{"url_path":"/sec/wgrx/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/2030763/0001493152-26-024413-index.html","accession_number":"0001493152-26-024413","cik":"0002030763","ticker":"WGRX","issuer_name":"Wellgistics Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2030763/0001493152-26-024413-index.html","primary_entity_key":"0002030763","primary_entity_name":"Wellgistics Health, Inc."},"word_count":507,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\n**Unregistered\nSales of Equity Securities**\n\n \n\nSet\nforth below is information regarding securities that we issued during the three months ended March 31, 2026, that were not registered\nunder the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration received by us for\nsuch securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration\nwas claimed.\n\n \n\nOn\nJanuary 13, 2026, the Company issued 1,224,489 shares of common stock to Hudson Global Ventures, LLC as consideration for consulting\nservices rendered to the Company.\n\n \n\nOn\nJanuary 16, 2026, in connection with the issuance of secured convertible promissory notes, the Company issued warrants to purchase an\naggregate of 1,097,640 shares of common stock to Dawson James Securities, Inc. and its designees, at an exercise price of $0.41 per share,\nexpiring January 20, 2031.\n\n \n\nOn\nFebruary 12, 2026, the Company issued 2,340,000 shares of common stock to Silverback Capital Corporation pursuant to a court-approved\nsettlement agreement under Section 3(a)(10) of the Securities Act.\n\n \n\nOn\nMarch 9, 2026, the Company issued 4,126,000 shares of common stock to Silverback Capital Corporation pursuant to the settlement agreement\ndescribed above.\n\n \n\nOn\nMarch 18, 2026, the Company issued an aggregate of 10,000,000 shares of common stock and 10,000,000 warrants to Suren Ajjarapu and Prashant\nPatel in settlement of accrued compensation obligations, exercisable at $0.01 per share and expiring March 18, 2031.\n\n \n\nOn\nMarch 23, 2026, the Company issued 400,000 shares of common stock to Silverback Capital Corporation as consideration for settlement and\nlegal fees incurred in connection with the settlement arrangement.\n\n \n\nThe\nforegoing issuances, other than the shares issued to Silverback Capital Corporation pursuant to the court-approved settlement agreement\nunder Section 3(a)(10) of the Securities Act, were not registered under the Securities Act in reliance on the exemption from registration\nprovided by Section 4(a)(2) of the Securities Act. The shares issued to Silverback Capital Corporation were issued in reliance on the\nexemption from registration provided by Section 3(a)(10) of the Securities Act based upon the fairness determination made by the Circuit\nCourt of the Twelfth Judicial Circuit in and for Desoto County, Florida. In each transaction, we did not engage in any general solicitation\nor advertising and we offered the securities to a limited number of persons with whom we had pre-existing relationships. We exercised\nreasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the Securities Act, including\nmaking reasonable inquiry prior to the issuances, making written disclosure regarding the restricted nature of the securities, and placing\na legend on the certificates representing the shares. The recipients of securities in each of these transactions acquired the securities\nfor investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved\nin the above transactions, other than Dawson James Securities, Inc. acting as placement agent in connection with the convertible note\noffering.\n\n \n\n**Repurchases**\n\n \n\nNone."}