Wellgistics Health Inc美股招股说明书(2025-05-07版)

WELLGISTICS HEALTH, INC. 3,578,254 Shares of Common Stock This prospectus relates to the resale from time to time of up to 3,578,254 shares of common stock, par value$0.0001(the “Common Stock”), of Wellgistics Health, Inc., a Delaware corporation (the “Company,” “we,” “our,”and “us”), by Hudson Global Ventures, LLC (the “Selling Stockholder”). The 3,578,254 shares of Common Stockregistered under the registration statement of which this prospectus forms a part (the “Registration Statement”)consists of (i) 3,426,254 shares of Common Stock (the “ELOC Shares”) issued to the Selling Stockholder as aresult of the Company directing the Selling Stockholder to purchase such shares from time to time pursuant to anEquity Purchase Agreement dated April 9, 2025 (the “ELOC Purchase Agreement”) and (ii) 152,000 shares ofCommon Stock (the “Commitment Shares”) issued to the Selling Stockholder as a commitment fee upon theexecution of the ELOC Purchase Agreement. See the section of this prospectus entitled “The ELOC PurchaseAgreement” for a description of the terms and conditions of the ELOC Purchase Agreement, including the ELOCShares and the Commitment Shares. The Selling Stockholder may sell the shares of Common Stock described in this prospectus in a number of differentways and at varying prices determined by the prevailing market price for the shares or in negotiated transactions. Weare not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares ofCommon Stock by the Selling Stockholder. However, we may receive up to $50,000,000 in aggregate grossproceeds under the ELOC Purchase Agreement. We provide more information about how the Selling Stockholdermay sell its shares of Common Stock in the section of this prospectus entitled “Plan of Distribution.” Each Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of1933, as amended (the “Securities Act”) with respect to the resale of their shares of common stock hereunder. We will pay the expenses incurred in registering the Common Stock described in this prospectus, including legaland accounting fees. To the extent the Selling Stockholder decide to sell their shares of Common Stock we will notcontrol or determine the price at which the shares are sold. Our Common Stock is traded on Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under thesymbol “WGRX”. The last reported sale price of our Common Stock on Nasdaq on May 6, 2025, was $4.54 pershare. 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 or supplements carefully before you make yourinvestment decision. We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federalsecurities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectusand may elect to do so in future filings. See the section of this prospectus entitled “Implications of Being anEmerging Growth Company” and “Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risks. See the section of this prospectus entitled “RiskFactors” beginning on page 7 of the prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus and in the documents incorporated by reference into thisprospectus, before you invest in any of our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or passed upon the adequacy or accuracy of this prospectus.Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is May 7, 2025 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5THE OFFERING6RISK FACTORS7USE OF PROCEEDS7SELLING STOCKHOLDER8THE ELOC PURCHASE AGREEMENT9PLAN OF DISTRIBUTION13DESCRIPTION OF CAPITAL STOCK14UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION16MANAGEMENT22DIRECTOR COMPENSATION24SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT25CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS26LEGAL MATTERS28EXPERTS29INFORMATION INCORPORATED BY REFERENCE29WHERE YOU CAN FIND MORE INFORMATION29INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1i ABOUT THIS PROSPECTUS Asused in this prospectus,unless the context otherwise requires,references to“Wellgistics Health,”the“Company,” “we,” “us,” “our” and similar terms refer to Wellgistics Health, Inc., a Delaware corporation, and itsconsolidated subsidiaries. References to shares of “Common Stock” refer to shares of our common stock, par value$0.0001 per share. This prospectus is part of a Registration Statement on Form S-1 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”) pursuant to which the Sell