MEDS 10-Q
DataMeds AI, Inc. (MEDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
Or
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission
file number:
(Exact Name of Registrant As Specified In Its Charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of Principal Executive Offices) | (ZIP Code) |
(Registrant’s telephone number, including area code)
| Wellgistics Health, Inc. |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities to be registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The
(The NASDAQ Capital Market) |
Indicate
by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If
an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 17, 2026, there were 3,072,633 shares of the Company’s common stock, par value $, issued and shares outstanding.
TABLE OF CONTENTS
In this Quarterly Report on Form 10-Q (this “Quarterly Report”), all references to “DataMeds AI, Inc.,” “DataMeds AI,” “we,” “us,” “our” or the “Company” mean DataMeds AI, Inc. (formerly known as Wellgistics Health, Inc.) and its wholly-owned subsidiaries, except where it is made clear that the term means only DataMeds AI, Inc. The Company changed its name from Wellgistics Health, Inc. to DataMeds AI, Inc. effective July 22, 2026, as described in Note 15 — Subsequent Events. The Company’s common stock, par value $0.0001 per share, is referred to as “common stock.”
| 2 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
DATAMEDS AI, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Due from related party | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Capitalized software | ||||||||
| Operating lease, right-of-use-assets | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
| Deposits | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable, related party | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Due to related parties | ||||||||
| Convertible notes payable, net of debt discount | ||||||||
| Current portion of debt obligations, net of debt discount | ||||||||
| Operating lease liabilities- current portion | ||||||||
| Total current liabilities | ||||||||
| Notes payable | ||||||||
| Operating lease liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 14) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and and shares outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 3 |
DATAMEDS AI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Cost of net revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expense): | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on extinguishment of vendor obligation | ( | ) | ( | ) | ||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Loss on contract termination fee | ( | ) | ( | ) | ||||||||||||
| Settlement fees | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 4 |
DATAMEDS AI, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock issued pursuant to public offering | ||||||||||||||||||||
| Common stock issued pursuant to consulting agreements | ||||||||||||||||||||
| Vested restricted stock granted to consultants | ||||||||||||||||||||
| Vested restricted stock granted to directors | ||||||||||||||||||||
| Vested restricted stock granted to employees | ||||||||||||||||||||
| Offering costs | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock issued pursuant to equity purchase agreement | ||||||||||||||||||||
| Issuance of commitment shares under equity purchase agreement | ||||||||||||||||||||
| Common stock issued in partial settlement of seller’s note | ||||||||||||||||||||
| Vested restricted stock granted to employees | ||||||||||||||||||||
| Offering costs | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock and warrants issued in settlement of accrued compensation | ||||||||||||||||||||
| Common stock issued in settlement of vendor obligation | ||||||||||||||||||||
| Common stock issued as settlement and legal fees | ||||||||||||||||||||
| Common stock issued pursuant to consulting agreement | ||||||||||||||||||||
| Issuance of placement agent warrants in connection with convertible notes | - | |||||||||||||||||||
| Vested restricted stock granted to employees | ||||||||||||||||||||
| Vested restricted stock granted to consultants | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issued in pursuant to exercise of warrants | ||||||||||||||||||||
| Common stock issued pursuant to consulting agreement | ||||||||||||||||||||
| Common stock issued in settlement of vendor obligation | ||||||||||||||||||||
| Common stock issued pursuant to contract termination fees | ||||||||||||||||||||
| Vested restricted stock granted to employees | ||||||||||||||||||||
| Issuance of placement agent warrants in connection with convertible notes | - | |||||||||||||||||||
| Issuance of PIPE warrants in connection with convertible notes | - | |||||||||||||||||||
| Equity issuance costs | ( | ) | ( | ) | ||||||||||||||||
| Effect of reverse stock split | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 5 |
DATAMEDS AI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Allowances for credit losses | ||||||||
| Loss on extinguishment on vendor obligation | ||||||||
| Loss on extinguishment of debt | ||||||||
| Loss on contract termination fee | ||||||||
| Amortization of debt discount | ||||||||
| Stock-based compensation | ||||||||
| Reserve for inventory obsolescence | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Inventories, net | ||||||||
| Prepaid and other current assets | ( | ) | ( | ) | ||||
| Other assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Operating lease liabilities, net | ( | ) | ( | ) | ||||
| Due from / to related parties, net | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investments in capitalized software | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from promissory note | ||||||||
| Repayment of promissory note | ( | ) | ||||||
| Repayment of seller promissory note | ( | ) | ||||||
| Proceeds from term loan | ||||||||
| Proceeds from revolving line of credit | ||||||||
| Repayment of revolving line of credit | ( | ) | ( | ) | ||||
| Proceeds from convertible notes | ||||||||
| Proceeds from merchant cash advance | ||||||||
| Repayment of merchant cash advance | ( | ) | ||||||
| Repayment of term loan | ( | ) | ||||||
| Proceeds from common stock issued pursuant to equity purchase agreement | ||||||||
| Proceeds from common stock issued pursuant to public offering | ||||||||
| Equity issuance costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of common stock and warrants in settlement of accrued compensation | $ | $ | ||||||
| Issuance of common stock in settlement of vendor and debt obligation | $ | $ | ||||||
| Fair value of PIPE and placement agent warrants | $ | $ | ||||||
| Convertible notes issued in lieu of cash for placement agent fee | $ | $ | ||||||
| Subscription receivable | $ | $ | ||||||
| Issuance of commitment shares under equity purchase agreement | $ | $ | ||||||
| Common stock issued in partial settlement of seller’s note | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| 6 |
DATAMEDS AI, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DataMeds AI, Inc. (formerly known as Wellgistics Health, Inc.) (the “Company,” “we,” “us,” or “our”) is a Delaware corporation headquartered in Tampa, Florida. The Company was initially organized as Ayan Sponsors LLC on September 6, 2022, and subsequently incorporated as Danam Health, Inc. on November 15, 2022. On October 4, 2024, the Company changed its corporate name to Wellgistics Health, Inc. by filing a duly authorized Certificate of Amendment to its Certificate of Incorporation. On July 20, 2026, the Company filed a further Certificate of Amendment to its Amended and Restated Certificate of Incorporation to change its corporate name to DataMeds AI, Inc., effective July 22, 2026. See Note 15 — Subsequent Events for additional information.
The Company operates as a holding company with Wood Sage LLC (“Wood Sage”) as a directly held intermediate holding company subsidiary, Wellgistics Tech & Hub, LLC and Wellgistics Pharmacy, LLC as indirect operating subsidiaries, and Wellgistics, LLC as a direct operating subsidiary.
In June 2024, the Company closed on the acquisition of Wood Sage (the “Wood Sage Acquisition”), acquiring two operating subsidiaries: Wellgistics Tech & Hub, LLC (f/k/a Alliance Pharma Solutions LLC d/b/a DelivMeds), a pharmaceutical technology hub, and Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC), a retail community specialty pharmacy. On August 30, 2024, the Company closed on the acquisition of Wellgistics, LLC (the “Wellgistics Acquisition”), a wholesale pharmaceutical distributor serving a network of independent pharmacies.
Healthstar Technologies, LLC
On April 13, 2026, the Company entered into a Collaboration Agreement with Kare Rx Hub, LLC (“Kare Hub”) and Kare Pharmtech, LLC (“Kare Pharmtech”), providing for the formation of Healthstar Technologies, LLC (“Healthstar”), a limited liability company in which the Company holds a 51% membership interest and Kare Hub holds a 49% membership interest. Healthstar was formed under the laws of the State of Florida on June 18, 2026, with the Company’s President serving as its sole authorized manager.
The Company evaluated its interest in Healthstar under ASC 810, Consolidation, and concluded that the Company holds a controlling financial interest in Healthstar through its 51% membership interest and sole management authority. Accordingly, Healthstar is consolidated in the Company’s condensed consolidated financial statements.
As of June 30, 2026, Healthstar had not commenced operations, and Kare Hub had not transferred any assets to Healthstar pursuant to the Collaboration Agreement. Accordingly, Healthstar had no assets, liabilities, revenues, or expenses as of and for the three and six months ended June 30, 2026, and its formation and consolidation had no material impact on the Company’s condensed consolidated financial statements. There were no material transactions between the Company and Healthstar during the period from Healthstar’s formation on June 18, 2026 through June 30, 2026.
Summary of Significant Accounting Policies
A description of the Company’s significant accounting policies and other financial information is included in the Company’s audited consolidated financial statements filed on March 20, 2026, with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). These policies have been applied consistently in these unaudited condensed consolidated interim financial statements.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of June 30, 2026 and for the three and six months then ended.
The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2025 included in the Form 10-K filed with the SEC on March 20, 2026.
| 7 |
Basis of Presentation and Principles of Consolidation
The Company’s fiscal year ends on December 31.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) in all material respects and have been consistently applied in preparing the accompanying unaudited condensed consolidated financial statements.
The condensed consolidated financial statements include the consolidated financial statements of Wood Sage since the acquisition on June 16, 2024 and financial statements of Wellgistics, LLC since the acquisition on August 30, 2024. All inter-company balances and transactions are eliminated on consolidation.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Descriptions of significant accounting policies are included in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from those estimates.
Comprehensive Loss
Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the three and six months ended June 30, 2026 and 2025, there was no difference between net loss and comprehensive loss.
Segment Reporting
In accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The
CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions
about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
The key measures of segment profit or loss reviewed by our CODM are consolidated gross margin, operating income, and net income. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs monitor compliance with the Company’s contractual obligations and budgeted spending.
See Note 13 for further details.
Concentration of Credit Risks, Major Customers and Vendors
Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits.
| 8 |
For
the three and six months ended June 30, 2026, no single customer accounted for more than
As
of June 30, 2026, two customers accounted for approximately
The Company’s revenues and accounts receivable are subject to concentration risk due to its reliance on a limited number of significant customers. The loss of any one of these customers, or a material reduction in their purchase volumes, could have a material adverse effect on the Company’s business, financial condition, and results of operations. Management continues to actively pursue opportunities to broaden and diversify the Company’s customer base in order to reduce its exposure to this concentration risk.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The hierarchy is presented down into three levels based on the reliability of the inputs.
| Level 1 | Quoted prices are available in active markets for identical assets or liabilities. | |
| Level 2 | Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3 | Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. |
The carrying amounts of cash, accounts receivable, deposits, accounts payable, accrued liabilities, notes payable and short-term debt approximate their fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the net invoiced amount, net of allowance for credit losses, and do not bear interest. Expected credit losses include losses expected based on known credit issues with specific customers as well as a general expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectability. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for credit losses. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may be in excess of the Company’s estimated allowance.
The Company uses a loss rate method to estimate its allowance for credit losses. The determination of the current expected credit loss rate begins with our review of historical loss experience as a percentage of accounts receivable. To determine the current allowance for credit losses, we combine the historical and expected credit loss rates and apply them to our period end accounts receivable.
| 9 |
The
Company provides for a
Inventories, Net
Inventories are stated at the lower of cost and net realizable value. Cost is determined on a first in first out (“FIFO”) basis. Cost of inventory is determined as the sum of the applicable expenditures and charges directly or indirectly incurred in bringing an article to its existing condition and location. On a quarterly basis, we evaluate inventory for net realizable value using estimates based on historical experience, current or projected pricing trends, specific categories of inventory, age and expiration dates of on-hand inventory and manufacturer return policies. If actual conditions are less favorable than our assumptions, additional inventory write-downs may be required, and no reserve is maintained as obsolete or expired inventories are written off and are presented in cost of net revenues in the accompanying consolidated statements of operations and comprehensive loss. We believe that the inventory valuation provides a reasonable approximation of the current value of inventory.
Capitalized Software
The Company complies with the guidance of ASC 350-40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for our internally developed system projects that it utilizes to provide our services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for our intended use. Costs for upgrades and enhancements are capitalized, whereas costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for our intended use.
As
of June 30, 2026 and December 31, 2025, the Company capitalized $
The platform has not yet been placed in service and accordingly, amortization has not commenced.
Property, Plant and Equipment, Net
Property, plant and equipment, net (“PP&E”) is stated at cost less accumulated depreciation and amortization and any accumulated impairment losses. Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful lives. The estimated useful lives of PP&E are as follows:
Equipment
–
Furniture
and Fixtures –
Software
–
Leasehold improvements –
Major renewals and improvements are capitalized. Replacements, maintenance, and repairs, which do not significantly improve or extend the useful life of the assets, are expensed when incurred.
Upon the sale or retirement of assets, costs and the related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in the results of operations.
| 10 |
The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by determining whether there were any triggering events that could impact the Company’s assets. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable the Company performs a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group. Should an impairment exist, the impairment loss is measured based on the excess carrying value of the asset over the asset’s fair value generally determined by estimates of future discounted cash flows.
The
Company has
Goodwill
Goodwill represents the excess of the cost over the fair market value of net assets acquired in business combinations. In accordance with Intangibles – Goodwill and Other (Topic 350), goodwill is not amortized but is tested for impairment at least annually, or more frequently if indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. As the Company operates as a single operating and reportable segment, as described in Note 13, and no components below the segment level are separately reviewed by segment management, the Company has determined that it has a single reporting unit, coextensive with the Company as a whole, and all goodwill is tested for impairment on a consolidated basis.
The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments, and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.
Alternatively, the Company may proceed directly to the quantitative test. Under the quantitative test, the estimated fair value of each reporting unit is compared to its carrying value, including goodwill. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, an impairment charge equal to the excess is recognized, up to the maximum amount of goodwill allocated to that reporting unit.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.
The Company evaluates its intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In accordance with ASC 350, “Intangibles—Goodwill and Other,” intangible assets with finite lives, such as trademarks and customer relationships, are amortized over their estimated useful lives. The Company compares the carrying value of the intangible asset to its fair value, which is determined based on projected future cash flows. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized, and the asset is written down to its fair value.
As described in Note 6, the Company’s distribution business experienced a significant decline in revenue during the six months ended June 30, 2026. Management evaluated this decline and believes the Company has sufficient plans in place, including the financing transactions and strategic initiatives described in Note 2, to address its underlying causes. Based on this evaluation, no impairment of long-lived assets was identified during the three and six months ended June 30, 2026 or 2025.
| 11 |
Leases
The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
In calculating the right of use asset and lease liability, the Company has elected not to combine lease and non-lease components. The non-lease components are accounted for separately and recognized as expenses when incurred. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.
Revenue Recognition
The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”).
To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or services promised within each contract and determined those that were performance obligations, and assessed whether each promised good or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Company’s website. Customers generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have been given terms extending out to 45 days.
Distribution
Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. The Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected from customers for goods not yet delivered is recorded as a contract liability.
| 12 |
Pharmacy
The Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize revenue.
Step One: Identify the contract with the customer — The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription.
Step Two: Identify the performance obligations in the contract — Each prescription is distinct to the Customer.
Step Three: Determine the transaction price — The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies).
Step Four: Allocate the transaction price — The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “stand-alone selling price”.
Step Five: Recognize revenue when or as the entity satisfies a performance obligation — Revenue is recognized upon the delivery of the prescription.
Disaggregation of Revenue
The following is a summary of the disaggregation of revenue for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Product revenue - distribution services | $ | $ | $ | $ | ||||||||||||
| Pharmacy retail sales | ||||||||||||||||
| Third party logistics services | ||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
All revenue for the three and six months ended June 30, 2026, and 2025, were within the United States.
Contract Assets and Liabilities
Contract assets would include costs and services incurred on contracts with open performance obligations. These amounts would be included in contract assets on the consolidated balance sheets. Contract liabilities include payment received for incomplete performance obligations and are included in Unearned revenue on the unaudited condensed consolidated balance sheets
At
June 30, 2026, and December 31, 2025, the Company had contract liabilities of $
| 13 |
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved.
The Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s costs are classified. See Note 9 for further details.
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share reflects the weighted-average number of common shares outstanding adjusted for the effect of potentially dilutive securities. For periods in which a net loss is reported, all potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. Accordingly, basic and diluted net loss per share are the same for the six months ended June 30, 2026 and 2025.
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unvested restricted common stock | ||||||||
| Unissued director share awards | ||||||||
| Warrants | ||||||||
| Convertible notes | ||||||||
| Total potentially dilutive shares | ||||||||
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion or all of a deferred tax asset will not be realized. As of June 30, 2026, the Company has recorded a full valuation allowance against its net deferred tax assets, as management has concluded that it is more likely than not that such assets will not be realized.
For interim periods, the Company determines its income tax provision by applying an estimated annual effective tax rate to year-to-date pre-tax income (loss), with the effect of discrete items recognized in the period in which they occur. As a result of the full valuation allowance recorded against its net deferred tax assets, the Company did not record a provision for income taxes for the three and six months ended June 30, 2026 and 2025. The Company recognizes the effect of a tax position only if it is more likely than not to be sustained upon examination by the relevant taxing authority, based on the technical merits of the position, and measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
Recent Accounting Pronouncements
ASU 2025-05 — Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets when estimating expected credit losses. The Company does not expect ASU 2025-05 to have a material impact on its consolidated financial statements.
| 14 |
ASU 2024-03 — Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires public business entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in expense line items presented on the face of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its condensed consolidated financial statements and related disclosures.
ASU 2025-06 — Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU requires entities to begin capitalizing software development costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform its intended function (the “probable-to-complete recognition threshold”). The amendments are effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments using a prospective, modified retrospective, or retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-06 and will assess the impact upon adoption.
ASU 2025-11 — Interim Reporting: Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU requires entities to disclose events occurring since the end of the last annual reporting period that have a material impact on the entity. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. The Company expects ASU 2025-11 to impact its disclosures only and does not expect it to affect its results of operations, financial condition, or cash flows.
Note 2. LIQUIDITY AND GOING CONCERN
For
the three and six months ended June 30, 2026, the Company had a net loss of $
On December 10, 2025, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $ per share. On June 9, 2026, Nasdaq notified the Company that it had regained compliance with this requirement following the reverse stock split described below, and the matter was closed.
On April 13, 2026, the Company received a further notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million. The Company was afforded 45 calendar days from the date of the notice, or until May 28, 2026, to submit a plan to regain compliance. The Company timely submitted such a plan. On June 9, 2026, Nasdaq granted the Company an extension until October 12, 2026 to evidence compliance with the stockholders’ equity requirement, either by furnishing a public report following completion of a transaction or event that satisfies the requirement, or by furnishing a public report including a pro forma balance sheet evidencing compliance. If the Company does not evidence compliance by the time it files its Annual Report on Form 10-K for the year ending December 31, 2026, the Company’s common stock may be subject to delisting from the Nasdaq Capital Market.
Management Plans
Management is actively pursuing multiple initiatives to address the Company’s liquidity position and going concern uncertainty:
On
January 20, 2026, the Company issued secured convertible promissory notes to a group of investors in an aggregate principal amount of
$
On
April 1, 2026, the Company issued an additional convertible promissory note in the principal amount of $
On
May 20, 2026, the Company filed a Certificate of Amendment to effect a
| 15 |
On
May 20, 2026, the Company entered into a Letter of Intent (the “Term Sheet”) with EOS Technology Holdings, Inc., Scilex Holding
Company, Datavault AI, Inc., HealthBridge Advisors, LLC, and Fortitude Advisors, LLC with respect to a proposed transaction, as further
described in Note 10. In connection with the proposed transaction, the Term Sheet contemplates a concurrent minimum investment of $
On
May 27, 2026, the Company entered into a new Note Purchase Agreement with substantially the same group of investors that held the notes
issued in January and April 2026, together with certain additional investors. Pursuant to this agreement, the previously outstanding
notes were extinguished and replaced with new convertible promissory notes in an aggregate principal amount comprised of $
Wellgistics, LLC Distribution Business
Product revenue from distribution services declined significantly during the six months ended June 30, 2026 as compared to the corresponding period in 2025, primarily due to liquidity constraints that limited the Company’s ability to procure and fulfill product orders, as described under “Results of Operations” in Item 2 of this Quarterly Report. Management has evaluated this decline and believes the Company has sufficient plans in place, including the financing transactions and strategic initiatives described above, to address its underlying causes. Based on this evaluation, management concluded that the carrying value of the goodwill and other intangible assets attributable to the distribution business was not impaired as of June 30, 2026.
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. In accordance with FASB ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has concluded that the conditions described above raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued.
Note 3. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Billed – Third party | $ | $ | ||||||
| Total Accounts receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
Note 4. INVENTORIES, NET
Inventory consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| First Defense Nasal Screen Corp (“FDNS”) | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventory, at cost | ||||||||
| Less: reserve for obsolescence | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
The
FDNS inventory consists of products purchased by Wellgistics, LLC from First Defense Nasal Screen Corp (“FDNS”). Following
a legal dispute with the supplier, the Company was awarded $
The
FDNS inventory has experienced minimal sales activity and management has determined there is no active market for the product. Based
on this assessment, the carrying value was deemed not recoverable, and a reserve for obsolescence of $
During
the three and six months ended June 30, 2026, the Company recorded a reserve for obsolescence of $
| 16 |
Note 5. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Leasehold Improvements | $ | $ | ||||||
| Equipment | ||||||||
| Furniture & Fixtures | ||||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation
expense was $
Note 6. INTANGIBLE ASSETS
Intangible assets consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Software development costs - Delivmeds | $ | $ | ||||||
| Accumulated impairment | ( | ) | ( | ) | ||||
| Capitalized software | $ | $ | ||||||
| Customer relationships - Woodsage acquisition | ||||||||
| Customer relationships - Wellgistics acquisition | ||||||||
| Trademark - Wellgistics acquisition | ||||||||
| License rights | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Accumulated impairment | ( | ) | ( | ) | ||||
| Other intangible assets, net | $ | $ | ||||||
Capitalized Software
Software
development costs relate to the Wellgistics Tech & Hub, LLC platform. As of June 30, 2026 and December 31, 2025, the Company had
gross capitalized software development costs of $
Customer Relationships and Trademark
Intangible
assets of $
Intangible
assets of $
Amortization
expense related to Wellgistics customer relationships was $
Amortization
expense related to the Wellgistics trademark was $
Total
amortization expense related to other intangible assets was $
The following table represents the future amortization of intangible assets:
| June 30, | ||||
| 2026 (remaining 6 months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| 17 |
Note 7. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued personnel costs | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued expenses | ||||||||
| Credit card obligation | ||||||||
| Unearned revenue | ||||||||
| Accrued interest | ||||||||
| $ | $ | |||||||
Note 8. DEBT
Outstanding debt consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Merchant cash advance | $ | $ | ||||||
| Loan payable | ||||||||
| Note payable - owners of Wellgistics | ||||||||
| Note payable - third party, net of debt discount | ||||||||
| Revolving line of credit | ||||||||
| Convertible notes | ||||||||
| Current portion of debt obligations | ||||||||
| Third party investor | $ | $ | ||||||
| Note payable - owners of Wellgistics | ||||||||
| Long-term debt | ||||||||
| Total debt | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, unamortized debt discount was $
Merchant Cash Advance
On
October 20, 2025, the Company entered into a merchant cash advance agreement with Cedar Advance LLC (the “October 2025 MCA”).
Under the October 2025 MCA, the stated purchase price was $
The Company accounts for the merchant cash advance as a debt obligation. The difference between the total repayment obligation and the net proceeds received has been recorded as a debt discount and is amortized to interest expense over the term of the arrangement using the effective interest method.
The Company and Cedar Advance LLC are currently
in mutual discussions to amend the weekly repayment amount under the October 2025 MCA. During the three months ended June 30, 2026, the
Company made reduced weekly payments of $
For
the three and six months ended June 30, 2026, the Company made total repayments of $
As
of June 30, 2026, the gross contractual repayment obligation under the merchant cash advance was $
| 18 |
Loan Payable
On
October 29, 2025, the Company entered into a financing arrangement with Agile Capital Funding LLC (“Agile”) pursuant to which
it received net proceeds of $
During
the three months ended March 31, 2026, the Company made a scheduled weekly payment of $
The
Company recognized interest expense related to the Agile arrangement of $
As
of June 30, 2026, there were no amounts outstanding under the Agile arrangement. As of December 31, 2025, the net carrying amount of
the Agile obligation was $
Note payable – sellers of Wellgistics, LLC
On
July 24, 2025, the Company and the owners of Wellgistics LLC executed the Eighth Amendment to the Membership Interest Purchase Agreement
(“MIPA”), pursuant to which the principal amount of the seller promissory note was increased from $
For
the three months ended June 30, 2026 and 2025, the Company recognized interest expense of $
As
of June 30, 2026 and December 31, 2025, accrued interest on the note totaled $
Note Payable – Third party
On
January 2, 2025, the Company entered into an unsecured promissory note agreement with Arvoda Consulting LLC for a principal amount of
$
| 19 |
On
February 2, 2025, the Company entered into two separate unsecured promissory note agreement, each for a principal amount of $
On
April 8, 2025, the Company issued a promissory note to Strategic EP, LLC in the principal amount of $
In
September 2023, the Company entered into a promissory note agreement with a third party investor for a principal amount of $
Revolving line of credit – Wellgistics
In
November 2024, Wellgistics, LLC (“Wellgistics”), a wholly owned subsidiary of the Company, entered into a credit agreement
with Marco Capital, Inc. (“MCI”) for a revolving line of credit with a maximum borrowing capacity of $
On
May 1, 2026, Wellgistics entered into an Acknowledgment of Indebtedness, Forbearance and Repayment Agreement (the “Forbearance
Agreement”) with MCI, pursuant to which Wellgistics acknowledged approximately $
For
the three months ended June 30, 2026 and 2025, the Company recognized interest expense of $
On
May 29, 2026, the Company repaid the outstanding balance under the line of credit in full, for a total payment of $
| 20 |
Convertible notes payable
On
January 16, 2026, the Company entered into a Note Purchase Agreement with certain investors pursuant to which the Company issued and
sold secured convertible promissory notes (the “Notes”) in an aggregate principal amount of $
In
connection with the January 2026 Original Note, the Company paid placement agent fees of $
May 27, 2026 Refinancing
On
May 27, 2026, the Company entered into a new Note Purchase Agreement with substantially the same group of investors that held the Original
Notes, together with certain additional investors (the “New Notes”). Pursuant to this agreement, the Original Notes, with
an aggregate face amount of $
In
connection with the extinguishment, the Company calculated the reacquisition price of the Original Notes as the sum of the fair value
of the New Notes issued in respect of the rollover $ and the fair value of warrants issued to the holders of the Original Notes
in connection with the refinancing $
The
New Notes mature on
In
connection with the May 27, 2026 financing, the Company issued warrants to purchase an aggregate of
The Company accounts for the resulting discount and debt issuance costs as a reduction of the carrying amount of the New Notes, which is accreted to interest expense over the term of the New Notes using the effective interest method in accordance with ASC 835-30.
For
the three months ended June 30, 2026, the Company recognized interest expense related to the Original Notes and New Notes of $
As
of June 30, 2026, the gross principal amount of the New Notes was $
The following table is a summary of annual principal payments of the Company’s outstanding debt:
| June 30, | ||||
| 2026 (Six months ending December 31, 2026) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Less : Unamortized debt discount | ( | ) | ||
| $ | ||||
| 21 |
Note 9. STOCKHOLDERS’ EQUITY
Reverse Stock Split
On
May 26, 2026, the Company effected a
2026 Transactions
Consulting Agreement
On
January 13, 2026, the Company issued shares of its common stock to Hudson Global Ventures, LLC as consideration for consulting
services rendered to the Company. The fair value of the shares, determined based on the closing market price of $ per share on the
date of issuance, was $
On
March 4, 2026, the Company entered into a Marketing Services Agreement with Outside The Box Capital Inc. (“OTB”), pursuant
to which OTB agreed to provide marketing and distribution services to the Company for an initial term from March 5, 2026 through September
5, 2026. On May 20, 2026, the Company issued shares of common stock to OTB in satisfaction of this obligation. The fair value
of the shares, based on the closing market price of $ per share on the date of issuance, was $
Settlement Agreement
On January 28, 2026, the Company entered into a Settlement Agreement and Stipulation with Silverback Capital Corporation (“Silverback”), which was approved by the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida on February 4, 2026, pursuant to Section 3(a)(10) of the Securities Act of 1933. Under the terms of the settlement, the Company agreed to issue shares of its common stock to Silverback, the proceeds from the resale of which were applied to satisfy certain outstanding obligations of the Company, including vendor payables and notes payable.
Pursuant
to the settlement, the Company issued shares to Silverback in three tranches. On February 12, 2026, the Company issued shares
at an agreed settlement price of $ per share, for a total settlement value of . The fair value of the shares on the date
of issuance, based on the closing market price of $ per share, was $. On March 9, 2026, the Company issued an additional
shares at an agreed settlement price of $
On
March 23, 2026, the Company issued an aggregate of shares of its common stock to Silverback in two components — shares
as consideration for settlement fees and shares as consideration for legal fees incurred in connection with the settlement arrangement.
The fair value of the shares was determined based on the closing market price of $per share on the date of issuance, resulting in
settlement fees of $
On
April 3, 2026, the Company delivered a termination letter to Silverback purporting to terminate the Settlement Agreement. In connection
with the purported termination, the Company issued an aggregate of shares of common stock to Silverback during the three months
ended June 30, 2026 — shares on April 8, 2026 and shares on April 10, 2026 — with an aggregate fair value of
$
On
May 18, 2026, the Company and Silverback entered into an Agreement Rescinding Termination and Reinstating Settlement Agreement, pursuant
to which the parties rescinded the April 3, 2026 termination letter and reinstated the Settlement Agreement in its entirety, effective
as of that date. Following reinstatement, on May 20, 2026, the Company issued shares of common stock to Silverback at an agreed
settlement price of $ per share, in satisfaction of $
Accrued Compensation Settlement
On
March 18, 2026, the Board of Directors approved the settlement of accrued compensation obligations owed to our Chairman of the Board
and our President and Interim Chief Executive Officer through the issuance of equity securities. Pursuant to the settlement, the Company
issued
shares of common stock to each individual, for an aggregate
of
shares, together with five-year
warrants to purchase
The
fair value of the shares on the date of issuance, based on the closing market price of $ per share, was $
The
aggregate fair value of the equity consideration issued of $
| 22 |
During
the three months ended June 30, 2026, the exercise price of the warrants was reduced from $
2023 Equity Incentive Plan
The
Company adopted the 2023 Equity Incentive Plan (the “Plan”), which provides the issuance of up to
The Plan permits the grant of various types of stock-based awards, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares available for issuance as incentive stock options may not exceed the Initial Limit, as adjusted for any Annual Increases, subject to adjustment as provided under the terms of the Plan.
Shares subject to awards that expire, are canceled, or otherwise terminate without having been exercised or settled in full will again become available for future grant under the Plan. However, shares repurchased by the Company on the open market will not be added back to the share reserve. Awards that may be settled solely in cash do not count against the share reserve.
The Plan also includes a limitation on annual compensation to non-employee directors. The aggregate value of all equity awards granted to any non-employee director under the Plan, together with any cash compensation paid for service as a non-employee director, may not exceed (i) $ in the first calendar year of service and (ii) $ in any subsequent calendar year. The fair value of such awards is determined based on grant date fair value in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting conditions.
Restricted Common Stock
A summary of restricted common stock activity for the six months ended June 30, 2026 is as follows:
Restricted Common Stock | Weighted Average Fair Value | |||||||
| Unvested shares as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ) | |||||||
| Forfeited and cancelled | ||||||||
| Unvested shares as of June 30, 2026 | $ | |||||||
For the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense of $ and $, respectively, related to restricted common stock awards, included within general and administrative expenses in the condensed consolidated statements of operations.
For
the three and six months ended June 30, 2025, the Company recognized $ and $, respectively, in stock-based compensation
expense in accordance with ASC 718, Compensation — Stock Compensation, based on the grant-date fair value of restricted
stock awards. Stock-based compensation expense for the three and six months ended June 30, 2025 included within sales and marketing expenses
was $ and $, respectively, and stock-based compensation expense included within general and administrative expenses was
$ and $, respectively. The six months ended June 30, 2025 included $
As of June 30, 2026, total unrecognized compensation expense related to unvested restricted stock awards was $, which is expected to be recognized over a weighted-average remaining period of years.
Unissued Director Equity Awards
Pursuant to the Company’s non-employee director compensation policy, upon appointment to the Board of Directors, each non-employee director is entitled to a grant of shares of restricted common stock, vesting in equal installments over a three-year period. These awards are accounted for as restricted stock units under ASC 718; the underlying shares are issued upon vesting rather than at grant, and accordingly are not reflected in the table above.
| 23 |
On
February 4, 2026, the Company granted
shares under this policy to a newly appointed independent director,
vesting in equal annual installments over a three-year
period. The grant date fair value of the award was $
On
March 19, 2026, the Company granted
shares under this policy to a second newly appointed independent
director, vesting in equal annual installments over a four-year
period pursuant to the terms of that director’s engagement letter. The grant date fair value of the award was $
For the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense of $ and $, respectively, related to the unissued director equity awards described above, included within general and administrative expenses in the condensed consolidated statements of operations.
As of June 30, 2026, total unrecognized compensation expense related to unissued director equity awards was $, which is expected to be recognized over a weighted-average remaining period of years.
Warrants
A summary of warrant activity for the six months ended June 30, 2026 is as follows:
| Warrants | Weighted Average Exercise Price | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Expired and cancelled | ||||||||
| Unvested shares as of June 30, 2026 | $ | |||||||
On
January 20, 2026, the Company issued
On
March 18, 2026, the Company issued an aggregate of
During
the three months ended June 30, 2026, the exercise price of these warrants was reduced to $ per share. The Company accounted for
the change as a modification in accordance with ASC 718-20, and recognized incremental fair value of $ as stock-based compensation
expense within general and administrative expenses in the condensed consolidated statements of operations. Subsequent to the modification,
each holder exercised their warrants in full, and the Company issued an aggregate of shares of common stock for total cash proceeds
of $
On
May 27, 2026, in connection with the Note Purchase Agreement described in Note 8, the Company issued warrants to purchase an aggregate
of
| PIPE Warrants | PA Warrants | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected term (in years) | ||||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | % | % | ||||||
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Note 10. PROPOSED TRANSACTION
On May 20, 2026, the Company entered into a Fully Binding Term Sheet, dated May 18, 2026, with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”), Datavault AI Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC (“Fortitude”). On July 29, 2026, the Company entered into an Amended and Restated Letter of Intent (the “LOI”) with EOS, Scilex, Datavault, and HBA, which superseded and replaced the Term Sheet in its entirety. Fortitude is not a party to the LOI, although the proposed transaction contemplates certain rights and obligations relating to Fortitude, as described below.
Pursuant to the LOI, and subject to the negotiation and execution of definitive agreements, the Company would acquire or exclusively license certain intellectual property assets from EOS and Scilex, expand its existing license arrangement with Datavault to include Datavault AI Health, and acquire a controlling interest in Tollo Health, LLC through an exchange of membership interests with HBA, the controlling member of Tollo Health, LLC. Consideration under the LOI consists solely of shares of the Company’s common stock (“Acquisition Stock”). No preferred stock, convertible securities, or contingent conversion features would be issued as consideration.
Upon
issuance of
The LOI contemplates that the Company will use one or more liability reduction or financing transactions to address outstanding Company liabilities prior to closing. The LOI further contemplates that the definitive agreements will include a registration rights agreement covering the resale of the Acquisition Stock, post-closing transfer restrictions, including a six-month lock-up period for certain holders, and certain management and board changes, including the appointment of two new management team members and four board designees following closing.
Completion of the proposed transaction is subject to a number of conditions, including completion of due diligence, negotiation and execution of definitive agreements, receipt of a fairness opinion, approval by the Company’s board of directors, applicable stockholder approvals, availability of financing, and satisfaction of Nasdaq requirements, including approval of an initial listing application if the transaction is treated as a change of control under Nasdaq Listing Rule 5110(a). Under the exclusivity provisions of the LOI, the parties have agreed to negotiate exclusively with one another through September 30, 2026, subject to a 30-day due diligence period during which the Company may terminate the LOI under specified circumstances.
As of June 30, 2026, the Company had not entered into definitive agreements with respect to the proposed transaction. No Acquisition Stock had been issued, and no assets, liabilities, or other financial statement effects had been recorded in connection with the Term Sheet or the LOI. There can be no assurance that definitive agreements will be entered into, that the required approvals or financing will be obtained, or that the proposed transaction will be consummated on the terms described above, or at all.
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Note 11. LEASE OBLIGATIONS
Rent is classified by function on the consolidated statements of operations as general and administrative.
The Company determines whether an arrangement is or contains a lease at inception by evaluating potential lease agreements including services and operating agreements to determine whether an identified asset exists that the Company controls over the term of the arrangement. Lease commencement is determined to be when the lessor provides access to, and the right to control, the identified asset.
The rental payments for the Company’s leases are typically structured as either fixed or variable payments. Fixed rent payments include stated minimum rent and stated minimum rent with stated increases. The Company considers lease payments that cannot be predicted with reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded from the calculation of lease liabilities.
In
May 2024, the Company entered into a lease agreement for office space in Tampa, Florida. As a result, the Company recognized a right-of-use
asset and corresponding lease liability, calculated using a discount rate of
On
June 9, 2023, Intergra Pharma Solutions entered into First amendment to the Vector Collective lease, which is sublease to Wellgistics
Pharmacy. The lease includes a monthly base rent of $
In
January 2022, Wellgistics LLC entered into lease agreement for warehousing facility located in Lefrois, Florida, which has a lease term
of
The following is the summary of operating lease assets and liabilities:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Operating Leases | ||||||||
| Right-of-use assets | $ | $ | ||||||
| Lease liabilities, current portion | ||||||||
| Long-term lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
| Weighted Average Remaining Lease Term | ||||||||
| Weighted Average Discount Rate | % | % | ||||||
The following is the summary of future minimum payments:
| June 30, | ||||
| 2026 (remaining 6 months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Total | $ | |||
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Note 12. RELATED PARTY TRANSACTIONS
The
Company has transactions with Scietech, LLC, where a significant investor is the spouse of one of the directors of the Company, which
qualifies as a related party. As of June 30, 2026 and December 31, 2025, accounts payable to Scietech, LLC was $
As
of December 31, 2025, the Company had an outstanding obligation of $
As
of June 30, 2026, the Company had outstanding advances of $
Gerald Commissiong, who was appointed Interim Co-Chief Executive Officer of the Company effective May 20, 2026, also serves as Chief Executive Officer of Tollo Health, LLC and as Managing Partner of Fortitude Advisors, LLC (“Fortitude”), which qualifies Tollo Health and Fortitude as related parties of the Company effective May 20, 2026. Fortitude provides Chief Business Officer consulting services to the Company under an existing consulting agreement. Tollo Health is a party to, and Fortitude is expected to receive an ownership interest in connection with, the proposed transaction described in Note 10.
For
the three and six months ended June 30, 2026, the Company incurred consulting fees to Fortitude of $
During the three and six months ended June 30, 2025, the Company had transactions with certain entities that were considered related parties at that time, including Integra Pharma Solutions, LLC (“IPS”) and companies affiliated with Nomad Capital LLC. These entities are no longer considered related parties as of the date of these financial statements. The following summarizes transactions with these entities for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales to Integra Pharma Solutions, LLC | $ | $ | $ | $ | ||||||||||||
| Management services fees paid to Nomad Capital | $ | $ | $ | $ | ||||||||||||
| IT expenses paid to Cingo Solutions | $ | $ | $ | $ | ||||||||||||
| SaaS expenses paid to RxERP | $ | $ | $ | $ | ||||||||||||
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Note 13. SEGMENT AND GEOGRAPHIC INFORMATION
The
Company operates as
The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Cost of net revenues | ||||||||||||||||
| Gross profit (loss) | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expense): | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on extinguishment of vendor obligation | ( | ) | ( | ) | ||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Loss on contract termination fee | ( | ) | ( | ) | ||||||||||||
| Settlement fees | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
All revenues were within the U.S. region. See Note 1, Organization and Summary of Significant Accounting Policies - Revenue Recognition for additional information about disaggregated revenue.
The Company’s long-lived tangible assets, as well as the Company’s operating lease right-of-use assets recognized on the unaudited condensed consolidated balance sheets were located as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| United States | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||
| Operating lease, right-of-use assets | $ | $ | ||||||
Note 14. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and if it is determined that such a liability for litigation or loss contingencies is both probable and estimable.
Although the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings, which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial position.
Legal Matters
On
August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and the Chairman of the Board for breach
of contract, breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty, claiming accounting services
of $
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Relatedly, Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company, have sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, asserting claims of improper UCC-1 filings, tortious interference with business relationships, slander of title, and state RICO violations. A motion to dismiss filed by Blythe remains pending. The Company is vigorously prosecuting its claims.
Wellgistics,
LLC is a defendant in a legal proceeding initiated by Lifsa Drugs LLC in the United States District Court for the District of New Jersey.
The complaint alleges that Wellgistics, LLC failed to make payment for certain pharmaceutical products and seeks damages of approximately
$
In June 2026, Brian Norton, who served as the Company’s Chief Executive Officer from February 28, 2025 until his resignation on October 6, 2025, and who was a seller of membership interests in Wellgistics, LLC to the Company, filed suit against the Company in the Court of Chancery of the State of Delaware. Mr. Norton seeks monetary damages and shares of common stock that he claims are due to him in connection with the sale of his membership interests in Wellgistics, LLC, together with consequential damages allegedly arising from the Company’s claimed nonpayment. The Company believes Mr. Norton is not owed any such amounts and intends to vigorously defend the suit.
Dispute with Former Management
On October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida against certain former officers and/or directors of the Company. The complaint asserts claims including breach of fiduciary duty of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable claims. In January 2026, the Company served a notice of additional claims against the former management parties for misrepresentations and omissions of material fact in connection with an acquisition of certain limited liability company membership interests. The Company intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations and omissions, as well as related equitable and monetary remedies.
On December 10, 2025, defendants filed a motion to compel arbitration of all claims. A hearing on the motion was held on April 27, 2026.
As
of June 30, 2026, obligations associated with these arrangements are reflected as liabilities on the Company’s condensed
consolidated balance sheet in the aggregate amount of approximately $
Vendor Demand Letter
The
Company and certain of its subsidiaries have received demand letters from various vendors requesting payment for goods and services previously
provided. The aggregate amount referenced in these demand letters is approximately $
Note 15. SUBSEQUENT EVENTS
Corporate Name and Trading Symbol Change
On July 20, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from Wellgistics Health, Inc. to DataMeds AI, Inc. (the “Name Change”). The Charter Amendment was duly approved by the Company’s stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware and became effective as of 12:01 a.m., Eastern Time, on July 22, 2026. In connection with the Name Change, the Company’s common stock began trading on The Nasdaq Capital Market under the new ticker symbol “MEDS” effective July 22, 2026, replacing the Company’s prior symbol “WGRX.” The Name Change and the change in trading symbol did not affect the rights of the Company’s stockholders, and the Company’s CUSIP number remains unchanged.
Amended and Restated Letter of Intent
As previously disclosed, on May 20, 2026, the Company entered into a Fully Binding Term Sheet, dated May 18, 2026, with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”), Datavault AI Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC, as further described in Note 10. On July 29, 2026, the Company entered into an Amended and Restated Letter of Intent (the “LOI”) with EOS, Scilex, Datavault, and HBA, which superseded and replaced the May 18, 2026 Term Sheet in its entirety.
Pursuant
to the LOI, subject to negotiation and execution of definitive agreements, the Company would acquire or exclusively license certain intellectual
property assets from EOS and Scilex, expand its existing license arrangement with Datavault, and acquire a controlling interest in Tollo
Health, LLC through an exchange of membership interests with HBA. Consideration under the LOI consists solely of shares of the Company’s
common stock (“Acquisition Stock”), with no preferred stock or convertible securities to be issued. Upon issuance of the
Acquisition Stock, EOS, Scilex, Datavault, and HBA are expected to own, in the aggregate, approximately
The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, stockholder and other approvals, financing availability, and other customary conditions, including potential Nasdaq change-of-control listing requirements. No assurance can be given that definitive agreements will be entered into or that the proposed transaction will be consummated on the terms described above or at all.
Dream Bowl 2026 Meme Coin Distribution
On July 27, 2026, the Company announced an updated record date of August 7, 2026 for the distribution of “Dream Bowl 2026” meme coins to holders of the Company’s common stock, pursuant to which stockholders as of the record date will be entitled to receive fifty (50) Dream Bowl 2026 meme coins for each share of common stock held. The distribution date will be determined by subsequent resolution in coordination with Datavault AI, Inc. As of the date these financial statements are issued, the Company had not yet distributed the meme coins, and financial statement impact, if any, of the distribution had not yet been determined.
Subsidiary Rebranding
On August 10, 2026, the Company announced that it had completed the renaming of its pharmacy and pharmacy technology subsidiaries to Corexa Pharmacy, LLC (f/k/a Wellgistics Pharmacy, LLC) and Corexa Tech & Hub, LLC (f/k/a Wellgistics Tech & Hub, LLC), respectively. The Company also renamed its pharmacy-focused division to Corexa Health, LLC, under which Corexa Pharmacy and Corexa Tech & Hub operate as subsidiaries. The Company’s wholesale pharmaceutical distribution subsidiary continues to operate under the name Wellgistics, LLC.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements” below. We have no obligation to update any of these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements due to many factors, including, but not limited to, those set forth under the heading “Risk Factors” in this Quarterly Report. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Quarterly Report.
Cautionary Statement Regarding Forward-Looking Information
This Quarterly Report contains statements that constitute forward-looking statements that are subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or the future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. These forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our proposed transaction with EOS Technology Holdings, Inc., Scilex Holding Company, Datavault AI Inc., and HealthBridge Advisors, LLC, and our collaboration with Kare Rx Hub, LLC and Kare Pharmtech, LLC. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” or the negative of these terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this Quarterly Report may include, for example, statements about:
| ● | A shift in pharmacy mix toward lower margin plans, margin compression on branded medications, or the increased offering of specialty products, direct and indirect remuneration fees, mail order pharmacy steering, and programs; | |
| ● | Wellgistics Health deriving a portion of its sales from prescription drug sales reimbursed by pharmacy benefit management companies; | |
| ● | Wellgistics Health being adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in the cost to procure prescription drugs; | |
| ● | changes in economic conditions that adversely affect consumer/client buying practices and market adoption of our mobile application and the accompanying revenues to premium access/services; | |
| ● | Wellgistics Health’s relationships with its primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships of its wholesale and hub technology platform subsidiaries; | |
| ● | changes in the healthcare industry and regulatory environments; | |
| ● | the effects of competition on Wellgistics Health’s future business; | |
| ● | Wellgistics Health’s ability to execute its business plans and strategy; and | |
| ● | other risks and uncertainties described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026, and those risks described in the section entitled “Risk Factors” of this Quarterly Report. |
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Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There can be no assurance that future developments affecting us will be those that we have anticipated. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
We have based the forward-looking statements included in this Quarterly Report on information available to us on the date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Quarterly Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Overview
DataMeds AI, Inc. (formerly Wellgistics Health, Inc.) (“DataMeds,” the “Company,” “we,” “us” or “our”) was incorporated in 2022 as a holding company for operating companies centered around healthcare technology and pharmaceutical services. We seek to be a micro health ecosystem, with a portfolio of companies consisting of a technology platform, pharmacy, and wholesale operations that provide novel prescription hub and clinical services. We strive to shift the dynamic of pharmaceutical care to revolve around the patient for a range of therapeutic conditions by offering various integrated solutions through leveraging our business segments to address access, care coordination, dispensing, delivery, and clinical management of certain pharmaceutical products. On July 22, 2026, the Company changed its name from Wellgistics Health, Inc. to DataMeds AI, Inc. and its trading symbol on The Nasdaq Capital Market from “WGRX” to “MEDS,” as described further under “Recent Developments” below.
Currently, we own one direct operating company, Wellgistics, LLC, and two indirect operating companies, Wellgistics Tech & Hub, LLC dba DelivMeds (f/k/a Alliance Pharma Solutions, LLC) (“Wellgistics Tech & Hub”) and Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC) (“Wellgistics Pharmacy”), through an intermediary—Wood Sage, LLC.
Wellgistics, LLC
Founded in 2013, Wellgistics, LLC serves as the wholesale arm of our healthcare ecosystem as a 50-state FDA licensed and NABP-accredited pharmaceutical wholesaler distributor, bridging the gap between small- to mid-size pharmaceutical manufacturers and independent retail pharmacies. Serving over 5,000 registered pharmacies nationwide, Wellgistics, LLC provides significant value by offering competitive pricing, unique products, and exceptional service, while also promoting manufacturers’ products to a diverse range of pharmacies. Wellgistics, LLC’s primary focus is on supporting independent retail pharmacies in search of better products, prices, and services, thereby ensuring their growth and sustainability in the competitive pharmaceutical sector.
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Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60 manufacturing relationships, Wellgistics, LLC identifies niche therapeutic products and work with its manufacturing clients to increase market access and visibility of its client relationships with product awareness and support campaigns. Specifically, Wellgistics, LLC helps promote product distribution through its network of pharmacy buyers by providing sales and marketing support. These services include providing product education, identifying opportunities for therapeutic substitution when clinically relevant, and cost savings opportunities for pharmacies and their patients. Wellgistics, LLC’s portfolio of products is comprised of 65% topical generics with a primary focus on the dermatology market, 20% oral generic formulations primarily in the non-narcotic pain category, 10% oral and topical brand formulations, and 5% in the over-the-counter market space. Its investments in cold chain infrastructure will position this division to compete in the specialty-lite therapy category while also expanding our ability to house additional branded products.
We acquired Wellgistics, LLC in August 2024.
Wellgistics Tech & Hub, LLC dba DelivMeds (f/k/a Alliance Pharma Solutions, LLC)
Founded in 2017 under the name Alliance Pharma Solutions, LLC and doing business as DelivMeds, Wellgistics Tech & Hub serves as the middleware technology arm of our healthcare ecosystem by facilitating prescription transfer and clinical concierge services to a network of independent pharmacies. After conducting an extensive market research survey focusing on competition, Wellgistics Tech & Hub identified several key differentiators from other healthcare technology solutions, including various integrations of the hub with pharmacy management software systems and pharmacy point of sale systems, among others. This suggests that Wellgistics Tech & Hub could serve as an end-to-end patient-centric solution automating the prescription journey. Powered by Wellgistics Pharmacy as the backend pharmacy, Wellgistics Tech & Hub is the frontend technology serving as the middleware between all key stakeholders referenced in what we refer to as the 5P-Model: patients, providers, pharmacies, payors or pharmacy Benefit Managers, and pharmaceutical manufacturing companies.
Through Wellgistics Tech & Hub, we aim to preserve patient autonomy, improve price transparency, and aid in making a meaningful impact on patient outcomes by eliminating barriers to therapy while simultaneously boosting adherence. We work with channel partners such as pharmaceutical manufacturers, provider groups and accountable care organizations, telehealth companies, and employer groups to offer full suite of patient-centered pharmacy services. Wellgistics Tech & Hub’s business-to-business strategy approach enables prescriptions to be sent directly to Wellgistics Pharmacy and subsequently transferred to an eligible in-network independent pharmacy. Each channel partner is equipped with de-identified data to improve its respective business operation and or improve its renumeration from the value-based services the clinical concierge arm provides.
We acquired Wellgistics Tech & Hub through our acquisition of Wood Sage in June 2024.
Wellgistics Pharmacy, LLC (f/k/a Community Specialty Pharmacy, LLC)
Founded in 2011, Wellgistics Pharmacy serves as the backbone dispensing pharmacy of our healthcare ecosystem. First operating as a retail community specialty pharmacy, Wellgistics Pharmacy provides general and specialty pharmacy services dedicated to servicing the needs of patients, as well as clinical expertise, technology-driven innovation tools, and administrative efficiencies that support physicians, payers, and pharmaceutical manufacturers. Initially focusing on providing HIV/AIDS products, Wellgistics Pharmacy has expanded its business operations to perform 340B services by partnering with local clinics and provider groups. It has pursued pharmacy state licenses to convert its business into a mail order pharmacy. Currently, Wellgistics Pharmacy is licensed in 32 states and the District of Columbia, with superb license coverage along the east coast. While Wellgistics Pharmacy voluntarily forfeited its specialty accreditations, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of the functions of a specialty pharmacy.
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Wellgistics Pharmacy purchases pharmaceuticals including specialty medications from manufacturers and wholesale distributors, fills prescriptions, labels, packages and delivers these pharmaceuticals to patients’ homes or physicians’ offices through contract couriers or carriers. It maintains a call center and customer support within its pharmacy located in Tampa, Florida. Wellgistics Pharmacy has several 340B relationships, acting as the dispensing pharmacy for these healthcare facilities that help drive revenue and prescription volume. Wellgistics Pharmacy’s relationship with Wellgistics, LLC and other wholesalers enables it to offer a competitive cash-based formulary for the uninsured and underinsured patient populations. Given its low-cost business model, Wellgistics Pharmacy believes there is an opportunity to gain market share with small- to medium-size employer groups in a partnership model with other consumer driven healthcare companies to the extent that more patients elect to pay out of pocket for prescriptions.
We acquired Wellgistics Pharmacy through our acquisition of Wood Sage in June 2024.
DataMeds AI, Inc.
As a micro health ecosystem, our portfolio of companies consists of a pharmacy, wholesale operations, and a technology division with a novel platform for hub and clinical services. We are focused on improving the lives of patients while delivering unique solutions for pharmacies, providers, pharmaceutical manufacturers, and payors. Our patient-centric approach combined with innovative healthcare applications positions us to shift the dynamic of care to revolve around the patient for a wide range of therapeutic conditions. We offer a full spectrum of integrated solutions by leveraging the synergies of our business segments to address access, care coordination, dispensing, delivery, and clinical management of pharmaceutical products ranging from “specialty-lite” to general maintenance conditions.
Prior to acquiring Wood Sage, LLC, we did not generate revenue. As discussed above, we acquired Wellgistics Tech & Hub and Wellgistics Pharmacy through our acquisition of Wood Sage, LLC in June 2024, and acquired Wellgistics, LLC in August 2024. Currently, our revenues are derived from (i) pharmaceutical dispensing of products, (ii) care management services we deliver to patients and offer to pharmaceutical manufacturing clients, (iii) SaaS fees for use of our platform technology services, and (iv) product procurement and distribution to independent pharmacies.
We expect that our ability to source and distribute pharmaceutical products to our pharmacy and network of independent pharmacy partners throughout the U.S. will adequately position us to negotiate greater discounts based on market share. Our management believes that our digital pharmacy, including its hub and clinical services technology platform, is poised to add significant value in the key specialty-lite market by providing patients access and convenience, while providing partners with ready-to-go market solutions with big data.
Data released from the Centers for Medicare & Medicaid Services illustrates that the National Health Expenditure Data for 2022 grew to $4.5 trillion and accounted for 17.3% of gross domestic product (“GDP”), with an expected increase in the health spending share of GDP to 19.7% by 2032. A deeper dive of this report reveals that total retail prescription drug spending from 2021 to 2022 increased by 8.4% to $405.9 billion. IQVIA’S 2024 report on medicine spending trends found that overall spending in the U.S. market for medicines reached $435 billion in 2023. It is well documented in the literature that the specialty drug market accounts for less than 10% of total drugs in the market but is responsible for greater than 50% of the prescription drug spend per annum. After evaluating reasons for increased healthcare expenditure, poor medication adherence continues to be a challenge that causes unnecessary strain on the healthcare system, including, but not limited to, increased hospital admissions and readmissions rates from medication non-compliance and adverse events. Many of these factors are preventable by empowering patient autonomy in their healthcare journey, identifying cost savings opportunities, and providing access to clinical resources and support.
We believe that our business model primely positions us to address the prescription spend in the “specialty lite” therapy area while improving patient health outcomes by equipping patients with our innovative digital health tools. We seek to expand the service coverage area of our pharmacy operations while strengthening its clinical expertise in several key therapeutic categories, including services such as care coordination and patient financial assistance. Furthermore, we expect that our partner relationships will enable us to offer a competitive cash formulary as an alternative option when high insurance deductibles make it economically feasible. We anticipate expanding our wholesale operations as we continue to partner and establish new manufacturer relationships. With many of these new relationships, we intend to provide sales and clinical education support to the pharmacies purchasing these products. We have strategically identified opportunities to wholesale products that are normally not carried by the three largest wholesalers in the United States, and will seek to carve out exclusivity or semi- exclusive relationships based on a time period to ensure we are maximizing our revenues. We expect that new partnerships with group purchasing organizations will be effective, as we increase the business divisions’ visibility with all or many of the member pharmacies. Our technology division will be connected to our pharmacy network enabling us to operate as a digital pharmacy and hub. Our pharmacy network leverages independent, locally-owned pharmacies that are rooted in their communities to create a powerful network of over 19,000 pharmacies across the United States capable of delivering prescriptions in hours. This channel services approximately 1.3 billion prescriptions annually and represents a $47 billion market at wholesale cost.
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We seek to provide an end-to-end solution for digitizing the prescription journey through our Wellgistics Tech & Hub mobile application, which should help to preserve patient autonomy, improve prescription price transparency, and provide additional concierge services in an effort to boost medication adherence and improve patient outcomes. We intend to aggregate the data collected from our solution to provide comprehensive reports that are tied to medication adherence and outcomes to make a meaningful impact for all stakeholders involved. We expect to monetize this valuable data with manufacturers, payors and providers.
Recent Developments
Corporate Name and Trading Symbol Change
On July 20, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to change its name from Wellgistics Health, Inc. to DataMeds AI, Inc., effective July 22, 2026. In connection with the name change, the Company’s common stock began trading on The Nasdaq Capital Market under the new ticker symbol “MEDS,” replacing its prior symbol “WGRX.”
Reverse Stock Split
On May 20, 2026, the Company filed a Certificate of Amendment to effect a 1-for-50 reverse stock split of its common stock, which became effective May 26, 2026. The reverse stock split was intended to assist the Company in regaining compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
Nasdaq Listing Compliance
The Company received deficiency notices from The Nasdaq Stock Market LLC on December 10, 2025 and April 13, 2026, relating to non-compliance with the minimum bid price and minimum stockholders’ equity requirements, respectively, under Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1). See “Liquidity and Capital Resources” below and Note 2 to the condensed consolidated financial statements for further information.
May 2026 Financing
On May 27, 2026, the Company entered into a Note Purchase Agreement with a group of investors, pursuant to which the previously outstanding convertible promissory notes issued in January and April 2026 were extinguished and replaced with new convertible promissory notes in an aggregate principal amount of $20,323,732, comprised of rollover and new money proceeds. See Note 8 to the condensed consolidated financial statements for further information.
Collaboration Agreement — Healthstar Technologies, LLC
On April 13, 2026, the Company entered into a Collaboration Agreement with Kare Rx Hub, LLC and Kare Pharmtech, LLC, providing for the formation of Healthstar Technologies, LLC, in which the Company would hold a 51% membership interest, in exchange for consideration of $2,000,000 payable in shares of the Company’s common stock. As of the date of this Quarterly Report, closing under the Collaboration Agreement had not yet occurred. See Note 14 to the condensed consolidated financial statements for further information
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Proposed Transaction with EOS, Scilex, Datavault and HealthBridge Advisors
On May 20, 2026, the Company entered into a Fully Binding Term Sheet with EOS Technology Holdings, Inc., Scilex Holding Company, Datavault AI, Inc., HealthBridge Advisors, LLC, and Fortitude Advisors, LLC, contemplating a proposed transaction involving certain intellectual property assets, an expansion of the Company’s existing license arrangement with Datavault, and the acquisition of a controlling interest in Tollo Health, LLC. On July 29, 2026, the Company entered into an Amended and Restated Letter of Intent with EOS, Scilex, Datavault, and HealthBridge Advisors, which superseded and replaced the original Term Sheet in its entirety. The proposed transaction remains subject to negotiation and execution of definitive agreements, stockholder and other approvals, and other customary closing conditions. See Note 10 to the condensed consolidated financial statements for further information.
Leadership Changes
On May 20, 2026, the Company’s Board of Directors appointed Gerald Commissiong as Interim Co-Chief Executive Officer of the Company, in connection with the Term Sheet described above.
Settlement Agreement — Silverback Capital Corporation
During the six months ended June 30, 2026, the Company issued shares of common stock to Silverback Capital Corporation pursuant to a Settlement Agreement and Stipulation, approved under Section 3(a)(10) of the Securities Act of 1933, to satisfy certain outstanding creditor obligations. The Company delivered a termination letter with respect to the Settlement Agreement on April 3, 2026, which the parties subsequently rescinded on May 18, 2026, reinstating the Settlement Agreement in its entirety. See Note 9 to the condensed consolidated financial statements for further information.
Key Components of Results of Operations
We are an early-stage company, and our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.
Revenues
The Company is a holding company specifically formed to hold operating companies. We did not generate any revenue prior to the Wood Sage Acquisition, but now expect to generate all of our revenues through Wellgistics Pharmacy, and Wellgistics LLC. Although the Company may add other sources of revenue through the acquisition of other operating companies in the future, the Company currently does not have any such plans.
The Company will be subject to risk of specific inflationary pressures on product prices and its impact on consumer spending. For example, increases in prescription drug costs could impact consumers’ ability to afford initial or on-going therapy. The Company’s focus on the relatively expensive specialty lite business segment (i.e., $500 - $3,000 therapies) could be particularly impacted by increasing costs. Additionally, consumer discretionary funds could be reduced, impacting the ability to pay for digital services and subscription models that the Company offers. If inflation continues to increase, sourcing and procuring specialty lite products may prove to be capital intensive. The Company may not be able to adjust prices sufficiently to offset the effect without negatively impacting consumer demand or the Company’s gross margin. All of these inflationary risk factors could materially and adversely impact the Company’s business operations, financial condition and results of operations.
Wellgistics Pharmacy recognizes product revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Wellgistics Pharmacy fills prescriptions for prescription and over-the-counter drugs written by a provider and recognizes revenue at the time the patient confirms the prescription order for payment of co-pays.
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Expenses
Sales and Marketing Expense
Sales and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation for our business development team as well as trade events participation, public relations, white paper development, social media, pharmacy trade and patient materials, advertising, sales collateral, syndicated data fees, and other marketing expenses. We expect to increase our sales and marketing activities to grow our customer base and increase market share. We also expect that our sales and marketing expenses will increase over time as we continue to hire additional personnel to scale the business.
General and Administrative Expense
General and administrative expenses currently consist of business development, consulting, and information technology development and support and third-party software expenses.
General and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation expense) for personnel in executive, finance, accounting, corporate development and other administrative functions. General and administrative expenses will also include legal fees, professional fees paid for accounting, auditing, consulting, tax, and investor relations services, insurance costs, facility costs not otherwise included in research and development expenses. Following the Company’s registration as a public company, general and administrative expenses also include public company expenses such as costs associated with compliance with the rules and regulations of the SEC and the stock exchange.
Income Tax (Benefit) Expense
Our income tax provision will consist of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We will maintain a valuation allowance against the full value of our U.S. and state net deferred tax assets because we believe the recoverability of the tax assets is more likely than not.
Results of Operations
For the Three and Six Months Ended June 30, 2026 and 2025
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenues | $ | 1,779,860 | $ | 7,790,865 | $ | 3,339,423 | $ | 18,654,308 | ||||||||
| Cost of revenues | 1,597,656 | 7,285,113 | 2,986,998 | 17,455,915 | ||||||||||||
| Gross profit | 182,204 | 505,752 | 352,425 | 1,198,393 | ||||||||||||
| General and administrative | 7,056,671 | 4,859,949 | 11,925,606 | 36,032,869 | ||||||||||||
| Sales and marketing | 113,990 | 343,383 | 1,073,990 | 408,600 | ||||||||||||
| Depreciation and amortization | 356,597 | 802,796 | 713,421 | 1,605,668 | ||||||||||||
| Total operating expenses | 7,527,258 | 6,006,128 | 13,713,017 | 38,047,137 | ||||||||||||
| Loss from operations | (7,345,054 | ) | (5,500,376 | ) | (13,360,592 | ) | (36,848,744 | ) | ||||||||
| Total other income (expense) | (11,018,171 | ) | (1,172,088 | ) | (12,745,230 | ) | (2,254,623 | ) | ||||||||
| Net loss | $ | (18,363,225 | ) | $ | (6,672,464 | ) | $ | (26,105,822 | ) | $ | (39,103,367 | ) | ||||
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Revenues and Cost of Revenues
Net revenues for the three months ended June 30, 2026 were $1,779,860, compared to $7,790,865 for the three months ended June 30, 2025, a decrease of $6,011,005, or approximately 77.2%. For the six months ended June 30, 2026, net revenues were $3,339,423, compared to $18,654,308 for the six months ended June 30, 2025, a decrease of $15,314,885, or approximately 82.1%. The decrease in both periods was primarily driven by a significant decline in distribution revenues within Wellgistics, LLC, reflecting the impact of liquidity constraints that limited the Company’s ability to procure and fulfill product orders. These decreases were partially offset by growth in pharmacy retail revenues, which increased to $1,590,367 for the three months ended June 30, 2026 from $77,756 for the three months ended June 30, 2025, and to $2,724,783 for the six months ended June 30, 2026 from $192,432 for the six months ended June 30, 2025, reflecting continued expansion of the Company’s pharmacy operations.
Cost of net revenues for the three months ended June 30, 2026 was $1,597,656, compared to $7,285,113 for the three months ended June 30, 2025, a decrease of $5,687,457, or approximately 78.1%. For the six months ended June 30, 2026, cost of net revenues was $2,986,998, compared to $17,455,915 for the six months ended June 30, 2025, a decrease of $14,468,917, or approximately 82.9%. The decrease in both periods was primarily attributable to the lower volume of distribution activity, consistent with the decline in net revenues.
Gross profit for the three months ended June 30, 2026 was $182,204, compared to $505,752 for the three months ended June 30, 2025, a decrease of $323,548, or approximately 64.0%. Gross margin was 10.2% for the three months ended June 30, 2026, compared to 6.5% for the three months ended June 30, 2025. For the six months ended June 30, 2026, gross profit was $352,425, compared to $1,198,393 for the six months ended June 30, 2025, a decrease of $845,968, or approximately 70.6%, with gross margin of 10.6% compared to 6.4% for the prior year period. The improvement in gross margin percentage in both periods reflects the increased contribution of pharmacy retail revenues, which carry higher margins than the distribution segment, partially offset by the lower overall revenue base.
The following is a summary of the disaggregation of revenue for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Product revenue - distribution services | $ | 66,765 | $ | 7,548,600 | $ | 292,430 | $ | 18,216,887 | ||||||||
| Pharmacy retail sales | 1,590,367 | 77,756 | 2,724,783 | 192,432 | ||||||||||||
| Third party logistics services | 122,728 | 164,509 | 322,210 | 244,989 | ||||||||||||
| Net revenues | $ | 1,779,860 | $ | 7,790,865 | $ | 3,339,423 | $ | 18,654,308 | ||||||||
General and Administrative Expense
General and administrative expenses for the three months ended June 30, 2026 were $7,056,671, compared to $4,859,949 for the three months ended June 30, 2025, an increase of $2,196,722, or approximately 45.2%. The increase was primarily attributable to a $2,008,000 non-recurring compensation charge recorded in connection with the Compensation Committee’s approval, on May 12, 2026, of retroactive salary increases, a discretionary bonus, and a special bonus tied to the Company’s 2026 capital-raising activity for its Chief Executive Officer and President, together with higher stock-based compensation expense related to restricted stock vesting.
For the six months ended June 30, 2026, general and administrative expenses were $11,925,606, compared to $36,032,869 for the six months ended June 30, 2025, a decrease of $24,107,263, or approximately 66.9%. The decrease was primarily attributable to the non-recurring stock-based compensation expense of approximately $27.2 million recognized during the three months ended March 31, 2025 in connection with the immediate vesting of restricted shares granted in March 2025, partially offset by the $2,008,000 compensation charge and the other items described above recognized during the three months ended June 30, 2026.
Sales and Marketing Expense
Sales and marketing expenses for the three months ended June 30, 2026 were $113,990, compared to $343,383 for the three months ended June 30, 2025, a decrease of $229,393. The decrease was primarily attributable to lower marketing and advertising spend during the current period, partially offset by $93,990 of expense recognized in connection with the Company’s marketing services agreement with Outside The Box Capital Inc.
For the six months ended June 30, 2026, sales and marketing expenses were $1,073,990, compared to $408,600 for the six months ended June 30, 2025, an increase of $665,390. The increase was primarily attributable to increased investment in brand awareness, customer acquisition initiatives, and market development activities during the three months ended March 31, 2026, together with the expense recognized in connection with the Outside The Box Capital Inc. agreement described above.
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Depreciation and Amortization
Depreciation and amortization expense for the three months ended June 30, 2026 was $356,597, compared to $802,796 for the three months ended June 30, 2025, a decrease of $446,199, or approximately 55.6%. For the six months ended June 30, 2026, depreciation and amortization expense was $713,421, compared to $1,605,668 for the six months ended June 30, 2025, a decrease of $892,247, or approximately 55.6%. The decrease in both periods was primarily attributable to the impairment of goodwill and intangible assets recognized during the year ended December 31, 2025, which reduced the carrying value of assets subject to amortization in the current year periods.
Other Expense, net
Interest expense, net, for the three months ended June 30, 2026 was $1,561,240, compared to $1,184,040 for the three months ended June 30, 2025, an increase of $377,200, or approximately 31.9%. For the six months ended June 30, 2026, interest expense, net was $3,633,919, compared to $2,278,530 for the six months ended June 30, 2025, an increase of $1,355,389, or approximately 59.5%. The increase in both periods was primarily attributable to interest and amortization of debt discount on the convertible promissory notes issued during 2026, interest on the seller promissory note, and interest on the revolving line of credit prior to its repayment, partially offset by lower interest expense following the repayment in full of the revolving line of credit in May 2026 and the extinguishment of the Agile Capital Funding LLC arrangement during the three months ended March 31, 2026.
During the three and six months ended June 30, 2026, the Company recognized a loss on extinguishment of debt of $8,881,694, comprised of a loss of $503,505, in connection with the extinguishment of the Agile Capital Funding LLC arrangement, and a loss of $8,378,189 recognized during the three months ended June 30, 2026 in connection with the refinancing of the Company’s outstanding convertible promissory notes on May 27, 2026. There was no comparable amount for the three or six months ended June 30, 2025.
During the three months ended June 30, 2026, the Company recognized a loss on extinguishment of vendor obligations of $320,000, in connection with the settlement of obligations owed to Silverback Capital Corporation through the issuance of shares of common stock at a fair value in excess of the carrying amount of the obligations settled. For the six months ended June 30, 2026, the Company recognized a net loss on extinguishment of vendor obligations of $60,120, reflecting the $320,000 loss recognized during the three months ended June 30, 2026, partially offset by a gain on extinguishment of $259,880 recognized during the three months ended March 31, 2026 in connection with the settlement of vendor payables and notes payable through the issuance of shares of common stock at a fair value below the carrying amount of the obligations settled. There was no comparable amount for the three or six months ended June 30, 2025.
During the three and six months ended June 30, 2026, the Company recognized a loss on contract termination fee of $766,394, in connection with shares of common stock issued to Silverback Capital Corporation following the Company’s purported termination, in April 2026, of its previously disclosed Settlement Agreement with Silverback, which the parties subsequently rescinded in May 2026. There was no comparable amount for the three or six months ended June 30, 2025.
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Settlement fees of $13,000 were recognized during the six months ended June 30, 2026 in connection with the Silverback Capital Corporation settlement arrangement, all of which was recognized during the three months ended March 31, 2026. There was no comparable amount for the three or six months ended June 30, 2025.
Other income for the three months ended June 30, 2026 was $511,157, compared to $11,952 for the three months ended June 30, 2025, an increase of $499,205. For the six months ended June 30, 2026, other income was $609,897, compared to $23,907 for the six months ended June 30, 2025, an increase of $585,990. The increase in both periods was primarily attributable to settlements reached with certain counterparties in the ordinary course of business.
Net Loss
Net loss for the three months ended June 30, 2026 was $18,363,225, compared to $6,672,464 for the three months ended June 30, 2025, an increase of $11,690,761. The increase was primarily driven by the loss on extinguishment of debt of $8,378,189 recognized in connection with the May 2026 refinancing, the loss on contract termination fee of $766,394, the loss on extinguishment of vendor obligations, and higher general and administrative expenses, partially offset by the vendor credit recognized within sales and marketing expenses and higher other income during the period.
For the six months ended June 30, 2026, net loss was $26,105,822, compared to $39,103,367 for the six months ended June 30, 2025, a decrease of $12,997,545, or approximately 33.2%. The decrease was primarily driven by the non-recurring stock-based compensation expense of approximately $27.2 million recognized during the three months ended March 31, 2025 in connection with the immediate vesting of restricted shares granted in March 2025, partially offset by the loss on extinguishment of debt and loss on contract termination fee recognized during the three months ended June 30, 2026, and higher interest expense during the six months ended June 30, 2026.
Liquidity and Capital Resources
As of June 30, 2026, the Company had cash and cash equivalents of $2,456,373 and a working capital deficit of $33,781,185. The Company has incurred net losses of $18,363,225 and $26,105,822 for the three and six months ended June 30, 2026, respectively, and has an accumulated deficit of $137,137,512 as of June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. See Note 2 to the condensed consolidated financial statements for further information.
The Company has funded its operations primarily through the issuance of debt and equity securities. Management is actively pursuing additional sources of capital, including equity financing, debt arrangements, and strategic partnerships, to fund ongoing operations and working capital requirements. However, there can be no assurance that such financing will be available on acceptable terms or at all.
The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (6,307,328 | ) | $ | (3,426,447 | ) | ||
| Net cash used in investing activities | $ | (447,230 | ) | $ | (405,059 | ) | ||
| Net cash provided by financing activities | $ | 9,168,360 | $ | 3,223,112 | ||||
| Net change in cash and cash equivalents | $ | 2,413,802 | $ | (608,394 | ) | |||
Cash used in operating activities
Net cash used in operating activities for the six months ended June 30, 2026 was $6,307,328, primarily due to our net loss of $26,105,822, partially offset by non-cash expenses of $15,614,148 and $4,184,678 in cash provided by changes in operating assets and liabilities. Non-cash expenses were primarily driven by a loss on extinguishment of debt of $8,881,693, amortization of debt discount of $2,343,252, and stock-based compensation of $2,562,514. Cash provided by changes in operating assets and liabilities was primarily driven by an increase in accrued expenses and other liabilities of $2,640,868, which included a $2,008,000 compensation accrual approved by our Compensation Committee on May 12, 2026, and an increase in accounts payable of $2,432,030.
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Net cash used in operating activities for the six months ended June 30, 2025 was $3,426,447, primarily due to our net loss of $39,103,367, partially offset by non-cash expenses of $30,548,175 and $5,128,743 in cash provided by changes in operating assets and liabilities. Non-cash expenses were primarily driven by stock-based compensation of $28,708,643. Cash provided by changes in operating assets and liabilities was primarily driven by an increase in accounts payable of $3,141,895.
Cash used in investing activities
Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $447,230 and $405,059, respectively, consisting entirely of capitalized software development costs related to the Company’s DelivMeds platform.
Cash from financing activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $9,168,360. This was primarily driven by gross proceeds of $14,200,000 from the issuance of convertible promissory notes, partially offset by $1,157,500 in payment of debt issuance costs, $2,104,557 in repayments under our term loan with Agile Capital Funding LLC, $1,643,923 in repayments of our revolving line of credit, and $89,909 in repayments under our merchant cash advance agreement.
Net cash provided by financing activities for the six months ended June 30, 2025 was $3,223,112. This was primarily driven by gross proceeds of $4,000,000 from the issuance of common stock in our IPO, $567,722 from common stock issuances under our equity purchase agreement, $615,000 from promissory notes, and $234,157 in net proceeds from a merchant cash advance. These inflows were partially offset by $1,208,498 in offering costs, as well as repayments of a note payable and revolving line of credit.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.
Critical Accounting Policies and Estimates
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (i) the estimate or assumption is complex in nature or requires a high degree of judgment and (ii) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 1 to our financial statements included elsewhere in this proxy statement/prospectus.
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Our critical accounting policies include:
Revenue Recognition
The Company adopted Accounting Standards Codification (“ASC”) 606 upon inception.
To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or services promised within each contract and determined those that were performance obligations, and assessed whether each promised good or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company recognizes revenue at the point of sale. The majority of orders are placed via the Company’s website. Customers generally pay by credit card at the time they place their order. The Company does have larger customers to whom they have extended terms for payment. Generally, payments from these customers are due within 30 days of their order being shipped. However, a few customers have been given terms extending out to 45 days.
Distribution
Wellgistics, LLC provides distribution and third party logistics services to both pharmaceutical manufacturers and independent retail pharmacies. The Company recognizes revenue when goods are delivered to the customer. The gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are considered when estimating the impact of these revenue deductions on gross sales for a reporting period. All revenue for the Company is recognized at the point-in-time when delivered to customer based on contractual obligations. Any amount collected from customers for goods not yet delivered is recorded as unearned revenue.
Wellgistics Pharmacy
The Company is in the retail pharmacy business. and fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. The following are the steps taken to recognize revenue.
Step One: Identify the contract with the customer — The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers the prescription to the customer, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription.
Step Two: Identify the performance obligations in the contract — Each prescription is distinct to the customer.
Step Three: Determine the transaction price — The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies).
Step Four: Allocate the transaction price — The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “stand-alone selling price”.
Step Five: Recognize revenue when or as the entity satisfies a performance obligation — Revenue is recognized upon the delivery of the prescription.
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Business Combinations
The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is not required to provide the information required by this Item 3 as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to the material weaknesses in our internal control over financial reporting described below.
Material Weaknesses in Internal Control Over Financial Reporting
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, management identified material weaknesses in the following components of the COSO framework: control environment, risk assessment, control activities, information and communication, and monitoring. Specifically, the material weaknesses identified relate to the fact that the Company has not yet designed and maintained an effective control environment commensurate with its financial reporting requirements, including: (a) the Company has not yet completed formally documenting policies and procedures with respect to review, supervision, and monitoring of the Company’s accounting and reporting functions; (b) lack of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of information used in the performance of controls; and (c) the Company has limited accounting personnel and other supervisory resources necessary to adequately execute its accounting processes and address its internal controls over financial reporting.
Plan for Remediation
To remediate these material weaknesses, management has implemented or is in the process of implementing the following measures: (i) hiring additional accounting personnel with appropriate technical expertise in U.S. GAAP and SEC reporting; (ii) enhancing internal review procedures for complex accounting transactions; (iii) providing targeted training to existing finance staff on U.S. GAAP and SEC reporting requirements; and (iv) upgrading to NetSuite’s enterprise resource planning system to improve the consistency and accuracy of financial data and reporting processes. Management will continue to monitor the effectiveness of these remediation efforts. However, the material weaknesses will not be considered fully remediated until the applicable controls operate effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation measures described above that remain in progress.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Except with respect to the Company’s on-going liquidity needs, there were no material changes in the risk factors we previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 20, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Set forth below is information regarding securities that we issued during the three months ended June 30, 2026, that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
On April 8, 2026, the Company issued 40,000 shares of common stock to Silverback Capital Corporation in connection with the Company’s purported termination of the Settlement Agreement described elsewhere in this Quarterly Report.
On April 10, 2026, the Company issued 85,465 shares of common stock to Silverback Capital Corporation in connection with the termination described above.
On May 20, 2026, the Company issued 100,000 shares of common stock to Silverback Capital Corporation pursuant to the Settlement Agreement, following the parties’ rescission of the termination described above and reinstatement of the Settlement Agreement.
On May 20, 2026, the Company issued 14,085 shares of common stock to Outside The Box Capital Inc. as consideration for marketing and consulting services rendered to the Company.
On June 22, 2026, our Chairman of the Board and our President and Chief Executive Officer each exercised warrants to purchase 100,000 shares of common stock, for an aggregate of 200,000 shares of common stock.
The foregoing issuances, other than the shares issued to Silverback Capital Corporation pursuant to the court-approved settlement agreement under Section 3(a)(10) of the Securities Act, were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares issued to Silverback Capital Corporation were issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act based upon the fairness determination made by the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida. In each transaction, we did not engage in any general solicitation or advertising and we offered the securities to a limited number of persons with whom we had pre-existing relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to the issuances, making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the shares. The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transactions, other than Dawson James Securities, Inc. acting as placement agent in connection with the May 27, 2026 note offering.
Repurchases
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended June 30, 2026, none of the Company’s directors or officers
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATAMEDS AI, INC. | ||
| Date: August 17, 2026 | ||
| By: | /s/ Prashant Patel | |
| Name: | Prashant Patel | |
| Title: | Principal Executive Officer | |
| By: | /s/ Eric Sherb | |
| Name: | Eric Sherb | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer and Accounting Officer) | ||
| Date: August 17, 2026 | ||
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