Wellgistics Health Inc 2025年度报告

FORM 10-K (Mark One) For the fiscal year ended December 31, 2025 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) 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: 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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 $27.1 million. As of March 6, 2026, there were 105,854,108 and 104,871,987 shares of the Company’s common stock, par value $0.0001, issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS Page Cautionary Statement Regarding Forward-Looking Information3PART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments50Item 1C.Cybersecurity50Item 2.Properties50Item 3.Legal Proceedings50Item 4.Mine Safety Disclosures50PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities51Item 6.[Reserved]52Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosures About Market Risk66Item 8.Financial Statements and Supplemental Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67Item 9A.Controls and Procedures67Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections69PART IIIItem 10.Directors, Executive Officers and Corporate Governance69Item 11.Executive Compensation74Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82Item 13.Certain Relationships and Related Transactions, and Director Independence84Item 14.Principal Accountant Fees and Services87PART IVItem 15.Exhibits, Financial Statements and Schedules88Item 16.Form 10–K Summary89Signatures90 In this Annual Report on Form 10-K, all references to “Wellgistics Health, Inc.,” “we,” “us,” “