operatio

80、n of Wellgistics LLC”beginning on page 56 of this prospectus.Despite that Wellgistics Health only recently closed the Wood Sage Acquisition and the Wellgistics Acquisition during 2024,the three companies have shared common office space,comarketed solutions to the marketplace,and leveraged financial

81、and back-office support prior to June 2024.As such,Wellgistics Healths management believes that its close businessrelationships have and will continue to limit the need for post-closing integration.5 Risk Factors Our business is subject to a number of risks of which you should be aware before making

82、 an investment decision.These risks are discussed more fully in the“Summary of Risk Factors”section of this prospectus immediately following this prospectus summary.These risks include the following:Our limited operating history as a combined company and our evolving business make it difficult to ev

83、aluate our current business and future prospects and increases the risk ofyour investment.Wellgistics Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health from realizing the expectedbenefits of these transactions.Reduc

84、tions in third-party reimbursement levels,from private or governmental agency plans,and potential changes in industry pricing benchmarks for prescription drugs couldmaterially and adversely affect Wellgistics Healths results of operations.A shift in pharmacy mix toward lower margin plans,margin comp

85、ression on branded medications,increased offering of specialty products,direct and indirect remuneration,“DIR”fees,mail order pharmacy steering,and programs could adversely affect Wellgistics Healths results of operations.Wellgistics Health will derive a portion of its sales from prescription drug s

86、ales reimbursed by pharmacy benefit management companies and Wellgistics Healths participationin the pharmacy provider networks of these companies may be restricted or terminated.Wellgistics Health could be adversely affected by a decrease in the introduction of new brand name and generic prescripti

87、on drugs as well as increases in the cost to procureprescription drugs.Consolidation and strategic alliances in the healthcare industry could adversely affect Wellgistics Healths business operations,competitive positioning,financial condition andresults of operations.Changes in economic conditions c

88、ould adversely affect consumer/client buying practices and market adoption of Wellgistics Healths DelivMeds mobile application and theaccompanying revenues to premium access/services.Inflationary pressures could have a material impact on Wellgistics Healths business and operations.The industries in

89、which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics could adversely impact us.If Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Healths customers,Wellgistics Healths busin

90、esses andresults of operations could be adversely impacted.Wellgistics Health may be unable to achieve Wellgistics Healths environmental,social and governance goals.Wellgistics Healths business results will depend on Wellgistics Healths ability to successfully manage ongoing organizational change an

91、d business transformation and achievecost savings and operating efficiency initiatives through Wellgistics Healths healthcare ecosystem.Disruption in Wellgistics Healths global supply chain could negatively impact Wellgistics Healths businesses.Wellgistics Healths business and operations will be sub

92、ject to risks related to climate change.Wellgistics Healths business is primarily focused on certain therapeutic targets,making it vulnerable to risks associated with having therapeutically concentrated operations.Failure to retain and recruit,or failure to manage succession of,key personnel could h

93、ave an adverse impact on Wellgistics Healths future performance.We are highly dependent on the continued service of our directors and officers,whose financial interests may conflict with the interests of investors.Failure to renew facility leases in a timely manner could have an adverse impact on We

94、llgistics Healths business operations.Wellgistics Health may not be able to maintain business,scale for growth,renew pharmacy and wholesale state licenses,and retain commercial and federal contracts whilepreventing restrictions and termination.Wellgistics Healths relationships with Wellgistics Healt

95、hs primary wholesaler for pharmacy operations and Wellgistics Healths manufacturer relationships for WellgisticsHealths wholesale and hub technology platform entities will be critical to Wellgistics Healths success.Wellgistics Health will outsource certain business processes to third-party vendors t

96、hat subject us to risks,including disruptions in business and increased costs.Wellgistics Health may not be successful in executing elements of Wellgistics Healths business strategy,which may have a material adverse impact on Wellgistics Healthsbusiness and financial results.Wellgistics Healths grow

97、th strategy is partially dependent upon Wellgistics Healths ability to identify and successfully complete acquisitions,joint ventures and other strategicpartnerships and alliances.Businesses acquired by Wellgistics Health could experience losses or liabilities that would result in a material adverse

98、 effect on Wellgistics Healths business operations,resultsof operation and financial condition.Wellgistics Health may make investments in companies over which Wellgistics Health does not have sole control and some of these companies may operate in sectors that differfrom Wellgistics Healths operatio

99、ns and have different risks.The success of Wellgistics Healths hub technology platform and clinical services depends on the willingness of participants in the network of independent partner pharmacies tocontinue receiving prescriptions and enrolling in a-la-carte services for outsourced work.A signi

100、ficant disruption in Wellgistics Healths information technology and computer systems or those of businesses Wellgistics Health relies on could harm Wellgistics Health.Privacy and data protection laws will increase Wellgistics Healths compliance burden and any failure to comply could harm Wellgistics

101、 Health.Wellgistics Health and businesses with which Wellgistics Health will interact may experience cybersecurity incidents and might experience significant computer systemcompromises or data breaches.Wellgistics Health will be subject to electronic payment-related and other financial services risk

102、s that could increase Wellgistics Healths operating costs,expose WellgisticsHealth to fraud or theft,subject Wellgistics Health to potential liability and potentially disrupt Wellgistics Healths business operations.Wellgistics Health and its subsidiaries have,and entities that Wellgistics Health may

103、 acquire could have,significant outstanding debt.The debt and associated paymentobligations of Wellgistics Health and its current and future subsidiaries could significantly increase in the future if Wellgistics Health and its current or future subsidiaries incuradditional debt and do not retire exi

104、sting debt.Wellgistics Healths quarterly results may fluctuate significantly based on seasonality and other factors.Wellgistics Health has a substantial amount of goodwill and other intangible assets which could,in the future,become impaired and result in material non-cash charges toWellgistics Heal

105、ths results of operations.Wellgistics Health may be required to take write-downs or write-offs,restructuring and impairment or other charges that could have asignificant negative effect on its financial condition,results of operations,and stock price.6 Acquisitions Wellgistics Health pursues in its

106、industry and related industries could result in operating difficulties,dilution to Wellgistics Healths stockholders and otherconsequences harmful to Wellgistics Healths business.Wellgistics Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets,

107、including goodwill.Wellgistics Healths level of debt may negatively impact its liquidity,restrict its operations and ability to respond to business opportunities,and increase its vulnerability toadverse economic and industry conditions,especially given that Wellgistics Healths bank debt contains a v

108、ariable interest rate component based on its corporate credit ratings.Wellgistics Healths existing credit agreement and any other credit or similar agreements into which Wellgistics Health may enter in the future may restrict its operations,particularly Wellgistics Healths ability to respond to chan

109、ges or to take certain actions regarding its business.Wellgistics Healths business is subject to substantial governmental regulation.Changes in the healthcare industry and regulatory environments may adversely affect Wellgistics Healths businesses.Wellgistics Health will be exposed to risks related

110、to litigation and other legal proceedings.A significant change in,or noncompliance with,governmental regulations and other legal requirements could have a material adverse effect on Wellgistics Healths reputationand profitability.Wellgistics Health could be adversely affected by product liability,pr

111、oduct recall,personal injury or other health and safety issues.Wellgistics Health could be subject to adverse changes in tax laws,regulations and interpretations or challenges to Wellgistics Healths tax positions.Despite the actions Wellgistics Health will take to defend and protect its intellectual

112、 property,Wellgistics Health may not be able to adequately protect or enforce its intellectualproperty rights or prevent unauthorized parties from copying or reverse engineering its solutions.Wellgistics Healths efforts to protect and enforce its intellectual propertyrights and prevent third parties

113、 from violating its rights may be costly.Third-party claims that Wellgistics Health is infringing intellectual property,whether successful or not,could subject it to costly and time-consuming litigation or expensivelicenses,and its business could be adversely affected.Wellgistics Healths intellectua

114、l property applications for registration may not issue or be registered,which may have a material adverse effect on Wellgistics Healths ability toprevent others from commercially exploiting products similar to Wellgistics Healths.In addition to patented technology,Wellgistics Health will rely on its

115、 unpatented proprietary technology,trade secrets,designs,experiences,work flows,data,processes,software and know-how.Wellgistics Health may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed alleged trade secrets of itsemployees f

116、ormer employers.Wellgistics Health may be subject to damages if its current or former employees wrongfully use or disclose Wellgistics Healths trade secrets.Wellgistics Health will incur increased costs as a result of operating as a public company,and its management will devote substantial time to c

117、ompliance with its publiccompany responsibilities and corporate governance practices.Wellgistics Healths management team has limited experience managing a public company.Wellgistics Healths ability to be successful will depend upon the efforts of Wellgistics Healths board of directors and key person

118、nel and the loss of such persons couldnegatively impact the operations and profitability of Wellgistics Healths business.Delaware State Law includes anti-takeover provisions.Claims for indemnification by Wellgistics Healths directors and officers may reduce Wellgistics Healths available funds to sat

119、isfy successful third-party claims againstWellgistics Health and may reduce the amount of money available to Wellgistics Health.If securities or industry analysts do not publish or cease publishing research or reports about Wellgistics Health,its business,or its market,or if they change theirrecomme

120、ndations regarding Wellgistics Healths securities adversely,the price and trading volume of Wellgistics Healths securities could decline.There can be no assurance that Wellgistics Health Common Stock will be approved for listing on Nasdaq or,if approved,will continue to be so listed,or that Wellgist

121、ics Healthwill be able to comply with the continued listing standards of Nasdaq.If and when our Common Stock is publicly traded,it may be subject to the penny stock rules which may make it more difficult to sell our Common Stock.An active market for Wellgistics Healths securities may not develop,whi

122、ch would adversely affect the liquidity and price of Wellgistics Healths securities.The market price of Wellgistics Health Common Stock may decline as a result of sales,or perceived sales,by Wellgistics Health in the public market or otherwise.Future sales,or the perception of future sales,by Wellgi

123、stics Health or its stockholders in the public market could cause the market price for Wellgistics Health Common Stockto decline.Wellgistics Health will qualify as an“emerging growth company”and a“smaller reporting company”within the meaning of the Securities Act.If Wellgistics Health takesadvantage

124、 of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies,Wellgistics Healths securities may beless attractive to investors and,therefore,may make it more difficult to compare Wellgistics Healths performance with other public companies.

125、Our management team will have immediate and broad discretion over the use of the net proceeds from this Offering and we may use the net proceeds in ways with which youdisagree.The unaudited pro forma financial information included herein may not be indicative of what Wellgistics Healths actual finan

126、cial position or results of operations would havebeen.Certain existing stockholders acquired our securities at a price below the current trading price of such securities and may experience a positive rate of return based on the currenttrading price.Investors in this Offering will experience immediat

127、e and substantial dilution in net tangible book value.Recent Developments On October 30,2024,we effected a forward stock split of all issued and outstanding shares of Common Stock at a ratio of 1-to-1,677,000,resulting in 191,458,151 shares of issued andoutstanding shares of Common Stock.On December

128、 5,2024,we effected a reverse stock split of all issued and outstanding shares of Common Stock at a ratio of 1-for-3.75,resulting in51,055,508 shares of issued and outstanding shares of Common Stock.As of the date of this prospectus,we have 51,055,508 shares of Common Stock issued and outstanding.7

129、Corporate Information The mailing address of our principal executive office is 3000 Bayport Drive,Suite 950 Tampa,FL 33607,and the offices telephone number is(844)203-6092.Our website is located .Information found on,or accessible through,our website is not a part of,and is not incorporated into,thi

130、s prospectus supplement,and you should not consider it partof the prospectus or part of any prospectus supplement.Implications of Being a Smaller Reporting Company We are a“smaller reporting company”as defined in the Exchange Act and have elected to take advantage of certain of the scaled disclosure

131、s available to smaller reporting companies.Accordingly,we may provide less public disclosure than larger public companies,including the inclusion of only two years of audited consolidated financial statements and only two years ofmanagements discussion and analysis of financial condition and results

132、 of operations disclosure and the inclusion of reduced disclosure about our executive compensation arrangements.As asmaller reporting company,we are also exempt from compliance with the auditor attestation requirements pursuant to the Sarbanes-Oxley Act.As a result,the information that we provide to

133、 ourstockholders may be different than you might receive from other public reporting companies in which you hold equity interests.We will continue to be a“smaller reporting company”until wehave$250 million or more in public float(based on our Common Stock)measured as of the last business day of our

134、most recently completed second fiscal quarter or,in the event we have nopublic float or a public float(based on our Common Stock)that is less than$700 million,annual revenues of$100 million or more during the most recently completed fiscal year.Implications of Being an Emerging Growth Company We are

135、 an“emerging growth company,”as defined in the Jobs Act.We will remain an emerging growth company until the earlier of(i)the last day of the fiscal year following the fifthanniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securiti

136、es Act;(ii)the last day of the fiscal year in which we have totalannual gross revenues of$1.07 billion or more;(iii)the date on which we have issued more than$1 billion in nonconvertible debt during the previous three years;or(iv)the date on which we aredeemed to be a large accelerated filer under a

137、pplicable SEC rules.We expect that we will remain an emerging growth company for the foreseeable future,but cannot retain our emerging growthcompany status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversa

138、ry of the date of the first sale of ourCommon Stock pursuant to an effective registration statement under the Securities Act.For so long as we remain an emerging growth company,we are permitted and intend to rely on exemptionsfrom specified disclosure requirements that are applicable to other public

139、 companies that are not emerging growth companies.These exemptions include:(i)being permitted to provide only two years of audited financial statements,in addition to any required unaudited interim financial statements,withcorrespondingly reduced“Managements Discussion and Analysis of Financial Cond

140、ition and Results of Operations”disclosure;(ii)not being required to comply with the requirement of auditorattestation of our internal controls over financial reporting;(iii)not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Boardregardin

141、g mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements;(iv)reduced disclosure obligationsregarding executive compensation;and(v)not being required to hold a nonbinding advisory vote on executive compensatio

142、n and stockholder approval of any golden parachute payments notpreviously approved.We have taken advantage of certain reduced reporting requirements in this prospectus.Accordingly,the information contained herein may be different than the information you receivefrom other public companies in which y

143、ou hold stock.An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act for complying with new or revised accountingstandards.This allows an emerging growth company to delay the adoption of certain accounting standards until t

144、hose standards would otherwise apply to private companies.We have irrevocablyelected to avail ourselves of this extended transition period and,as a result,we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standardsis required for other public

145、 reporting companies.8 THE OFFERING IssuerWellgistics Health,Inc.(f/k/a Danam Health,Inc.)Securities Offered900,000 shares of Common Stock,at an expected public offering price of between$4.50 and$5.50 per share.Common Stock issued and outstanding prior to the Offering51,055,508 shares of Common Stoc

146、k(as of January 10,2024).Common stock issued and outstanding after the Offering51,955,508 shares of Common Stock.Use of proceedsWe estimate that the net proceeds to us from the Offering will be approximately$4,185,000 assuming an offering price of$5.00 per share(the midpoint of the estimated public

147、offering price between$4.50 and$5.50 per share),after deductingunderwriting discounts and commissions and estimated Offering expenses payable by us.We intend to use the net proceeds of the Offering for general corporate purposes.Proposed Nasdaq Trading Symbol and ListingWe have applied to list our C

148、ommon Stock on Nasdaq under the symbol“WGRX.”We believe that upon completion ofthe Offering,we will meet the standards for listing on Nasdaq.The closing of this Offering is contingent upon thesuccessful listing of our Common Stock on Nasdaq.Risk factorsYou should read the“Risk Factors”section of thi

149、s prospectus for a discussion of factors to consider carefully beforedeciding to invest in shares of our Common Stock.Transfer AgentColonial Stock Transfer Company,Inc.Lock-up AgreementsWe and our directors,officers and certain stockholders have agreed with the representative not to offer for sale,i

150、ssue,sell,contract to sell,pledge or otherwise dispose of any of our Common Stock or securities convertible into Common Stock fora period of 90 days after the closing of this Offering as described in further detail in this prospectus.See“UnderwritingLock-Up Agreements.”Dividend PolicyWe do not inten

151、d to pay any dividends on our Common Stock for the foreseeable future.Instead,we anticipate that all ofour earnings,if any,will be used for the operation and growth of our business.See“Dividend Policy”for moreinformation.9 RISK FACTORS Investing in our Common Stock involves a high degree of risk.In

152、addition to the information,documents or reports included or incorporated by reference in this prospectus and,ifapplicable,any prospectus supplement or other offering materials,you should carefully consider the risks described below in addition to the other information contained in this prospectus,b

153、eforemaking an investment decision.Our business,financial condition or results of operations could be harmed by any of these risks.As a result,you could lose some or all of your investment in ourCommon Stock.The risks and uncertainties described below are not the only ones we face.Additional risks n

154、ot currently known to us or other factors not perceived by us to present significant risks toour business at this time also may impair our business operations.Risks Related to Wellgistics Healths Business Our limited operating history as a combined company and our evolving business make it difficult

155、 to evaluate our current business and future prospects and increase the risk of your investment.We were incorporated in 2022 for the purpose of acquiring and integrating various companies in the health care industry.Our limited operating history and rapidly evolving business make itdifficult to eval

156、uate our current business,future prospects and plan for growth.We will continue to encounter significant risks and uncertainties frequently experienced by growing companies inrapidly changing and heavily regulated industries,such as attracting new customers to our products and services;retaining cus

157、tomers and encouraging them to utilize new products and services thatwe make available;competition from other companies;hiring,integrating,training and retaining skilled personnel;developing new solutions;determining prices for our solutions;unforeseenexpenses;challenges in forecasting accuracy;and

158、new or adverse regulatory developments affecting aspects of the aerospace and defense industry.Further,because we depend,in part,on marketacceptance of our newer and future products and services,it is difficult to evaluate trends that may affect our business and whether our expansion will be profita

159、ble.If we have difficulty launchingnew products or services,then our reputation may be harmed and our business,financial condition and results of operations may be adversely affected.If our assumptions regarding these and othersimilar risks and uncertainties that relate to our business,which we use

160、to plan our business,are incorrect or change as we gain more experience operating as a combined company,or if we do notaddress these challenges successfully,our operating and financial results could differ materially from our expectations and our business could suffer.Wellgistics Health may experien

161、ce difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health from realizing the expected benefits of thesetransactions.Wellgistics Healths success depends on Wellgistics Healths ability to realize the anticipated benefits of combining the operat

162、ions of the Wellgistics LLC and Wood Sage with WellgisticsHealth in an efficient and effective manner.The integration process could take longer than anticipated and could result in the loss of key employees from either of Wood Sage or Wellgistics LLC,thedisruption of each companys ongoing businesses

163、,tax costs or inefficiencies,or inconsistencies in standards,controls,information technology systems,procedures and policies,any of which couldadversely affect Wellgistics Healths ability to continue relationships with the Wood Sages or Wellgistics LLCs customers,employees or other third parties,or

164、Wellgistics Healths ability to achievethe anticipated benefits of the Wood Sage Acquisition and Wellgistics Acquisition and could harm Wellgistics Healths financial performance.If Wellgistics Health is unable to successfully or timelyintegrate the operations of the Wood Sage or Wellgistics LLC with

165、its business,Wellgistics Health may incur unanticipated liabilities and be unable to realize the revenue growth,operatingefficiencies,synergies and other anticipated benefits resulting from such transactions and Wellgistics Healths business,results of operations,and financial condition could be mate

166、rially and adverselyaffected.10 Reductions in third-party reimbursement levels,from private or governmental agency plans,and potential changes in industry pricing benchmarks for prescription drugs could materially andadversely affect Wellgistics Healths results of operations.The substantial majority

167、 of the prescriptions Wellgistics Health will fill at Wellgistics Healths CSP division will be reimbursed by third-party payers,including private and governmentalagency payers.The continued efforts of health maintenance organizations,managed care organizations,PBM companies,governmental agencies,and

168、 other third-party payers to reduce prescriptiondrug costs and pharmacy reimbursement rates,as well as litigation and other legal proceedings relating to how drugs are priced,may adversely impact Wellgistics Healths results of operations.In theU.S.,plan changes with rate adjustments often occur in J

169、anuary and July and Wellgistics Healths reimbursement arrangements may provide for rate adjustments at prescribed intervals during theirterm.In addition,the timing and amount of periodic contractual reconciliations payments can vary significantly and may not follow a predictable path.Further,in an e

170、nvironment where some PBMclients utilize narrow or restricted pharmacy provider networks,some of these entities may offer pricing terms that Wellgistics Health may not be willing to accept or otherwise restrict WellgisticsHealths participation in their networks of pharmacy providers.This may also im

171、pact the ability for Wellgistics Healths pharmacy network partners to adjudicate certain prescription claims receivedvia transfer from the DelivMeds hub platform technology which may impact several revenue generating channels in the form of technology-related fees.Further,Wellgistics Healths wholesa

172、leoperations may be impacted as pharmacy coverage/margin is diminished on certain products effecting the ability to carry and move this inventory thereby affecting buying patterns.In addition,many payers in the U.S.are increasingly considering new metrics as the basis for reimbursement rates.It is p

173、ossible that the pharmaceutical industry or regulators may evaluateand/or develop an alternative pricing reference to replace wholesale acquisition price(WAC)and average wholesale price(AWP),which will be the pricing reference used for Wellgistics Healthspharmacy and network partner pharmacies contr

174、acts.This will also have a direct impact on Wellgistics Healths secondary wholesalers sourcing and procurement strategies.Future changes to thepricing benchmarks used to establish pharmaceutical pricing,including changes in the basis for calculating reimbursement by third-party payers,could adversel

175、y affect Wellgistics Health.A shift in pharmacy mix toward lower margin plans,margin compression on branded medications,increased offering of specialty products,DIR fees,mail order pharmacy steering,andprograms could adversely affect Wellgistics Healths results of operations.Wellgistics Healths CSP

176、division and network of independent partner pharmacies will seek to grow prescription volume while operating in a marketplace with continuous reimbursementpressure.A shift in the mix of pharmacy prescription volume towards programs offering lower reimbursement rates could adversely affect Wellgistic

177、s Healths results of operations both from an in-house prescription fulfillment perspective and also technology and transactional fees from Wellgistics Healths network of independent partner pharmacies.General trends Wellgistics Health mayobserve impacting independent pharmacies include but are not l

178、imited to:a shift in pharmacy mix towards 90-day fills which are often reimbursed at lower amounts compared to 30-day fills,DIRfees from PBMs on Medicare Part D prescriptions often leading to negative reimbursements,lower plan paid amounts for branded and specialty medications while simultaneously o

179、bserving anincrease in the number of patients requiring a“specialty-lite”or full specialty medication,narrow networks with unfavorable contract pricing,delivery and shipping-related restrictions impacting thepharmacies ability to gain additional market share,enhanced PBM tactics to steer patients to

180、 mail order pharmacies thereby reducing market opportunities,and little to no remuneration for in-demandconsumer-driven concierge services from pharmacists.Wellgistics Healths pharmacy division retains access to all major plans with as expected market competitive reimbursement rates for anindependen

181、t pharmacy.In-network coverage for PBMs and payors at the independent network partner pharmacy level will vary from store-to-store and Wellgistics Health continue to add morenetwork participants to provide robust coverage.If Wellgistics Health is not able to generate prescription volume and other bu

182、siness from patients participating in these programs that is sufficient to offset the impact of lowerreimbursement,or if the degree or terms of Wellgistics Healths participation in such preferred networks declines in future years,Wellgistics Healths results of operations could be materially andadver

183、sely affected.Furthermore,changes in political,economic,and regulatory influences,as well as industry-wide changes in business practices,including with respect to the imposition of DIR feesby PBMs,may significantly affect Wellgistics Healths business.Wellgistics Healths failure to successfully antic

184、ipate and respond to,or appropriately adapt to,evolving industry conditions or any ofthese changes or trends,none of which are within Wellgistics Healths control,in a timely and effective manner could have a significant negative impact on Wellgistics Healths competitive positionand materially advers

185、ely affect Wellgistics Healths business,financial condition and results of operations.11 Wellgistics Health will derive a portion of its sales from prescription drug sales reimbursed by PBM companies and Wellgistics Healths participation in the pharmacy provider networks of thesecompanies may be res

186、tricted or terminated.Wellgistics Health will derive a portion of Wellgistics Healths sales from prescription drug sales reimbursed through prescription drug plans administered by PBM companies.PBMcompanies typically administer multiple prescription drug plans that expire at various times and provid

187、e for varying reimbursement rates,and often limit coverage to specific drug products on anapproved list,known as a formulary,which might not include all of the approved drugs for a particular indication.Changes in pricing and other terms of Wellgistics Healths contracts with PBMcompanies can signifi

188、cantly impact Wellgistics Healths results of operations.There can be no assurance that Wellgistics Health will participate in any particular PBM companys pharmacy providernetwork in any particular future time period or on terms reasonably acceptable to Wellgistics Health.If Wellgistics Healths parti

189、cipation in the pharmacy provider network for a prescription drugplan administered by one or more of the large PBM companies is restricted or terminated,Wellgistics Health expects that Wellgistics Healths sales would be adversely affected,at least in the short-term.If Wellgistics Health is unable to

190、 replace any such lost sales,either through an increase in other sales or through a resumption of participation in those plans,Wellgistics Healths operatingresults could be materially and adversely affected.If Wellgistics Health exits a pharmacy provider network and later resumes participation,there

191、 can be no assurance that Wellgistics Health willachieve any particular level of business on any particular pace,or that all clients of the PBM company will choose to include us again in the pharmacy network for their plans,initially or at all.Inaddition,in such circumstances Wellgistics Health may

192、incur increased marketing and other costs in connection with initiatives to regain former patients and attract new patients covered by suchplans.Wellgistics Health could be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in t

193、he cost to procure prescription drugs.The profitability of Wellgistics Healths healthcare ecosystem business model depends upon the utilization of prescription drugs.Utilization trends are affected by,among other factors,theintroduction of new and successful prescription drugs,coverage on payor/PBM

194、formularies,as well as lower-priced generic alternatives to existing brand name drugs.Inflation in the price of drugsalso can adversely affect utilization,particularly given the increased prevalence of high-deductible health insurance plans and related plan design changes.New brand name drugs with c

195、overage onformularies can result in increased drug utilization and associated sales,while the introduction of lower priced generic alternatives typically results in relatively lower sales,but relatively higher grossprofit margins.In addition,if Wellgistics Health experiences an increase in the amoun

196、ts it pays to procure pharmaceutical drugs,including generic drugs,Wellgistics Healths gross profit margins would beadversely affected to the extent Wellgistics Health is not able to offset such cost increases.Any failure to fully offset any such increased prices and costs or to modify Wellgistics H

197、ealths activities tomitigate the impact could have a material adverse effect on Wellgistics Healths results of operations.Also,any future changes in drug prices could be significantly different than Wellgistics Healthsexpectations.A 2019 study performed by NACDS entitled“Cost of Dispensing Study”fou

198、nd that the overall cost of dispensing for all drugs was$12.40 per fill.After factoring inflation,that same cost isestimated to be$14.68 per fill.The latter does not account for other costs associated with medication dispensing noted in this“Risk Factors”section which clearly demonstrates further st

199、rain to grossprofit margin on prescription-related fills.Accordingly,a decrease in the number or magnitude of significant new brand name drugs or generics successfully introduced,delays in their introduction,a decrease in the utilization ofpreviously introduced prescription drugs,and or rising costs

200、 associated with medication dispensing could materially and adversely affect Wellgistics Healths business,financial condition and resultsof operations.Consolidation and strategic alliances in the healthcare industry could adversely affect Wellgistics Healths business operations,competitive positioni

201、ng,financial condition and results ofoperations.Many organizations in the healthcare industry,including PBM companies,have consolidated in recent years to create larger healthcare enterprises with greater bargaining power,which hasresulted in greater pricing pressures.If this consolidation trend con

202、tinues,it could give the resulting enterprises even greater bargaining power,which may lead to further pressure on the prices forWellgistics Healths products and services.If these pressures result in reductions in Wellgistics Healths prices,Wellgistics Healths businesses would become less profitable

203、 unless Wellgistics Healthare able to achieve corresponding reductions in costs or develop profitable new revenue streams.12 Changes in economic conditions could adversely affect consumer/client buying practices and market adoption of Wellgistics Healths DelivMeds mobile application and the accompan

204、yingrevenues to premium access/services.Wellgistics Healths performance may be adversely impacted by changes in global,national,regional or local economic conditions and consumer confidence.These conditions can alsoadversely affect Wellgistics Healths key vendors and customers.External factors that

205、affect consumer confidence and over which Wellgistics Health exercises no influence include unemploymentrates,inflation,levels of personal disposable income,levels of taxes and interest and global,national,regional or local economic conditions,health epidemics or pandemics.For example,COVID-19expose

206、s Wellgistics Health to the risks of continued impact of global supply chain disruptions,and the uncertain economic and geopolitical environment,as well as looting,vandalism,acts of war orterrorism.Changes in economic conditions and consumer confidence could adversely affect consumer preferences,pur

207、chasing power and spending patterns,which could lead to a decrease in overallconsumer spending as well as in prescription drug,services,and digital health services utilization and which could be exacerbated by the increasing prevalence of high-deductible health insuranceplans and related plan design

208、 changes.From a client perspective,increasing pressures from margin compression,prescription pricing negotiations,and other known stressors as outlined in this“RiskFactors”section may negatively impact a manufacturers willingness to adopt and utilize various a-la-carte services Wellgistics Health wi

209、ll provide through Wellgistics Healths hub platform andclinical services.Further threats from market competitors to offer additional products at promotional pricing could lead to lower pricing floors as well.Inflationary pressures could have a material impact on Wellgistics Healths business and oper

210、ations.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 couldimpact consumers ability to afford initial or on-going therapy.Wellgistics Healths focus on the relatively

211、expensive specialty lite business segment(i.e.,$500-$3,000 therapies)could be particularlyimpacted 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.Ifinflation conti

212、nues 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 effectwithout negatively impacting consumer demand or Wellgistics Healths gross margin.All of these inflationary risk facto

213、rs could materially and adversely impact Wellgistics Healths businessoperations,financial condition and results of operations.The industries in which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics could adversely impact us.The level of c

214、ompetition in the pharmacy(i.e.,retail,independent,specialty,and digital),healthcare and clinical concierge like services,and pharmaceutical wholesale industries is high.Changes in market dynamics or actions of competitors or manufacturers,including industry consolidation and the emergence of new co

215、mpetitors and strategic alliances,could materially andadversely impact us.Disruptive innovation,or the perception of potentially disruptive innovation,by existing or new competitors could alter the competitive landscape in the future and require us toaccurately identify and assess such changes and i

216、f required make timely and effective changes to Wellgistics Healths strategies and business model to compete effectively.13 All of Wellgistics Healths businesses will face intense competition from multiple existing and new businesses,some of which are aggressively expanding in markets Wellgistics He

217、alth willserve.Wellgistics Health will develop Wellgistics Healths offerings to respond to market dynamics;however,if Wellgistics Healths customers are not receptive to these changes,if WellgisticsHealth is unable to expand successful programs in a timely manner,or Wellgistics Health otherwise does

218、not effectively respond to changes in market dynamics,Wellgistics Healths businesses andfinancial performance could be materially and adversely affected.There are a significant number of competitors that provide one or more comprehensive services,including distribution,with respect to specialty phar

219、macy drugs,hub and clinical services toperform patient financial assistance;prior authorization coordination;copay tiered reductions;tele-pharmacy;and access to digital health resources,some of whom have greater resources thanWellgistics Health does,including:PBMs;retail pharmacy chains and independ

220、ent retail pharmacies;digital pharmacies;national,regional and niche specialty pharmacies;home and specialtyinfusion therapy companies;provider practices and systems;and GPOs.The leading payors and drug chains have completed extensive mergers and acquisitions transactions and business combinations,a

221、nd,therefore,have significantly greater market share,resources and purchasing power than Wellgistics Health does and,in the aggregate,these competitors generally have access to substantially the same limited distribution drugs that will be inWellgistics Healths portfolio.These companies also benefit

222、 from their acquisition activity with healthcare organizations,as Wellgistics Health has seen recent acquisitions in the home healthcare andprimary care services arena(i.e.,One Medical,Signify Health,Village MD,Summit Health,CareCentrix,among others).Digital pharmacies both national and regional hav

223、e been increasingly entering the market over the course of the last decade with well-known players such as Roman,Lemonaid Health,ForHims,TruePill,and Amazons acquisition of PillPack.At the regional level,Wellgistics Health has seen the emergence of companies like Capsule,Alto,and many others outline

224、d below looking topenetrate markets and gain access to lives by looking for additional points of differentiation.The competitive healthcare landscape along with macroeconomic pressures has also seen increasedchapter 11 filings for bankruptcy and or other means of dissolution including Medley,NowRx,A

225、mazonCare,Haven(i.e.,joint venture of Amazon,Berkshire Hathaway,and JPMorgan Chase)overrecent years.Many of these companies leverage access to telehealth services and backend partnerships with mail order pharmacies to provide consumers with cash-paying models for access to nicheservices.The evolutio

226、n of centralized digital patient support networks with network pharmacies has also recently been gaining steam.As Wellgistics Health will increase in scale and market share,or provide additional healthcare services,Wellgistics Health expects more direct competition for certain drugs,payer andpatient

227、 access,and services from this myriad of companies.These factors together with the impact of the competitive marketplace or other significant differentiating factors between us andWellgistics Healths competitors may make it difficult to gain market access and penetration all of which could materiall

228、y and adversely impact Wellgistics Healths business operations,financialcondition and results of operations.14 Below is a 2021 Snapshot of Digital Pharmacy Solutions amongst key healthcare stakeholders/entities:Source:If Wellgistics Health does not successfully create and implement relevant omni-cha

229、nnel experiences for Wellgistics Healths customers,Wellgistics Healths businesses and results of operationscould be adversely impacted.The portion of total consumer expenditures from various business sectors completing online shopping has drastically changed over the last two decades.Wellgistics Hea

230、lth is seeing acomplete paradigm shift,as consumer sentiment and behavior has moved towards mobile application use.The COVID-19 pandemic was the accelerant,and Wellgistics Health expects this pace ofincrease exponentially.Consumers are now able to have more have more and more services delivered to t

231、heir homes or work and more recently Wellgistics Health is seeing this same push withhealthcare services.Moreover,prescription related deliveries have become the new normal versus waiting for pharmacy pick-up which is often not as efficient or convenient for this everchangingmindset and expectation

232、of the consumer.In order to be successful with executing on this service delivery,Wellgistics Healths strategy must offer enhanced value services while also being convenient to the consumer.To accomplishthis,an omni-channel approach,intelligent user experience,and home health differentiated model is

233、 a necessity to keep up with the rapidly evolving pace of changing customer expectations and newdevelopments by Wellgistics Healths competitors.Wellgistics Health must compete by offering a consistent and convenient shopping experience for Wellgistics Healths customers regardless of theultimate sale

234、s channel and by investing in,providing and maintaining digital tools for Wellgistics Healths customers.If Wellgistics Health is unable to make,improve,or develop relevant customer-facing technology in a timely manner that keeps pace with technological developments and dynamic customer expectations,

235、Wellgistics Healths ability to compete and Wellgistics Healths results ofoperations could be materially and adversely affected.In addition,if Wellgistics Healths online activities or Wellgistics Healths other customer-facing technology systems do not function asdesigned,Wellgistics Health may experi

236、ence a loss of customer confidence,data security breaches,lost sales,or be exposed to fraudulent purchases,any of which could materially and adverselyaffect Wellgistics Healths business operations,reputation and results of operations.Wellgistics Health may be unable to achieve Wellgistics Healths en

237、vironmental,social and governance goals.Wellgistics Health recognizes the rising importance of environmental,social,and governance matters among Wellgistics Healths team members,customers,and certain stockholders andwill be committed to upholding a culture dedicated to corporate responsibility.Wellg

238、istics Health will establish certain goals that allow us to better communicate and align to Wellgistics Healthsenvironmental,social,and governance strategy.However,these goals are subject to risks and uncertainties,which are outside of Wellgistics Healths control and might prohibit us from meeting t

239、hegoals.Further,there is a risk that team members,customers,or certain stockholders might not be satisfied with Wellgistics Healths goals or strategy and efforts to meet the goals.Some of the risksthat Wellgistics Health will be subject to include,but are not limited to:Wellgistics Healths ability t

240、o execute Wellgistics Healths operational strategy within the timeframe or costs projected;theavailability or cost of renewable energy,materials,goods,and/or services required,and evolving regulations or requirements that change or limit Wellgistics Healths ability to set standards or gatherinformat

241、ion from Wellgistics Healths supplier partners or third party contractors.Failure to meet Wellgistics Healths goals could negatively impact public perception of Wellgistics Healthscompany with interested stakeholders.15 Environmental,social,and governance matters are also increasingly important to c

242、urrent and potential employees.In order to retain and attract talent Wellgistics Health knows that it iscritical that Wellgistics Health clearly communicate Wellgistics Healths environmental,social,and governance strategy,and a delay or inability to meet Wellgistics Healths goals on time couldimpact

243、 Wellgistics Healths reputation as a desirable place to work.With increased interest from certain stockholders,an inability to meet Wellgistics Healths goals could also have a negative impacton Wellgistics Healths stock price.These impacts could make it more difficult for us to operate efficiently a

244、nd effectively and could have a negative effect on Wellgistics Healths business,operatingresults and financial conditions.Wellgistics Healths business results will depend on Wellgistics Healths ability to successfully manage ongoing organizational change and business transformation and achieve cost

245、savings andoperating efficiency initiatives through Wellgistics Healths healthcare ecosystem.The key to Wellgistics Healths success will be executing on Wellgistics Healths win-win strategy for all stakeholders in the healthcare delivery model.Through leveraging WellgisticsHealths portfolio of subsi

246、diaries,Wellgistics Healths leadership will need to deliver on a value proposition to patients,pharmacies,providers,payors/PBMs,and pharmaceutical manufacturers.Thisis obtained by making healthcare services affordable and convenient in a centralized model.Wellgistics Healths success will hinge on th

247、e Wellgistics Healths leadership team to improve operationalefficiency,decreasing costs,market access and insights,data transparency,value-based outcomes,and innovative technology via automation.There can be no assurance that Wellgistics Health will realize,in full or in part,the anticipated benefit

248、s of leveraging these subsidiaries and what that market adoption will be like.Wellgistics Healths financial goals assume a level of productivity improvement and other business optimization initiatives.If Wellgistics Health is unable to implement the programs or deliver theseexpected productivity imp

249、rovements,while continuing to invest in business growth,or if the volume and nature of change overwhelms available resources,Wellgistics Healths business operations,financial condition and results of operations could be materially and adversely impacted.Risks Relating to Wellgistics Healths Operatio

250、ns Disruption in Wellgistics Healths global supply chain could negatively impact Wellgistics Healths businesses.The pharmaceutical products for Wellgistics Healths wholesale division are sourced from pharmaceutical manufacturers with a wide variety of domestic and international vendors,and anyfuture

251、 disruption in Wellgistics Healths supply chain or inability to find qualified vendors and access products that meet requisite quality and safety standards in a timely and efficient manner couldadversely impact Wellgistics Healths businesses.The loss or disruption of such supply arrangements for any

252、 reason,including for issues such as COVID-19 or other health epidemics or pandemics,labor disputes,loss or impairment of key manufacturing sites,inability to procure sufficient raw materials,quality control issues,ethical sourcing issues,a suppliers financial distress,naturaldisasters,looting,vanda

253、lism or acts of war(such as the conflict in Ukraine)or terrorism,trade sanctions or other external factors over which Wellgistics Health has no control,could interrupt productsupply and,if not effectively managed and remedied,have a material adverse impact on Wellgistics Healths business operations,

254、financial condition and results of operations.Wellgistics Healths pharmacy division and to the greater extent,Wellgistics Healths independent network of partner pharmacies,may also be impacted by disruptions in global supply chainas listed above based on primary wholesaler and direct pharmaceutical

255、manufacturing contracts.Wellgistics Healths business and operations will be subject to risks related to climate change.The long-term effects of global climate change present both physical risks(such as extreme weather conditions or rising sea levels)and transition risks(such as regulatory or technol

256、ogychanges),are expected to be widespread and unpredictable.These changes could over time affect,for example,the availability and cost of products,commodities and energy(including utilities),which in turn may impact Wellgistics Healths ability to procure goods or services required for the operation

257、of Wellgistics Healths business at the quantities and levels Wellgistics Health require.Inaddition,Wellgistics Healths facilities may be in locations that may be impacted by the physical risks of climate change,and Wellgistics Health may face the risk of losses incurred as a result ofphysical damage

258、 to stores,distribution or fulfillment centers,loss or spoilage of inventory and business interruption caused by such events.Wellgistics Health will also use natural gas,diesel fuel,gasoline and electricity in Wellgistics Healths operations,all of which could face increased regulation as a result of

259、 climate change or other environmental concerns.16 Whether internally or via Wellgistics Healths third-party relationships with Wellgistics Healths national and regional ride-sharing partners(i.e.,Lyft and Roadie)for prescription delivery;and shipping carriers(i.e.,USPS,UPS,FedEx),rising fuel costs

260、will lead to an increase in tiered rates for mileage/distance which will increase Wellgistics Healths costs associated with prescriptiondelivery or shipping.Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years,which may increase Wellgistics Healths costs

261、associated with complianceand merchandise.These events and their impacts could otherwise disrupt and adversely affect Wellgistics Healths operations and could materially adversely affect Wellgistics Healths financialperformance.Wellgistics Healths business is primarily focused on certain therapeutic

262、 targets,making it vulnerable to risks associated with having therapeutically concentrated operations.Wellgistics Healths operates within the“specialty-lite”or niche sector of the pharmaceutical industry.It is well documented in the literature that the specialty drug market accounts for lessthan 10%

263、of total drugs in the market.As a result,Wellgistics Healths business,financial condition and results of operations are susceptible to economic downturns within this sector of the industry,whether cause by state regulations,budget constraints,severe weather conditions,catastrophic events,or other di

264、sruptions.As Wellgistics Health seeks to expand its existing operations,opportunitiesfor growth within the“specialty-lite”or niche sector of the pharmaceutical industry may become more limited.Failure to retain and recruit,or failure to manage succession of,key personnel could have an adverse impact

265、 on Wellgistics Healths future performance.Wellgistics Healths ability to attract,engage,develop and retain qualified and experienced employees at all levels,including in executive and other key strategic positions,is essential for usto meet Wellgistics Healths objectives.Competition among potential

266、 employers might result in increased salaries,benefits or other employee-related costs,or in Wellgistics Healths failure to recruitand retain employees which could have a materially adverse impact on Wellgistics Healths business operations,financial condition and results of operations.Additionally,a

267、ny failure to adequately plan for and manage succession of key management roles or the failure of key employees to successfully transition into new roles could have amaterial adverse effect on Wellgistics Healths business and results of operations.While Wellgistics Health has succession plans in pla

268、ce and employment arrangements with certain key executives,these do not guarantee the services of these executives will continue to be available to us.We are highly dependent on the continued service of our directors and officers,whose financial interests may conflict with the interests of investors

269、.Our directors and officers,including Tim Canning,Chief Executive Officer,and Vishnu Balu,Vice President of Finance,have years of significant experience in the pharmaceutical industryand other sectors related to our business.Our success depends upon the continued service of these directors and offic

270、ers.The loss of any of these directors and officers might significantly delay orprevent the achievement of our business objectives and could materially harm our business,financial condition and results of operations.Failure to renew facility leases in a timely manner could have an adverse impact on

271、Wellgistics Healths business operations.Wellgistics Healths facilities will include multiple corporate offices,physical location of the pharmacy,and multiple warehouse facilities for wholesale product warehousing anddistribution.These locations are subject to competition with other retailers and bus

272、inesses for suitable locations for Wellgistics Healths facilities.Local land use and zoning regulations,environmental regulations and other regulatory requirements may impact Wellgistics Healths ability to find suitable locations and influence the cost of constructing,renovating and operatingWellgis

273、tics Healths stores.In addition,real estate,zoning,construction and other delays may adversely affect Wellgistics Healths business and increase Wellgistics Healths costs.Further,changinglocal demographics may adversely affect revenue and profitability levels.The terms of leases at existing facility

274、locations may adversely affect Wellgistics Health if the renewal terms of,or requestedmodifications to,those leases are unacceptable to Wellgistics Health,and Wellgistics Health will be forced to close or relocate operations.If Wellgistics Health is unable to maintain WellgisticsHealths facility loc

275、ations or open/move to new facility locations in desirable places and on favorable terms,Wellgistics Healths results of operations could be materially and adversely affected.Wellgistics Health may not be able to maintain business,scale for growth,renew pharmacy and wholesale state licenses,and retai

276、n commercial and federal contracts while preventingrestrictions and termination.The ability to maintain business channels,service existing pharmacies from a wholesale product distribution perspective,and service Wellgistics Healths patient base at the pharmacy willall be potential areas for adverse

277、impacts to Wellgistics Healths financial condition and operations due to everchanging regulations and requirements to maintain contracts and licenses.WellgisticsHealths wholesale operations will retain state licenses for whole distribution from the various state boards of pharmacy or equivalent alon

278、g with the federal level as maintained by the FDA,third-party logistics and controlled substance licenses from all state boards of pharmacy,and an accreditation with the NABP and ADD.17 Wellgistics Healths pharmacy division will have the equivalent of 35 state board of pharmacy licenses along with t

279、he District of Columbia.Many of these licenses include the ability todispense controlled substance with only a few states retaining waivers for exemption.The pharmacy will also have a Florida state Medicaid contract,several NPI numbers,and a DEA certificate.Thepharmacy formerly had accreditation sta

280、tus with ACHC and URAC as a specialty pharmacy and plans on pursing reaccreditation along with URAC Small Business Mail Order accreditation.Thepharmacy will retain all major PBM/payor direct contracts with little to no restrictions.The pharmacy will be affiliated with Elevate as its PSAO to provide

281、the relevant minor PBM contracts.The ability to retain all of these state board,federal,and PBM/payor contracts through the renewal process while expanding Wellgistics Healths reach is critical to conducting business andgenerating revenues.Contract restrictions,termination,and or an inability to exp

282、and would be deemed as events that could disrupt and adversely affect Wellgistics Healths operations and couldmaterially adversely affect Wellgistics Healths financial performance.Wellgistics Healths relationships with Wellgistics Healths primary wholesaler for pharmacy operations and Wellgistics He

283、alths manufacturer relationships for Wellgistics Healths wholesaleand hub technology platform entities will be critical to Wellgistics Healths success.Wellgistics Healths internal pharmacy division has a primary contract with AmerisourceBergen for pharmaceutical distribution agreement pursuant to wh

284、ich Wellgistics Health sourcesbranded and generic pharmaceutical products from AmerisourceBergen.CSP executed this agreement in October 2022,and the agreement requires the pharmacy to purchase a certain volume permonth while also maintain compliance with the GCR.Wellgistics Health has a relationship

285、 with HD Smith and TRxADE to acquire products via the secondary channel.This is seen as a potential riskfor the business as the secondary channel providers often do not provide full spectrum catalogs and more specifically used to assist with cost savings opportunities through the purchase of short-d

286、atedproducts and or access to specialty or niche therapeutic category products.Consequently,Wellgistics Healths business may be adversely affected by any operational,financial or regulatorydifficulties that these wholesalers or pharmaceutical manufacturers experience,including those resulting from C

287、OVID-19.For example,if operations are seriously disrupted for any reason,whetherdue to a natural disaster,pandemic,labor disruption,regulatory action,computer or operational systems or otherwise,it could adversely affect Wellgistics Healths business and Wellgistics Healthsresults of operations.Wellg

288、istics Healths distribution agreement with AmerisourceBergen is subject to early termination in certain circumstances and,upon the expiration or termination of the agreement,therecan be no assurance that Wellgistics Health or AmerisourceBergen will be willing to renew the agreement or enter into a n

289、ew agreement,on terms favorable to us or at all.If such expiration ortermination occurred,Wellgistics Health believes that alternative sources of supply for most generic and brand-name pharmaceuticals are readily available and that Wellgistics Health could obtainand qualify alternative sources,which

290、 may include self-distribution in some cases,for substantially all of the prescription drugs Wellgistics Health will sell on an acceptable basis,such that theimpact of any such expiration or termination would be temporary.However,there can be no assurance Wellgistics Health would be able to engage a

291、lternative supply sources as a primary wholesalerfor generic and branded products in a timely basis or on terms favorable to us,or effectively manage these transitions,any of which could adversely affect Wellgistics Healths business operations,financial condition and results of operations.At the who

292、lesale level,Wellgistics Health now has,upon closing of the Wellgistics LLC Acquisition,relationships with approximately 60 manufacturers to distribute products to retail,independent,and specialty pharmacies.At the hub technology platform division,Wellgistics Health will leverage the wholesale opera

293、tion to expand pharmaceutical manufacturer relationships.Wellgistics Healths combined portfolio will work synergistically to provide additional value to pharmaceutical manufacturers.This will in turn will help lower costs and provide additional marketaccess.In recent years,an increasing number of ph

294、armaceutical manufacturers have attempted to significantly limit the number of pharmacies that may dispense their drugs.Pharmacies dispensingproducts from direct manufacturer relationships need to ensure they can manage a drugs rollout,obtain real-time data,and confirm the unique patient populations

295、 receipt of the necessary servicesand support to remain adherent.Access to limited-distribution drugs provides us with significant competitive advantages in developing relationships with payers and physicians.If Wellgistics Healthcannot obtain access to new limited-distribution pharmaceuticals or lo

296、se access to limited-distribution pharmaceuticals Wellgistics Health currently distribute this could have a material and adverseimpact on Wellgistics Healths business,profitability and results of operations.18 Wellgistics Health will obtain access to limited-distribution drugs primarily from small t

297、o mid-size pharmaceutical companies,often many of these are boutique companies,many of whomare bringing their first or second drug to market.Wellgistics Health will incur significant expense,time and opportunity cost to educate and assist emerging small and mid-size manufacturers inbringing these pr

298、oducts to the marketplace without any guarantee of a successful drug launch or future sales.The failure to monetize these relationships and supply Wellgistics Healths independentnetwork of pharmacies with prescriptions could adversely impact Wellgistics Healths profitability and Wellgistics Healths

299、prospects.Wellgistics Health will also provide a significant amount of direct and indirect services for the benefit of Wellgistics Healths pharmaceutical manufacturer customers and WellgisticsHealths patients to gain access to these products,and Wellgistics Healths failure to provide services at opt

300、imal quality could result in losing access to existing and future drugs.In addition,Wellgistics Health will incur significant costs in providing these services and if manufacturers require significant additional services and products to obtain access to their drugs without acorresponding increase in

301、 service fees paid to Wellgistics Health,Wellgistics Healths profitability could be adversely impacted.Wellgistics Healths contracts with pharmaceutical manufacturers and wholesalers will be generally for one-year terms on the hub technology platform and clinical services and three yearson the whole

302、sale side and are terminable on reasonably short notice by either party before or after the contract term.If several of these contractual relationships are terminated or materially altered bythe pharmaceutical manufacturers or wholesalers or if Wellgistics Health is otherwise unable to renew these c

303、ontracts or enter into similar contracts on favorable terms,Wellgistics Health could lose amajor source of revenue from the pharmaceuticals Wellgistics Health will dispense or distribute,and also prescriptions Wellgistics Health is able to generate and pass through to Wellgistics Healthsnetwork of i

304、ndependent pharmacy partners which would materially impact Wellgistics Healths operations and financial condition.Wellgistics Health will outsource certain business processes to third-party vendors that subject us to risks,including disruptions in business and increased costs.Wellgistics Health will

305、 outsource certain business,administrative,and development functions and rely on third-party technologies such as plug-ins and APIs to perform certain services forWellgistics Healths hub technology platform and other divisions on Wellgistics Healths behalf.Various examples of this will include relat

306、ionships with both domestic and foreign developers forWellgistics Healths mobile solutions as part of Wellgistics Healths hub technology platform,relationships with various PMS system providers,relationships with various ride-sharing platformproviders and their network of drivers,carrier relationshi

307、ps for shipping of products,and various relationships with third party clinical service providers or technology solutions to be able to offerWellgistics Healths end-to-end holistic approach to patient-centered care services.Wellgistics Health will rely on third-party vendors and their licenses to me

308、et Wellgistics Healths quality and performance requirements.Wellgistics Health will utilize these third-partyvendors for some of the technology to be used in Wellgistics Healths products,and intends to license technologies from third parties.Most of these licenses can be renewed only by mutual conse

309、ntand may be terminated if Wellgistics Health breaches the terms of the license and fails to cure the breach within a specified period of time.Wellgistics Health may not be able to obtain these licenseson commercially reasonable terms,or at all.Wellgistics Healths inability to obtain or renew these

310、licenses or find suitable alternatives could delay development of new products or prevent us fromselling Wellgistics Healths existing products until suitable substitute technology can be identified,licensed,integrated,or developed by us.Wellgistics Health cannot assure you as to whenWellgistics Heal

311、th would be able to do so,if at all.Most of Wellgistics Healths third-party licenses will be non-exclusive.Wellgistics Healths competitors may obtain the right to use any of the technology covered by these licenses and usethe technology to attempt to compete more effectively with us.In addition,Well

312、gistics Healths use of third-party technologies will expose us to risks associated with the integration of componentsfrom various sources into Wellgistics Healths products,such as unknown software errors or defects or unanticipated incompatibility with Wellgistics Healths systems and technologies,or

313、unintended infringement resulting from the combination of intellectual property rights.Further,Wellgistics Health will be dependent on Wellgistics Healths vendors support of the technologyWellgistics Health will use.If a vendor chooses to discontinue or is unable to support a licensed technology,Wel

314、lgistics Health may not be able to modify or adapt Wellgistics Healths products to fitother available technologies in a timely manner,which would lead us to experience operational difficulties,reputational harm,and increased costs that could materially and adversely affectWellgistics Healths busines

315、s operations and results of operations.19 Risks Relating to Wellgistics Healths Business Strategy Wellgistics Health may not be successful in executing elements of Wellgistics Healths business strategy,which may have a material adverse impact on Wellgistics Healths business and financialresults.Well

316、gistics Healths ability to successfully implement Wellgistics Healths comprehensive strategy of leveraging product warehousing/distribution while simultaneously facilitating the hubtechnology platform to transfer prescriptions to Wellgistics Healths network of independent partner pharmacies will be

317、crucial to Wellgistics Healths operations and financial condition.WellgisticsHealths wholesale operations will enable pharmaceutical companies to have a single entity for contracting which assists with minimizing product returns and eliminates chargebacks.Now that theWellgistics LLC Acquisition has

318、closed,Wellgistics Healths warehouses distribution capabilities assist manufacturers with preventing inventory loss in the form of having to sell short-datedproducts at a lower margin and or potentially destroy expired and unusable products.Wellgistics Healths portfolio of products along with Wellgi

319、stics Healths sales strategy will enable WellgisticsHealth to move niche specialty products that have a distinct place in the market and help maximize returns.The ability to provide pharmaceutical manufacturer and provider groups like ACOs with a hub technology platform with an accompanying robust n

320、etwork of independent pharmacies iscrucial to the success of Wellgistics Healths health eco-system strategy.Wellgistics Healths technology platform along with Wellgistics Healths mobile solutions will enable patients to accessdigital health resources for added visibility in their prescription journe

321、y,which leads to cost savings opportunities,convenience,and healthier outcomes.This is especially important forpharmaceutical manufacturers and provider group clients looking to improve health outcomes for the patient populations they serve.Wellgistics Health will provide both of these clients with

322、areliable pharmacy network,clinical services,and transparent reporting with a primary focus on boosting medication adherence.Wellgistics Healths platform will be able to identify high-risk patientsand provide actionable and meaningful outcomes geared towards patient engagement to boost medication ad

323、herence and preserve compliance to therapy.The ability to transfer these prescriptions tointegrated and non-integrated pharmacies will be key to receiving the data which can then be mined and presented to various stakeholders and clients to improve operational efficiency,customizemarketing,and share

324、 in cost savings.Additionally,Wellgistics Health will engage in strategic initiatives to,among other reasons,maximize long-term stockholder value,expand on Wellgistics Healths consumer-centricapproach,strengthen Wellgistics Healths partnerships with local healthcare providers and improve health outc

325、omes.These strategic initiatives do not guarantee improvements in future financialperformance.Wellgistics Health cannot provide any assurance that Wellgistics Health will be able to successfully execute these strategic initiatives,or that these initiatives will not result in additionalunanticipated

326、costs.The failure to realize the benefits of any strategic initiatives or successfully structure Wellgistics Healths business to meet market conditions could have a material adverse effecton Wellgistics Healths business,financial condition,cash flows,or results of operations.Wellgistics Healths grow

327、th strategy is partially dependent upon Wellgistics Healths ability to identify and successfully complete acquisitions,joint ventures and other strategic partnerships andalliances.A significant element of Wellgistics Healths growth strategy is to identify,pursue and successfully complete and integra

328、te acquisitions,joint ventures and other strategic partnerships andalliances that either expand or complement Wellgistics Healths existing operations.Acquisitions and other strategic transactions involve numerous risks,including difficulties in successfullyintegrating the operations and personnel,na

329、vigating the necessary regulatory approval requirements,distraction of management from overseeing,and disruption of,Wellgistics Healths existingoperations,difficulties in entering markets or lines of business in which Wellgistics Health has no or limited direct prior experience,the possible loss of

330、key employees and customers,and difficultiesin achieving the synergies Wellgistics Health anticipated.Any failure to select suitable opportunities at fair prices,conduct appropriate due diligence,acquire and successfully integrate the acquiredcompany,including particularly when acquired businesses o

331、perate in new geographic markets or areas of business,could materially and adversely impact Wellgistics Healths growth strategies,financial condition and results of operations.Apart from acquisitions in the healthcare space and emerging technologies such as artificial intelligence and blockchain tec

332、hnologies,Wellgistics Healths strategy is to engage in business-to-business relationships that can help us gain further market penetration and adoption,all of which are imperative given the highly saturated healthcare market.Partnerships with strategic clientssuch as pharmaceutical manufacturers and

333、 provider groups will help us source products at lower costs and drive prescriptions through Wellgistics Healths hub technology platform.Other strategicpartnerships range from PMS systems,ridesharing and shipping companies GPOs,and other clinical providers to provide robust and complementary services that are value adds for all stakeholders.20 Currently,the hub technology platform has partnered wi