Wellgistics Health Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: _____________to______________ Commission File Number:001-42530 WELLGISTICS HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware93-3264234(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 3000 Bayport Drive,Suite 950Tampa,Florida33607(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(844)203-6092 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.0001 Par Value Per ShareWGRXTheNASDAQStock Market LLC(The NASDAQ Capital Market) Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last businessday of the registrant’s most recently completed second fiscal quarter was approximately $87,000. As of March 20, 2025, there were51,944,397shares of the Company’s common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PageCautionary Statement Regarding Forward-Looking Information3PART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments49Item 1C.Cybersecurity49Item 2.Properties49Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49PART II50Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities50Item 6.[Reserved]51Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplemental Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item 9A.Controls and Procedures61Item 9B.Other Information62Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections62PART III62Item 10.Directors, Executive Officers and Corporate Governance62Item 11.Executive Compensation65Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters74Item 13.Certain Relationships and Related Transactions, and Direct