Wellgistics Health Announces Public Offering Of Common Stock, Warrants, And Pre-Funded Warrants; Size Or Amount Not Disclosed

Wellgistics Health, Inc.

Up to               Shares of Common Stock

Warrants to Purchase up to                 Shares of Common Stock

Pre-Funded Warrants to Purchase up to                  Shares of Common Stock

Placement Agent Warrants to Purchase up to              Shares of Common Stock

Up to             Shares of Common Stock Underlying the Warrants, Pre-Funded Warrants and Placement Agent Warrants

Wellgistics Health, Inc. (the "Company," "we," "our," and "us") are offering up to shares of our Common Stock, par value $0.0001 per share (the "Common Stock"), together with accompanying warrants (the "Warrants") to purchase up to            shares of Common Stock. The assumed combined public offering price for each share of Common Stock, together with one Warrant to purchase one share of Common Stock, is $         , which is equal to the last reported sale price of our common stock on the Nasdaq Capital Market on          , 2025. The shares of Common Stock and Warrants will be separately issued. Each Warrant will have an exercise price of $         per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the "Warrant Stockholder Approval"), provided, however, if the Pricing Conditions (as defined below) are met, the Warrants will be exercisable upon issuance (the "Initial Exercise Date") and will expire on the five-year anniversary of the Initial Exercise Date. As used herein "Pricing Conditions" mean that the combined offering price per share and accompanying Warrant is such that the Warrant Stockholder Approval is not required under the rules of The Nasdaq Stock Market LLC ("Nasdaq") because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable "Minimum Price" per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of common stock underlying the Warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the Warrants) meet the pricing requirements under Nasdaq's rules.

We are also offering up to            pre-funded warrants (the "Pre-Funded Warrants"), together with accompanying Warrants to purchase up to             shares of Common Stock, to those purchasers whose purchase of shares of Common Stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock following the consummation of this offering in lieu of the shares of Common Stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants will be exercisable upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants and accompanying Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. The assumed combined public offering price for each such Pre-Funded Warrant and accompanying Warrant is $           , which is equal to the last reported sale price of our Common Stock on Nasdaq on           , 2025, minus $0.0001. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants, Pre-Funded Warrants and Placement Agent Warrants (as defined herein). For each Pre-Funded Warrant sold, the number of shares of Common Stock sold will be reduced on a 1-for-1 basis.

 

The actual public offering price per share of Common Stock will be determined between us, the Placement Agent (as defined below), and the investors in the offering at the time of pricing, and may be at a discount to the current market price of our Common Stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

Our Common Stock is traded on the Nasdaq Capital Market under the symbol "WGRX". The last reported sale price of our Common Stock on Nasdaq on August 27, 2025, was $1.73 per share. There is no established public trading market for the Warrants or the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants or the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants and the Pre-Funded Warrants will be limited.