NASDAQ: WGRX

On
May 11, 2023, we entered into a Membership Interest Purchase Agreement with Wellgistics LLC and its owners, Strategix Global LLC, Nomad
Capital LLC, Jouska Holdings LLC, and Brian Norton (the “Wellgistics MIPA”), whereby we agreed to acquire all of the issued
outstanding membership interests of Wellgistics LLC. Wellgistics LLC was founded in 2013 and has been continuously operating.

On
August 4, 2023, the Company and Wellgistics LLC amended the Wellgistics MIPA to extend the termination date of the Wellgistics MIPA to
no later than December 26, 2023, and designate Brian Norton as a representative who may act on behalf of all named sellers in the Wellgistics
MIPA. On December 26, 2023, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to March
29, 2024. On March 22, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the termination date to August
31, 2024, and to provide for the Company to extend such date for a maximum of ninety days, among other things.

On
August 23, 2024, the Company and Wellgistics LLC entered into the Fourth Amendment to the Wellgistics MIPA, which amended the purchase
price to be paid by us for acquiring Wellgistics LLC, the closing date of the transaction, and certain other terms and conditions. The
purchase price that we agreed to pay Wellgistics LLC under the revised agreement consists of:

●
a
closing cash payment of $10 million, $1 million of which is payable in immediately available funds to Zions Bank, a creditor of Wellgistics
LLC, by wire transfer, and the remainder of which is due no later than the earlier of 45 calendar days following effectiveness of
this registration statement and August 30, 2025;

●
a
promissory note in the aggregate principal amount of $15 million plus simple interest accruing annually equal to the “Prime
Rate” as published by the Wall Street Journal on January 1 of the applicable year, together payable in three equal annual
installments commencing on the first anniversary of the date that this registration statement becomes effective;

●
bonus
payments in the form of the Company’s common stock equaling an aggregate value of $10 million that vest over three years and
are payable in three equal annual installments;

●
bonus
payments in the form of the Company’s common stock in an aggregate amount of up to $5 million that vest only if certain financial
metrics are met, with unvested shares of common stock subject to repurchase by us for a nominal purchase price if such financial
metrics are not met; and

●
contingent
bonus payments consisting of 50% cash and 50% the Company’s common stock to the extent that our EBITDA is in excess of 110%
of certain established targets for each of the years ended December 31, 2024, December 31, 2025, and December 31, 2026.

4

On
August 30, 2024, we closed on the acquisition of Wellgistics LLC, thereby making Wellgistics LLC—a company focused on wholesale
operations including the distribution and fulfillment of certain pharmaceutical medications to a network of independent pharmacies meant
to improve market access to and patient outcomes regarding the medications—a wholly owned subsidiary of the Company (the “Wellgistics
Acquisition”).

On
November 4, 2024, the Company and Wellgistics LLC further amended the Wellgistics MIPA to convert the $10 million and $5 million respective
bonus payments into an immediate share issuance of 3,999,335 shares of restricted the Company’s common stock. 2,666,223 shares
of common stock vest in equal annual installments over a period of three years. These shares of common stock are not subject to repurchase
by us. 1,333,112 shares have been fully issued, but vest only upon the achievement of certain financial metrics. In the event the stated
metrics for the applicable year are not achieved, we can repurchase the applicable portion of the 1,333,112 unvested shares for nominal
consideration of $0.0001 per share.

On
March 6, 2025, the Company and Wellgistics LLC further amended the Wellgistics MIPA to extend the due date of the $10 million closing
cash payment such that the closing cash payment will be due upon the earlier of (i) 120 calendar days following effectiveness of the
Registration Statement on Form S-1 that we filed with the SEC on July 22, 2024, as subsequently amended and (ii) or August 30, 2025.

We
focus on offering “specialty-lite” or niche pharmaceutical products and services through Wood Sage and support these activities
through Wellgistics LLC. We intend to source and distribute these products to our pharmacy subsidiary and our network of independent
pharmacy partners throughout the U.S., positioning us to negotiate greater discounts based on market share. Our management believes that
our digital pharmacy business, hub and clinical services technology platform, and wholesale distribution operations will place us in
a position to provide significant value in this 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 dollars and accounted for 17.3% of GDP. A deeper dive of this report reveals that total retail prescription drug 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. It is well documented in the literature that the with an expected increase in the health spending share of GDP to 19.7%
by 2032. IQVIA’S 2024 report on medicine spending trends found that overall spending in the U.S. market for medicines reached $435
billion in 2023. 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.

Our
management believes that we will be in a prime position to address prescription spending in the “specialty lite” therapy
area while improving patient health outcomes by equipping patients with innovative digital health tools. Our pharmacy business, acquired
through the Wood Sage acquisition, has expanded our service coverage area while strengthening its clinical expertise in several key therapeutic
categories, including services such as care coordination and patient financial assistance. We anticipates that potential partner relationships
will enable the pharmacy business to offer a competitive cash formulary as an alternative option when high insurance deductibles make
such formulary economically feasible.

Since
acquiring Wellgistics LLC’s wholesale operations, we intend to expand our wholesale activities by continuing to partner with existing,
and establishing new, manufacturer relationships. These relationships will help provide sales and clinical education support to pharmacies
purchasing pharmaceutical products. Our planned wholesale operations will help us strategically identify opportunities to wholesale products
that are normally not carried by the three largest wholesalers in the U.S. Furthermore, these wholesale activities should help us enter
exclusive or semi-exclusive relationships based on a time period to support revenue maximization. We anticipates that new partnerships
with group purchasing organizations “GPOs” will be effective, as such partnerships increase the business division’s
visibility with many of our member pharmacies.

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As
a result of the Wood Sage Acquisition, we acquired the novel DelivMeds technology platform that will serve as a pharmacy hub and allow
for clinical services to be connected to our pharmacy operations. This platform will allow for an end-to-end mobile application solution
whereby patients can digitize their prescription journey. The solution helps to preserve patient autonomy, improve prescription price
transparency, and provide additional concierge services in an effort to boost medication adherence and improve patient outcomes. The
DelivMeds pharmacy hub will aggregate the data collected from administering the software to provide aggregated reports that are tied
to medication adherence and outcomes to make a meaningful impact for all stakeholders involved.

Pharmacy
— Wellgistics Pharmacy

Wellgistics
Pharmacy, was founded in 2011 as a retail community specialty pharmacy. Specializing in HIV/AIDS, the pharmacy obtained accreditation
from the Utilization Review Accreditation Commission and the Accreditation Commission for Health Care for Specialty Pharmacy and has
performed general pharmacy services in its community. In 2018, Integral Health, Inc. a Delaware corporation (“Integral”),
acquired Wellgistics Pharmacy and relocated Wellgistics Pharmacy to Tampa, Florida. Subsequently, Wellgistics Pharmacy expanded its business
operations to perform 340B services by partnering with local clinics and provider groups. During this time period, the pharmacy initiated
its pursuit of additional pharmacy state licenses to convert Wellgistics Pharmacy’s business to 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. As a result
of this strategic business shift Wellgistics Pharmacy’s leadership team chose to voluntarily forfeit Wellgistics Pharmacy’s
specialty accreditations. However, Wellgistics Pharmacy maintains specialty internal standard operating procedures and performs all of
the functions of a specialty pharmacy.

Wellgistics
Pharmacy provides general and specialty pharmacy services dedicated to servicing the needs of patients, and also provides clinical expertise,
technology-driven innovation tools, and administrative efficiencies that support physicians, payers, and pharmaceutical manufacturers.
Wellgistics Pharmacy purchases pharmaceuticals including specialty medications from manufacturers and wholesale distributors, fills prescriptions,
and labels, packages and delivers these pharmaceuticals to patients’ homes or physicians’ offices through contract couriers
or carriers. Wellgistics Pharmacy 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. These relationships help
drive revenue and prescription volume. Wellgistics Pharmacy’s direct ownership of a wholesale entity along with our deep-rooted
ties to other wholesalers enables Wellgistics Pharmacy to offer a competitive cash-based formulary for the uninsured and underinsured
patient populations. Wellgistics Pharmacy continues to see an uptick in utilization, as more patients elect to pay out of pocket due
to our low-cost model, which Wellgistics Pharmacy believes is an opportunity to gain market share with small- to medium-size employer
groups in a partnership model with other consumer driven healthcare companies. The services that Wellgistics Pharmacy provides to its
patients and other constituents are vital to the revenue and prescription volume generated from this division.

Wellgistics
Pharmacy’s general and specialty pharmacy services include:

●
Patient
Care Coordination: Wellgistics Pharmacy’s dedicated pharmacy team coordinates and tracks patient adherence and safety.
Pharmacists and pharmacy technicians work together to complete patient enrollment and work with prescribers to identify potential
adherence failures and implement proactive plans to optimize treatment effectiveness.

●
Clinical
Services: Wellgistics Pharmacy’s pharmacists, with the assistance of pharmacy technicians, provide clinically-based
drug therapy management programs for clients and patients. These programs include new disease state counseling, adverse event monitoring,
refill check-ins, and overall medication therapy management (“MTM”) services. Wellgistics Pharmacy’s pharmacists’
work with patients’ prescribers to identify adherence failures and to implement a proactive plan to achieve intended effectiveness.
Wellgistics Pharmacy also provides emergency pharmacy support services.

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●
Compliance
and Persistency Programs: Wellgistics Pharmacy’s compliance and persistency programs support the needs of patients
based on their therapy regimen. High-risk patients are proactively managed by Wellgistics Pharmacy’s pharmacy teams to ensure
adherence to therapy programs. Wellgistics Pharmacy offers special compliance packaging including unit dose and blister packs to
promote patient adherence.

●
Patient
Financial Assistance: Wellgistics Pharmacy’s pharmacy team, in conjunction with its partners, assists patients by navigating
their benefits and finds third-party financial assistance to address coverage deficiencies. When available, Wellgistics Pharmacy
works with available co-pay assistance programs, including co-pay card enrollment and program management. Wellgistics Pharmacy’s
team also coordinates with many external charitable foundations and research grant organizations that help subsidize the cost of
medications for patients.

●
Prior
Authorization: Wellgistics Pharmacy’s pharmacy team, in conjunction with its partners, assists in coordinating with
prescribing physicians and their staff, contacts the patient’s insurance plan and collects all necessary patient specific information,
together with supporting documentation, to provide to the appropriate third party to support reimbursement for the prescribed medication.
If the required therapy is not listed on the third-party payer’s formulary, Wellgistics Pharmacy compiles the necessary information
to file a formulary exception on behalf of the patient.

●
Risk
Evaluation and Mitigation Strategy: Wellgistics Pharmacy’s pharmacy team administers Risk Evaluation and Mitigation
Strategy (“REMS”) protocols on all levels of risk mitigation, which is required by many pharmaceutical manufacturers
due to regulatory requirements. The United States Food and Drug Administration (the “FDA”) requires REMS from certain
manufacturers to ensure that the benefits of a drug or biological product outweigh its risks. Manufacturers are required to comply
with specific FDA requirements that may include medication use guides, black box warnings/patient package insert language, and a
communication plan to healthcare providers. As part of REMS protocols, manufacturers may also be required to comply with Elements
to Assure Safe Use (“ETASU”) to mitigate a specific serious risk listed in the labeling of the drug, including specialized
training and certifications, required dispensing locations, patient monitoring, and associated reporting. Wellgistics Pharmacy has
standard operating procedures in place to support all aspects of a REMS program, including REMS administration, REMS drug fulfillment,
disease management, medication guide dispensing, and the ETASU specific to a pharmaceutical manufacturer’s program.

The
current Wellgistics Pharmacy revenue model is based on prescription fulfillment and reimbursement from payors (i.e., insurance companies/pharmacy
benefit managers) and patient copayments for prescription drugs. Wellgistics Pharmacy performs and absorbs the cost of the general and
specialty pharmacy services. The value of the combined Wellgistics Pharmacy and DelivMeds model is to the opportunity to centrally perform
the general and specialty services on behalf of our network of independent pharmacies, leveraging proprietary technology solutions thereby
reducing network pharmacy administrative burden and associated costs. Our current financials do not reflect income for these general
and specialty services on behalf of the network partner pharmacies. In the near future, we expect that our model will generate recurring
SaaS transaction fees for use of our technology to transfer prescriptions into the network. Revenue driven by this model will be derived
from pharmaceutical manufacturers and other strategic channel partners paying for the following services: patient care coordination,
clinical services, compliance and persistency programs, patient financial assistance, prior authorizations and access to data.

Wholesale
— Wellgistics LLC

Wellgistics
LLC was founded in 2013 and is a 50-state FDA licensed and National Association of Boards of Pharmacy (“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. Since we acquired Wellgistics LLC, it has served,
and will continue to serve, as the wholesale arm of our healthcare ecosystem.

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Wellgistics
LLC provides distribution and 3PL services to both pharmaceutical manufacturers and independent retail pharmacies. With over 60 manufacturing
relationships, Wellgistics LLC identifies niche therapeutic products and works 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 approximately 65% topical generics with
a primary focus on the dermatology market, approximately 20% oral generic formulations primarily in the non-narcotic pain category, approximately
10% oral and topical brand formulations, and approximately 5% in the over-the-counter market space. Wellgistics LLC’s 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. The services provided to our manufacturing clients, pharmacy buyers, and other constituents described
below are paramount to the revenue generated from this division.

Wellgistics
LLC’s wholesale services include:

●
Distribution:
Wellgistics LLC’s distribution segment specializes in distributing branded and generic pharmaceuticals, as well as over-the-counter
healthcare and consumer products throughout the United States. Wellgistics LLC’s primary distribution center is located in
Lakeland, Florida and another facility is located in Columbus, Ohio. The Wellgistics LLC main office is located in Tampa, Florida,
which serves as the primary location for Wellgistics Health’s sales and customer service team members operate in a hybrid model,
with some working in Florida and others working remote. This segment is dedicated to supporting independent retail pharmacies in
search of competitive pricing, unique products, and exceptional services, ensuring their growth and sustainability within the competitive
pharmaceutical sector.

●
Third-Party
Logistics: Wellgistics LLC’s 3PL segment focuses on providing various services, including warehousing, inventory management,
pick and pack, and shipping, to small and mid-size pharmaceutical manufacturers. By investing in FDA-regulated warehouse facilities
and a state-of- the-art cold chain infrastructure, Wellgistics LLC ensures the highest standards of product integrity and timely
delivery. This segment allows Wellgistics LLC to offer comprehensive supply chain solutions to both manufacturer partners and independent
retail pharmacies.

Technology
(Hub & Clinical Services) — Alliance Pharma Solutions, LLC (dba DelivMeds)

DelivMeds
was founded in 2017 as a holding company for technology solutions wholly owned by Integral. In 2020, DelivMeds recommissioned its technology
project so that it would serve as a pharmaceutical hub, facilitating prescription transfer and clinical concierge services to a network
of independent pharmacies. Powered by Wellgistics Pharmacy as the backend pharmacy, DelivMeds 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 Plans (“PBMs”), and Pharmaceutical Manufacturing Companies.

DelivMeds
aims to preserve patient autonomy, improve price transparency, and aide in making a meaningful impact on patient outcomes by eliminating
barriers to therapy while simultaneously boosting adherence. We will 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. DelivMeds’ 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. Wood Sage acquired DelivMeds in August 2023, and we acquired Wood Sage in June 2024. We anticipate that DelivMeds will serve
as the middleware technology arm to our integrated healthcare ecosystem.

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DelivMeds’
hub and clinical services include:

●
Robust
Hub Pharmacy Network: DelivMeds has relationships with multiple entities (i.e., pharmacy management software (“PMS”)
systems, wholesalers, buying groups, secondary channel partners, etc.) and their pharmacy networks to provide a robust pharmacy network
for prescription dispensing services which spans across all 50 states.

●
Patient
Care Coordination: DelivMeds’ dedicated pharmacy team coordinates and tracks patient adherence and safety. Pharmacists
and pharmacy technicians work together to complete patient enrollment and work with prescribers to identify potential adherence failures
and implement proactive plans to optimize treatment effectiveness.

●
Clinical
Services: DelivMeds’ pharmacists, with the assistance of its pharmacy technicians, provide clinically based drug therapy
management programs for clients and patients. These programs include new disease state counseling, adverse event monitoring, refill
check-ins, and overall MTM services. DelivMeds’ pharmacists’ work with patients’ prescribers to identify adherence
failures and to implement a proactive plan to achieve intended effectiveness. DelivMeds also provides emergency pharmacy support
services. DelivMeds’ pharmacists also provide phone, email, and chat support. In the near future, DelivMeds will begin providing
many of these services virtually, through its tele-pharmacy program to make it easier for patients to connect with clinical pharmacists
from its mobile application.

●
Patient
Compliance Programs: DelivMeds’ compliance and persistency programs support the needs of patients based on their therapy
regimen. DelivMeds facilitates screening and follow-up with high-risk patients based on concomitant medications to ensure compliance
with therapy programs. DelivMeds’ data analytics platform aggregates adherence data to identify these patients to allow for
proactive interventions to ensure adherence to therapy programs.

●
Benefits
Investigation: DelivMeds’ standard procedures require that DelivMeds conducts a benefits investigation for each patient.
In addition to verifying patient eligibility, DelivMeds screens for prior authorization status prior to adjudicating the claim and
also determine the projected deductibles, coinsurance, and out-of-pocket maximums to assist the patient with adhering to therapy
programs and/or working with the prescriber to identify alternative recommendations. DelivMeds’ specialists provide all necessary
coding for the prescribed therapy or service. Any prior authorization or predetermination requirements are defined at the time of
the benefits investigation.

●
Patient
Financial Assistance: DelivMeds’ pharmacy team, in conjunction with its partners, assists patients by navigating their
benefits and finds third-party financial assistance to address coverage deficiencies. When available, DelivMeds works with available
cash drug discount providers, manufacturer co-pay cards, co-pay payment plans, including co-pay card enrollment and program management.
DelivMeds’ team also coordinates with many external charitable foundations and research grant organizations that help subsidize
the cost of medications for patients.

●
Prior
Authorization: DelivMeds’ pharmacy team, in conjunction with its partners, assists in coordinating with the prescribing
physicians and their staff, contacts the patient’s insurance plan and collects all necessary patient specific information,
together with supporting documentation, to provide to the appropriate third party to support reimbursement for the prescribed medication.
If the required therapy is not listed on the third-party payer’s formulary, DelivMeds compiles the necessary information to
file a formulary exception on behalf of the patient. These services work to minimize prescription abandonment while simultaneously
improving outcomes and revenue optimization for provider groups and pharmaceutical manufacturing clients.

●
Data
Access & Reporting: DelivMeds’ hub platform technology is able to produce de-identified customizable reports tailored
to the requirements of each channel partner. These reports enable clients to conduct data mining on prescribing patterns, insurance
coverage, and track and trace dispositions status, among many others. DelivMeds’ technology arm has also created real-time
data dashboards for enterprise clients such as Account Care Organizations (“ACOs”), payors, and health systems.

●
AI
Driven Technology: DelivMeds’ hub platform uses artificial intelligence to facilitate a convenient and easy-to-use
pharmacy experience for users of DelivMeds’ digital pharmacy and mobile technology solutions. DelivMeds’ smart algorithm
conducts efficient routing of prescriptions to partner pharmacies based on PBM/payor contracts, pharmacy state licenses, pricing,
and other location features such as hours of operations and service level provided, thereby eliminating delays with receiving prescription
products and time to initiate therapy. DelivMeds’ application will also auto-apply discount and manufacturer copay cards based
on eligible commercial plans or cheaper cash options.

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●
Optimized
Prescription Journey: DelivMeds’ mobile technology provides an easy button for refill reminders and processing, which
can be initiated by the dispensing pharmacy or the patient. Reminders in the form of push notifications, texts, and emails are all
configurable. Through our application and with our integrated pharmacy partners, DelivMeds’ is able to provide the end-to-end
solution, assisting with co-pay collection, providing 100% pass through to DelivMeds’ integrated partner pharmacies, and arranging
for the delivery of that medication via DelivMeds’ nationwide partnerships with Lyft and Roadie.

The
5P-Model

We
aim to provide value to all stakeholders along the continuum of healthcare delivery in what is known as its 5P-Model: Patients, Providers,
Pharmacies, Payors or PBMs and Pharmaceutical Manufacturing Companies. We believe that the combined synergies of our subsidiaries will
position us uniquely to increase patient medication adherence, improve price transparency for all stakeholders, and provide an all-around
better patient/pharmacy centric experience.

Patients

Our
core focus is on patients and our DelivMeds technology platform helps patients adhere to complex medication therapies, process refills
and manage any side effects and insurance concerns to ensure they get the best standard of care. The clinical efficacy of drug therapies,
especially for chronic conditions, is typically enhanced when patients precisely follow their prescribed treatment regimens (including
dosing and frequency). We further believe that medication non-adherence (i.e., patients not following the instructions for their medication
or failing to finish taking their medication) can contribute to a substantial worsening of disease and, in some cases, accelerated mortality,
which increases hospital and other healthcare costs. Through DelivMeds, we have established benchmarks for patients based on the Healthcare
Effectiveness Data and Information Set (“HEDIS”), National Committee for Quality Assurance, and Utilization Review Accreditation
Commission (“URAC”) standards to help patients achieve adherence rates greater than 80 – 90% based on the disease state.
We also help identify third-party funding support programs through DelivMeds to help cover expensive out-of-pocket costs.

Our
DelivMeds technology platform helps manage patients’ complex disease states through counseling and education regarding their treatment
and by providing ongoing monitoring and, in some cases, proactive follow-up contact to encourage patient adherence to their prescribed
therapy. The goal of DelivMeds’ patient care programs is to provide clinical services in a caring and supportive environment, optimize
medication adherence, prevent disease progression and improve therapeutic effectiveness. To accomplish this, we, through DelivMeds, focus
on each patient and provide solutions related to medication access, tolerance and adherence. Further, DelivMeds’ digital pharmacy
concept with mobile technology is able to provide these additional benefits:

●
Autonomy:
Patients will be able to select the pharmacy of their choice based on a proprietary algorithm that factors numerous variables and
data points for “smart” selection.

●
Convenience:
The ability to receive medication via same-day delivery, mail order and or pick up options. Patients do not need to wait in long
lines or waste time. They have a plethora of network pharmacies to choose from.

●
Transparency:
Easy to use application that provides streamlined information and fair market value pricing for services rendered.

●
Cost
Savings: Competitive pricing with options to process via insurance, cash and or with a drug discount card.

●
Clinical
Value: A complete arsenal of clinical services bundled with the application from telehealth, tele-pharmacy, Rx interaction reports,
basic disease and drug information and refill reminder programs.

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Providers

Our
team will work with provider offices, groups, and ACOs to manage prior-authorization and other managed care organization requirements,
such as the denial and appeal process, to ensure that complicated administrative tasks do not impair the delivery of quality patient
care. Our focus on “specialty-lite” and general maintenance conditions will enable us to develop strong relationships with
clinical experts and thought leaders in key therapeutic categories. We will leverage these relationships to gain greater visibility into
future drug launches and to stay current on the latest advances in patient care.

We
will assist prescribers with personalized and intensive patient support by providing care management related to their patients’
pharmacy needs and improving patient adherence to therapy protocols. We hope to eliminate the need for physicians to carry inventories
of high-cost prescriptions by distributing medications directly to patients’ homes via the DelivMeds network of independent partner
pharmacies. We will also assist providers and their clinical and non-clinical staff members by performing many of the administratively
intensive tasks associated with benefits investigations, prior authorizations, and other reimbursement-related matters. Further, we will
assist physicians by helping their patients manage the side effects of their therapies and by monitoring adherence. We also will deliver
clinical updates in the form of reporting. These reports will be tailored to each organization’s requests by our data analytics
team. These physicians will provide clinical updates and assist with managing the pipeline of potential new therapies. our custom de-identified
reports will shed light on patients that enroll into patient compliance programs and also provide keen insights on engagements and or
interventions made. Our goal is to improve the renumeration potential for these providers by boosting medication adherence and improving
their HEDIS scores. Further, our digital pharmacy concept with mobile technology will be able to provide these additional benefits:

●
Reporting:
Providers too often are disconnected with patients once they leave the practice. Prescriptions can be stopped months before the next
office visit, adverse reactions or side effect develop or the medication is transferred to another pharmacy without provider knowledge.

●
Adherence:
Reports demonstrate compliance or adherence issues that can alert providers to become engaged sooner rather than later. The solution
we are developing will enable providers to receive data on an easy to use and customizable dashboard that will allow providers to
tweak variables associated to adherence.

●
HEDIS:
HEDIS is one of health care’s most widely used performance improvement tools. Providers are often reimbursed based on their
performance in managing patients. The combination of clinical and concierge services help improve adherence to therapy which in turn
boosts HEDIS scores for providers.

●
Convenience:
An all-in-one solution that provides an integrated healthcare ecosystem that revolves around the patient. Instead of sending prescriptions
to multiple pharmacies, providers can select one pharmacy which empowers the patient to pick and choose what variables are important
to them for dispensing.

●
Efficiency:
DelivMeds assists patients with locating the best option for their needs while also coordinating benefits such as prior authorizations,
applying manufacturing copay cards, analyzing formularies, etc.

Pharmacies

Wellgistics
Pharmacy acts as a digital non-dispensing pharmacy with the primary goal of routing prescriptions to an independent partner pharmacy
based on, for example, patient preference, pharmacy capability, and access to prescription drugs. In the event that a patient elects
mail order service delivery, we intend to use the back-end pharmacy to fulfill the prescription for the patient. Our relationship with
our network of independent pharmacies is expected to help grow their business organically by transmitting prescriptions that we will
be able to adjudicate without disrupting pharmacy workflow and causing undue delay to patients. Our networks will be broken down into
the following categories:

●
Integrated
Network: in-network independent pharmacies utilizing Best Rx as their PMS system where our hub technology platform will be able
to electronically transfer prescriptions due to the integrations with the software.

●
Soft
Network: in-network independent pharmacies that are not integrated and receive prescriptions transfer via facsimile transmission.
This capability will enable us to onboard any of the independent pharmacies in the U.S.

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●
Retail
Network: out of network pharmacies that have not onboarded with DelivMeds. Patients reserve the right to have their prescription
sent to any of the 65,000+ pharmacies in the U.S. However, they will be unable to manage the prescription via DelivMeds mobile technology.

●
Mail
Order Network: Wellgistics Pharmacy will serve as our in-network independent pharmacy when patients elect to receive their prescriptions
via mail.

Our
management believes DelivMeds’ digital pharmacy concept with hub services will be able to provide the following benefits to partner
pharmacies who join the DelivMeds’ network:

●
Streamlined
Workflow: A key differentiator when compared to other applications or programs claiming to have similar capabilities as DelivMeds
is workflow system integration. DelivMeds integrates with pharmacies’ PMS systems in conjunction with workflow processes to
provide an interoperable solution, resolves PAs before the prescription is sent to pharmacy, provides copay collection which is 100%
pass through and coordinating the order delivery;

●
Increased
Revenue: Participation in the network will enable pharmacies to receive additional prescriptions outside of their normal patient
base. An increase in prescription count will lead to an increase in revenue. Many of the services provided by DelivMeds also eliminate
overhead expenses through automation and patient engagement via the app;

●
Larger
Patient Diversification: Opportunity to scale and reach more patients that may not have heard of the pharmacy. Through the proprietary
“smart” pharmacy algorithm, pharmacies are presented to patients based off of their merit and services rendered; and

●
Additional
Renumeration Opportunities: Every prescription dispensed through the network partners will have an opportunity to engage in clinical
education services via tele-pharmacy. These consultations provide a unique renumeration opportunity to bill for clinical services
with our easy-to-use technology.

Pharmaceutical
Manufacturing Companies

We
expect that we will be able to provide pharmaceutical manufacturers with a strong distribution channel for existing pharmaceutical products
through the coverage and clinical expertise of Wellgistics LLC’s main distribution facility in Lakeland, Florida and supporting
regional locations. In many cases, our national presence and patient centric care model will be critical to becoming a selected partner
in the launch of new products. When providing new products to patients, implementing a monitoring program through DelivMeds to promote
adherence to the prescribed therapy, and subsequently aggregating valuable clinical information on behalf of the manufacturer can significantly
aid in pharmaceutical manufacturers’ evaluations of product efficacy and general market access. DelivMeds receives fees, which
we will record as revenue, from certain pharmaceutical manufacturers in return for providing them with a reliable hub pharmacy network
and the associated data in the form of reporting or a real-time data analytics dashboard, among other services.

DelivMeds
offers specialized and highly customized prescription programs for pharmaceutical companies to help them optimize, encourage, and track
patient adherence, which helps drive the clinical and commercial success of “specialty-lite” and other drug products. Through
DelivMeds’ customer engagement call center, DelivMeds promotes educational, sales, and marketing-related services to help pharmaceutical
manufacturers cultivate channel strategies as part of their commercial launch preparation, specifically with pharmacy buyers. DelivMeds
further provides pharmaceutical manufacturers with an established distribution channel for their existing pharmaceuticals and their new
product launches. In some cases, DelivMeds believes that these engagements have led to exclusive rights to administer the products of
these pharmaceutical companies or a trial period of exclusivity. The adherence rates that result from the patient-centered services directly
benefit pharmaceutical manufacturers through clinically appropriate continuity of care of patients that utilize their products who might
otherwise have not achieved full benefit from, or failed to achieve the benefit from, their prescribed therapies. In addition, the financial
assistance and reimbursement management DelivMeds provides to patients from the digital pharmacy division acts further to drive pharmaceutical
sales.

Pharmaceutical
manufacturers frequently seek patient data on the efficacy and utilization of their products, which DelivMeds provides in a de-identified
format compliant with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). These data provide valuable
drug level and clinical information in the form of effectiveness and adherence data to manufacturers to aid in their evaluation of product
safety and efficacy. DelivMeds continues to make significant investments in technological upgrades that will enable Wellgistics Health
to better provide such analytical services.

12

We
intend to actively monitor the drug pipeline and maintain dialogue with a significant number of biotechnology and pharmaceutical manufacturers
to identify opportunities in pre- and peri-commercial stages of drug development. We believe that limited distribution has become the
delivery system of choice for many drug manufacturers because it is conducive to smaller patient populations, facilitates high patient
engagement, provides clinical expertise, and elevates focus on service, managing drug supply, real world utilization and patient specific
product experience. We also believe the trend toward limited distribution of specialty drugs will continue to expand, making strong representation
in this area essential. The DelivMeds digital pharmacy concept with hub services can provide these additional benefits to partner pharmacies
who join DelivMeds’ network:

●
Reporting:
One of the main components that demonstrates value for manufacturers is reporting metrics. DelivMeds is able to provide customized
reporting on a granular level from its centralized database of pharmacies within the network. This in turn drives value across the
supply chain as DelivMeds uses these rebates or subsidies to drive down costs in other areas for patients, creating a holistic value-based
system.

●
Compliance:
Provider and pharmacy compliance through patient engagement within the app enables DelivMeds to ensure there are no gaps in therapy
by executing and implementing refill reminder programs, working with providers on prior authorizations, automating refill requests,
applying copay assistance programs, etc. Tied to prescription adherence, most patients discontinue therapy within the first couple
of weeks of starting a regimen. By creating concierge services powered by retail pharmacists through our technology platform, DelivMeds
provides pharmacists with an opportunity to get involved and make impacts before a patient discontinues therapy. In the event the
retail pharmacist cannot assist, DelivMeds utilizes its network of clinical pharmacists to resolve patient concerns or potential
red flags triggered by our application.

●
Wholesale
Operations: Through its wholesale operations, Wellgistics LLC is able to provide pharma companies with the ability to leverage
Wellgistics LLC’s distribution network of over 5,000 participating pharmacies and serve as a single point for contracting.
Wellgistics LLC is able to handle the ordering and returns associated with product purchases while also working with the pharmacies
on fee collection and billing cycles. The ability to eliminate charge backs and effectively conduct revenue cycle management due
to our cash flow serves as a win-win strategy for all.

●
Third-Party
Logistics Provider: Wellgistics LLC’s warehouse operations can assist new manufacturers with the ability to pick, pack,
and ship orders with Wellgistics LLC’s multi-state distribution centers. This removes added operational costs with setting
up services in house along with the multitude of operational and administrative costs.

●
Integrated
Pharmacy Network with Key Performance Indicators: DelivMeds has a robust network of pharmacy providers that span traditional
enterprise, regional enterprise, and independent pharmacies via Integral platform and mail order options that are multi-state licensed.
Within this vast network, DelivMeds has carved out a preferred network that is continuously evaluated on key performance indicators
such as prescription adherence, refill percentage, prior authorization success, prescription turnaround therapy and prescription
days covered. These performance indicators are benchmarks for several national accrediting bodies in pharmacy and are used as the
gold standard in selecting pharmacies to have preferred distribution channels for manufacturer direct relationships.

Payors
& Pharmacy Benefit Managers

The
last component of the 5P-Model consists of payors and PBMs. With the increasing trend of vertical integration in healthcare, the industry
is seeing more alignment across payors, PBMs, pharmacies, specialty pharmacy, digital health, primary care, and in home medical services.
The notable acquisitions in the payor and PBM space include CVS/Caremark and Aetna, United Healthcare and Optum Rx, and Cigna and Express
Scripts. Many of the other PBMs have similar relationships including Prime Therapeutics and Blue Cross Blue Shield, Humana and DST Solutions,
and the recent acquisitions made by Anthem.

13

With
healthcare systems shifting from fee-for-service to value-based care, these companies are looking for strategic acquisitions or partnerships
to taper the rising cost of healthcare. Self-funded organizations are on the rise and added government and regulatory pressure on the
PBM industry as a whole is priming this market to re-evaluate antiquated business models and foster an environment with better pricing
transparency. Managed care models such as per member per month with revenue sharing on savings has become largely popular in the healthcare
space. Although we currently are not servicing a payor or PBM today, we see this as an opportunity to penetrate this market based on
synergistic services aimed at controlling high drug spend and improving patient outcomes. Further, our management believes that DelivMeds’
digital pharmacy concept with mobile technology is able to provide payors and PBMs with aggregate data to provide these additional benefits:

●
Compliance
(Programs): Enrolling patients into loyalty programs that rewards them for adherence to therapies, participation or patient engagement
in clinical education programs that directly impact patient behavior and refill reminder programs to alert patients to stay on top
of medication management.

●
Compliance
(Therapy): Programs with healthcare professionals spanning from Board-Certified Medical Providers for telehealth services to
Clinical Pharmacists for tele-pharmacy services such as initial prescription counseling, monitoring side effects, adverse drug event
reporting and MTMs.

●
Compliance
(Costs): Providing patients with cash-alternative options to supplement the expenses of insurance-based services. For payor’s
lacking an integrated PBM, DelivMeds can serve as an integrated healthcare ecosystem providing mail order service, an integrated
pharmacy network, and wholesale prescription acquisition pricing.

●
Compliance
(Transportation): A well-known barrier to patient adherence for medical visits and prescription therapy is transportation impediments.
DelivMeds solves this issue for patients by working with national delivery partners and getting meds to the doors of patients.

●
Reducing
Expenses: Through the various synergistic clinical programs, DelivMeds plays a direct role in improving patient outcomes which
aid payors and PBM’s in reducing long-term costs associated with nonadherence such as hospitalizations and procedures.