Wellgistics Health Inc美股招股说明书(2025-03-06版)

Wellgistics Health, Inc. 888,889 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 21, 2025 (the “Prospectus”), related to the initial public offeringby Wellgistics Health, Inc. (f/k/a Danam Health, Inc.) (the “Company”) of 888,889 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with the informationcontained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on March 6, 2025 (the “Information”). Accordingly, we have attached the Information to thisprospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, theProspectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our shares of Common Stock are listed on The Nasdaq Stock Market LLC (Nasdaq Capital Market) under the symbol “WGRX”. On March 5, 2025, the closing sale price per share of theCommon Stock was $2.90. Investing in the Company’s Common Stock involves risks. Before buying any shares of Common Stock, you should review carefully the risks and uncertainties described under theheading “Risk Factors” beginning on page 10 of the Prospectus and in the documents incorporated by reference into the Prospectus. Neither the SEC nor any state securities commission hasapproved or disapproved of the securities to be issued under the Prospectus or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation tothe contrary is a criminal offense. The date of this prospectus is March 6, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):February 28, 2025 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below): ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities ExchangeAct of 1934 (§240.12b-2 of this chapter). 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 to Section 13(a) of the Exchange Act.☐ Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 5.02 below is incorporated herein by reference into this Item 1.01. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 28, 2025, the Board of Directors of Wellgistics Health, Inc. (the “Company”) promoted Brian Norton to serve as the Company’s Chief Executive Officer effective as of February28, 2025 (the “Effective Date”). Mr. Norton (age 45), has served the Chief Executive Officer of Wellgistics LLC, a wholly-owned subsidiary and the wholesale distribution arm of the Company’shealthcare ecosystem, and the Company’s Chief Commercial Officer and President of Distribution since November 2024. Mr. Norton has a well-established track record in the healthcare sector and hasoverseen the growth of Wellgistics LLC into a fully FDA and NABP accredited company in all 50 states. Mr. Norton will succeed Timothy Canning, who served as the Company’s Chief Executive Officer since January 18, 2024, and who is resigning from his position, effective as of the EffectiveDate. Mr. Canning’s decision to resign is not the result of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the Company’s operations,policies or practices. In connection with his appointment as Chief Executive Officer, effective as of the Effective Date, the Company and Mr. Norton entered into an employment agreement (the “NortonEmployment Agreement”) that provides for an a