UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-42530

Wellgistics Health, Inc.

(Exact Name of Registrant As Specified In Its Charter)

Delaware		93-3264234
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3000 Bayport Drive, Suite 950

Tampa, Florida

33607

(Address of Principal Executive Offices)

(ZIP Code)

(844) 203-6092

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

WGRX

The Nasdaq Stock Market LLC

(The NASDAQ Capital Market)

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

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

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

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

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

As of May 9, 2025, there were 71,860,505 shares of the Company’s common stock, par value $0.0001, issued and outstanding.

TABLE OF CONTENTS

			Page
Part I. Financial Information			3
	Item 1.	Financial Statements	3
		Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	3
		Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)	4
		Consolidated Statements of Stockholders’ (Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited)	5
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)	6
		Notes to Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
	Item 4.	Controls and Procedures	39

Part II. Other Information			40
	Item 1	Legal Proceedings	40
	Item 1A	Risk Factors	40
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	40
	Item 5	Other Information	41
	Item 6	Exhibits	42
Signatures			45

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

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

WELLGISTICS HEALTH, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,516,585		$	1,028,336
Accounts receivable, related party		775,027			271,298
Accounts receivable, net		2,053,732			2,453,517
Prepaid expenses		335,309			524
Inventories, net		9,733,079			9,518,608
Due from related parties		1,138,000			1,021,000
Deferred offering costs		-			875,385
Total current assets		16,551,732			15,168,668
Property, plant and equipment, net		348,373			388,180
Intangible assets under development		1,891,150			1,618,017
Operating lease, right-of-use-assets		1,405,252			1,528,128
Goodwill		16,219,929			16,219,929
Other intangible assets, net		19,982,945			20,746,009
Note receivable		139,771			139,771
Investments in unconsolidated entity		17,671			17,671
Other assets		1,421,269			1,421,269
Deposits		85,008			85,008
Total assets	$	58,063,100		$	57,332,650

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,210,937		$	6,308,754
Accounts payable, related party		-			25,500
Accounts payable		-			25,500
Accrued expenses and other liabilities		4,794,911			4,320,417
Due to related parties		4,974,770			4,944,770
Due to seller		10,000,000			10,000,000
Due to related parties		10,000,000			10,000,000
Current portion of debt obligations, net of debt discount		17,712,035			11,927,816
Operating lease liabilities- current portion		532,660			519,490
Total current liabilities		46,225,313			38,046,747
Notes payable		5,100,000			10,100,000
Note payable, related party		1,300,000			1,300,000
Note payable		1,300,000			1,300,000
Loan payable		-			55,085
Operating lease liabilities		959,019			1,096,372
Total liabilities	$	53,584,332		$	50,598,204

Commitments and contingencies (See Note 14)		-			-

Stockholders’ equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized, 71,708,505 and 51,055,508 shares issued and 61,460,014 and 51,055,508 shares outstanding as of March 31, 2025 and December 31, 2024, respectively		6,146			5,105
Additional paid-in capital		46,660,685			16,486,501
Accumulated deficit		(42,188,063	)		(9,757,160	)
Total stockholders’ equity		4,478,768			6,734,446
Total liabilities and stockholders’ equity	$	58,063,100		$	57,332,650

See the accompanying notes to the unaudited consolidated financial statements

WELLGISTICS HEALTH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended
	March 31,
	2025			2024

Net sales	$	10,863,443		$	-
Cost of sales		10,170,802			-
Gross profit		692,641			-

Operating expenses:
General and administrative		31,172,920			79,764
Sales and marketing		65,217
Depreciation and amortization		802,872			-
Total operating expenses		32,041,009			79,764

Loss from operations		(31,348,368	)		(79,764	)

Other income/(expense)
Interest expense, net		(1,094,490	)		(3,358	)
Other income		11,955			-
Total other income/(expense), net		(1,082,535	)		(3,358	)

Net loss before income taxes		(32,430,903	)		(83,122	)
Provision for income taxes		-			-
Net loss	$	(32,430,903	)	$	(83,122	)

Weighted average common shares outstanding - basic and diluted		51,916,787			44,720,000
Net loss per common share - basic and diluted	$	(0.62	)	$	(0.00	)

See the accompanying notes to the unaudited consolidated financial statements

WELLGISTICS HEALTH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

					Additional						Total
	Common Stock				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance at December 31, 2023		44,720,000	$	4,472	$	(3,972	)	$	(2,900,934	)	$	(2,900,434	)
Net loss		-		-		-			(83,122	)		(83,122	)
Balance at March 31, 2024		44,720,000	$	4,472	$	(3,972	)	$	(2,984,056	)	$	(2,983,556	)

Balance at December 31, 2024		51,055,508	$	5,105	$	16,486,501		$	(9,757,160	)	$	6,734,446
Balance		51,055,508	$	5,105	$	16,486,501		$	(9,757,160	)	$	6,734,446
Common stock issued pursuant to public offering		888,889		89		3,999,911			-			4,000,000
Common stock issued pursuant to consulting agreements		152,000		15		543,505			-			543,520
Vested restricted stock granted to consultants		986,123		99		2,875,461			-			2,875,560
Vested restricted stock granted to directors		8,362,494		836		24,277,922			-			24,278,758
Vested restricted stock granted to employees		15,000		2		75,582			-			75,583
Offering costs		-		-		(1,598,196	)		-			(1,598,196	)
Net loss		-		-		-			(32,430,903	)		(32,430,903	)
Balance at March 31, 2025		61,460,014	$	6,146	$	46,660,685		$	(42,188,063	)	$	4,478,768
Balance		61,460,014	$	6,146	$	46,660,685		$	(42,188,063	)	$	4,478,768

See the accompanying notes to the unaudited consolidated financial statements

WELLGISTICS HEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	Three Months Ended
	March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(32,430,903	)	$	(83,122	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt

SEC Form 10-Q filed by Wellgistics Health Inc.