UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Check
the appropriate box:
| ☐ |
Preliminary
Information Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☒ |
Definitive
Information Statement |
Wellgistics
Health, Inc.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check all boxes that apply):
| ☐ |
Fee
paid previously with preliminary materials. |
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE
OF ACTIONS BY WRITTEN CONSENTS OF HOLDER OF
NOT
LESS THAN A MAJORITY OF THE AGGREGATE VOTING POWER
OF
ALL OUTSTANDING SHARES OF CAPITAL STOCK OF WELLGISTICS HEALTH, INC.
Dear
Wellgistics Health, Inc. Stockholders:
The
purpose of the enclosed Information Statement of Wellgistics Health, Inc., a Delaware corporation (the “Company”), is to
inform you of actions taken by written consent of holders of a majority of the aggregate voting power of all outstanding shares of capital
stock of the Company (the “Majority Holders”) on October 1, 2025 to remove each of Rebecca Shanahan and Michael Peterson
(the “Removals”) from the Board of Directors of the Company (the “Board”), without cause (the “Actions”).
For more information on the Actions, see the section entitled “Background and Reasons for Actions.”
The
Majority Holders are the beneficial and record owner of not less than a majority of the aggregate voting power of all outstanding shares
of capital stock of the Company entitled to vote generally in an election of directors as of the Record Date (as defined below). As of
the close of business on the Record Date, The Majority Holders owned beneficially and of record shares of the Company’s common
stock, representing approximately 55.5% of the Company’s total voting power (for more information see, “Security Ownership
Of Certain Beneficial Owners And Management”). The enclosed Information Statement shall be considered the notice required under
Section 228(e) of the General Corporation Law of the State of Delaware (the “DGCL”).
The
Board is not soliciting your consents or your proxies in connection with the Actions, and no consents or proxies are being requested
from stockholders. The Majority Holders took the Actions without a meeting by delivering to the Company written consents representing
49,825,505 shares of Common Stock, which was approximately 55.5% of the aggregate voting power of all outstanding shares of capital stock
of the Company entitled to vote as of the Record Date. Accordingly, under Delaware law, the Actions became effective upon delivery of
the Consent (as defined below) to the Company on October 1, 2025.
Though
the Company did not participate in the solicitation of stockholder consents that resulted in the taking of the Actions by the Majority
Holders, the Company is furnishing the enclosed Information Statement to the holders of record of common stock of the Company, as of
the close of business on October 1, 2025 (the “Record Date”) to comply with the requirements of Regulation 14C under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 228(e) of the DGCL.
The
Company will first mail the Information Statement on or about October 31, 2025 to our stockholders of record as of October 1, 2025.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN
PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C AND PURSUANT TO SECTION
228(e) OF THE DGCL.
THE
COMPANY IS NOT ASKING YOU FOR A CONSENT OR PROXY AND YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
| |
/s/ Prashant
Patel |
| |
Prashant
Patel |
| |
President |
October
31, 2025
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
PURPOSE
OF INFORMATION STATEMENT
This
Information Statement advises stockholders of the Company of the Actions taken by written consent of the Majority Holders on October
1, 2025 (the “Consent”) to remove each of Rebecca Shanahan and Michael Peterson from the Board, without cause, as further
described below. The Majority Holders are the beneficial and record owner of not less than a majority of the aggregate voting power of
all outstanding shares of capital stock of the Company entitled to vote generally in an election of directors as of the Record Date.
This
Information Statement does not relate to the Company’s 2026 annual meeting of stockholders, for which the Company will be separately
soliciting proxies.
BACKGROUND
AND REASONS FOR THE ACTIONS
The
Removals
On
October 1, 2025, the Majority Holders acted by written consent to remove Rebecca Shanahan and Michael Peterson without cause as directors
of the Company.
After
the Actions, on October 6, 2025, the Company announced that Donald Anderson resigned from the Board, effective October 2, 2025. Prior
to his resignation, Mr. Anderson served as a member of the Company’s Audit Committee (the “Audit Committee”).
On
October 2, 2025, the Board elected Donald Fell, Prashant Patel, Steven D. Lee, and Howard Doss to the Board to serve as directors. The
Board has since appointed Mr. Fell to serve on the Nominating Committee and Compensation Committee of the board of directors, Mr. Lee
to serve on the Ethics Committee of the board of directors, and Mr. Doss to serve as the chairman on the Audit Committee of the board
of directors. Mr. Patel was appointed as the President of the Company by the Board. Mr. Fell, Mr. Lee, and Mr. Doss will be “independent”
directors as defined under applicable rules of NASDAQ and the SEC. Mr. Patel is not independent as a result of his position as President
of the Company.
| Names
of New Directors |
|
Age |
|
Position
with Company |
| Donald
Fell |
|
79 |
|
Director |
| Prashant
Patel |
|
51 |
|
Director |
| Steven
D. Lee |
|
56 |
|
Director |
| Howard
Doss |
|
71 |
|
Director |
Donald
Fell
Donald
Fell’s career has spanned over 40 years with a variety of academic and business organizations. He has served as an independent
director of the following public companies: TRxADE HEALTH, INC. and Trxade Nevada from January 2014 until 2024; Aesther Healthcare Acquisition
Corp. from 2021 – 2023; Oceantech Acquisition Corp. from 2022 through 2023; Semper Paratus Acquisition Corp. from 2023 through
2024; Kernel Group Holdings Corp. from 2023 through 2024 and Powerup Acquisitions Corp. from 2023 through 2024. He also formerly served
on the board of Fiona Consumer Products Pvt. Ltd. (Delhi, India).
He
presently serves as independent director for the following corporations: Integrated Wellness Acquisition Corp. since 2023; Scienture
Holdings, Inc. since 2024; Aspire Biopharma Holdings, Inc. since 2025; Crown Reserve Acquisition Corp. since 2025. He serves on the audit,
compensation, governance and nominations committees for those companies. He presently serves as special advisor to the University of
South Florida Economics Department.
From
1992 - 2025 he served as Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct
graduate professor of economics for the University of Colorado, Colorado Springs. Mr. Fell previously held positions with the University
of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the
Public Policy Institute from 1995 to 2012. Mr. Fell was also a visiting MBA professor at the University of LaRochelle, France, and an
adjunct professor of economics at both Illinois State University and The Ohio State University. He has served as a manufacturing engineering/econometric
consultant to Sundstrand Corporation and consultant to a variety of non profit organizations.
Mr.
Fell holds undergraduate and graduate degrees in economics from Indiana State University and has all but dissertation (ABD) in economics
from Illinois State University. In his academic positions he has lectured throughout the U.S., Canada, the Islands, Eastern Europe and
Asia on global economics and environmental economics topics.
Prashant
Patel
Prashant
Patel previously served as a Director, Chief Strategy Officer and Vice Chairman of the Board of Directors of the Company from 2023
until his resignation on August 8, 2025 . Mr. Patel served on the board of Scienture from its acquisition of TRxADE Group, Inc., a Nevada
corporation on January 8, 2014, until January 16, 2025. He is an entrepreneur and a registered Pharmacist with experience in multiple
aspects of the pharmaceutical supply chain. He started several starts ups including Retail/Community Pharmacy before expanding into pharmaceuticals
distribution and sales, focusing on pharmaceutical disposal and reverse distribution. He has also been a consultant to several return
logistics pharmaceutical companies over the years. Mr. Patel possesses an excellent vision to bring transparency, efficiency and cost
benefits to US pharmaceutical channel partners. After graduating with a BPharm from University of Nottingham/UK, Mr. Patel completed
MSC in Transport, Trade & Finance from Cass Business School, City University, UK.
Steven
D. Lee
Steven
D. Lee has been a law partner with Foundation Law Group, LLC, since 2017. Mr. Lee has over 25 years’ experience in counseling
public and private companies. Mr. Lee is a proven attorney and business advisor, with a track record of helping companies access capital,
scale, and strengthen governance. He is skilled at working with boards, management teams, and investors to craft financing strategies
that fuel growth while protecting shareholder value. He has decades of demonstrated success in structuring and negotiating equity and
debt capital, leading M&A transactions, and guiding private and public companies through IPOs, restructurings, complex financings
and business transactions. He has a BA from the University of Washington and a law degree from Stanford University, where he formerly
served on the Stanford Law School Board of Visitors.
Howard
Doss
Howard
Doss is a seasoned chief financial officer and accountant with more than four decades of experience in finance, accounting, and investment
management. He served as Chief Financial Officer of PowerUp Acquisition Corp. (now Aspire Biopharma, Inc., Nasdaq: “ASBP”)
from August 2023 to February 2025 and, since July 2025, has served on its Board of Directors as Chair of the Audit Committee. Previously,
he was Chief Financial Officer of Kernel Group Holdings, Inc., and in 2021, he became Chief Financial Officer of Aesther Healthcare Acquisition
Corp., a special purpose acquisition company, where he remained until it completed its initial business combination in February 2023.
He also served as Chief Financial Officer of Trade Health, Inc., a health-related online marketplace traded on Nasdaq under the symbol
“SCNX”.
Earlier
in his career, Mr. Doss worked in both accounting and investment management. He began with Seidman & Seidman (BDO Seidman, Dallas)
in 1977, then joined Van Kampen Investments in 1980, where he opened the firm’s Southeast office in Tampa, Florida, in 1982. He
remained with Van Kampen until 1996, when he joined Franklin Templeton. He later worked with the Principal Financial Group in Tampa and
went on to serve as City Executive for U.S. Trust in Sarasota, Florida, overseeing services for high-net-worth individuals until his
retirement from that role in 2009. From 2010 to 2012, he served as CFO and Director of Sansur Renewable Energy, an alternative energy
development company. Since 2005, he has also been President of STARadio Corp.
Mr.
Doss is a member of the American Institute of CPAs and a graduate of Illinois Wesleyan University.
VOTES
REQUIRED
The
Board is not soliciting your consent or your proxy in connection with the Actions, and no consents or proxies are being requested from
stockholders.
Section
228 of the DGCL provides that stockholders of the Company may act by written consent without a meeting unless a corporation’s certificate
of incorporation otherwise provides. The Certificate of Incorporation does not otherwise provide; therefore, stockholders of the Company
may act by written consent without a meeting, without prior notice and without a vote, if such stockholders hold the number of shares
representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which
all shares entitled to vote thereon were present and voted.
As
of the close of business on the Record Date, the Company had 89,621,242 shares of common stock outstanding. As of the close of business
on the Record Date, The Majority Holders beneficially owned shares of the Company’s common stock, representing approximately 55.5%
of the Company’s total voting power.
The
Removals
Under
the DGCL, the power to remove any director resides in a majority of the voting power of the stockholders entitled to vote for the election
of such director. The vote required to approve the Removals was the affirmative vote of the holders of a majority of the aggregate voting
power of all outstanding shares of capital stock of the Company entitled to vote as of the Record Date.
VOTES
OBTAINED
The
Majority Holders approved the Actions by delivering written consents without a meeting and without a vote in accordance with Section
228 of the DGCL. Consequently, the Actions was taken with the consent of 49,825,505 shares of Common Stock, which was approximately 55.5%
of the aggregate voting power of all outstanding shares of capital stock of the Company entitled to consent to the Actions as of the
Record Date and became effective on October 1, 2025.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information known to us with respect to beneficial ownership of our Common Stock as of October 1,
2025 by (1) each stockholder known by us to be the beneficial owner of more than five percent of the Company’s Common Stock; (2)
each of the directors and named executive officers; and (3) the directors and executive officers as a group. Unless otherwise indicated,
the address of each of the individuals and entities named below is c/o Wellgistics Health, Inc., 3000 Bayport Drive Suite 950, Tampa,
FL 33607, (844) 203-6092. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially
owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
| | |
Shares
Beneficially Owned | |
| Name
of Beneficial Owner(1) | |
Number | | |
Percentage | |
| Directors
and Named Executive Officers | |
| | | |
| | |
| Brian
Norton(2) | |
| 18,204,807 | | |
| 20.31 | % |
| Prashant
Patel 3) | |
| 10,990,247 | | |
| 12.26 | % |
| Suren
Apparaju(4) | |
| 10,445,447 | | |
| 11.65 | % |
| Shafaat
Pirani | |
| 102,080 | | |
| | ** |
| | |
| | | |
| | |
| All
Executive Officers and Directors as a Group | |
| 39,742,581 | | |
| 44.34 | % |
| Recently
Removed/Resigned Directors | |
| | | |
| | |
| Michael
L. Peterson | |
| 200,000 | | |
| | ** |
| Donald
Anderson | |
| 244,720 | | |
| | ** |
| Rebecca
Shanahan | |
| 244,720 | | |
| | ** |
| | |
| | | |
| | |
| Other
Five Percent Holders: | |
| | | |
| | |
| Annapurna
Gundlapalli, Trustee of the Annapurna Gundlapalli Revocable Trust 2010 | |
| 8,944,000 | | |
| 9.98 | % |
| Patel
Trust 2010 | |
| 4,472,000 | | |
| 4.99 | % |
| Sandhya
Ajjarapu, Trustee of the Sandhya Ajjarapu Revocable Trust 2007 | |
| 4,463,200 | | |
| 4.98 | % |
| ** |
Indicates
ownership of less than 0.1%. |
| |
|
| (1) |
The
mailing address of all individuals listed is c/o Wellgistics Health, Inc., 3000 Bayport Drive Suite 950, Tampa, FL 33607. |
| (2) |
Includes
(i) 9,044,720 shares owned directly by Mr. Norton, (ii) 6,602,926 shares owned by Strategix Global LLC, an entity in which Mr. Norton
has a beneficial interest, and (iii) 2,557,161 shares owned by Nomad Capital LLC, an entity in which Mr. Norton has a beneficial
interest. |
| (3) |
Includes
(i) 4,118,247 shares owned directly by Mr. Patel, (ii) 4,472,000 shares owned by the Patel Trust 2010, for which Mr. Patel claims
beneficial ownership, as co-trustee with his wife, Rina Patel, and (iii) 2,400,000 shares owned by Goldshield Health LLC, an entity
that Mr. Patel beneficially owns and for which Mr. Patel thereby claims beneficial ownership. Mr. Patel voluntarily resigned as an
officer and director of the Company effective August 8, 2025. Mr. Patel’s decision to resign was not the result of any dispute
or disagreement with the Company, the Company’s management or the Company’s board of directors on any matter relating
to the Company’s operations, policies, or practices. |
| (4) |
Includes
(i) 2,882,247 shares owned directly by Mr. Ajjarapu, (ii) 4,463,200 shares owned by the Sandhya Ajjarapu Revocable Trust 2007, for
which Mr. Ajjarapu claims beneficial ownership through his wife, Sandhya Ajjarapu, who serves as trustee, and (iii) 3,100,000 shares
owned by Sansur Associates LLC, an entity that Mr. Ajjarapu beneficially owns and for which Mr. Ajjarapu thereby claims beneficial
ownership. |
INTERESTS
OF CERTAIN PERSONS IN THE ACTIONS
Except
as disclosed above under “Background And Reasons For The Actions—The Removals,” none of our directors, executive
officers, or any of their respective associates has any substantial interest, direct or indirect, by security holdings or otherwise,
in the Actions which is not shared by all other stockholders of the Company.
DISSENTER’S
RIGHTS
Under
the DGCL, holders of the Company’s capital stock are not entitled to dissenter’s rights of appraisal with respect to the
Removals.
FORWARD-LOOKING
STATEMENTS
This
Information Statement and other reports that the Company files with the U.S. Securities and Exchange Commission (the “SEC”)
contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements other than statements of historical information provided herein are forward-looking and may include statements regarding:
the consequences of recent changes to the Company’s management and the Board. We caution the reader that actual results could differ
materially from those expected by us depending on the outcome of certain factors, including, without limitation, the risk that the assumptions
upon which the forward-looking statements are based ultimately may prove to be incorrect or incomplete, as well as other risks and uncertainties
that are described in the Company’s filings with the SEC, including, but not limited to, the “Risk Factors” sections
of our annual reports on Form 10-K and quarterly reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligations to release publicly the results of any revisions
to these forward-looking statements that may be made to reflect events or circumstances after the date of this information statement,
including, without limitation, changes in our business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated
events.
DISTRIBUTION
AND COSTS
The
Company will pay the cost of preparing, printing and distributing this Information Statement. Only one Information Statement will be
delivered to multiple stockholders sharing an address, unless contrary instructions are received from one or more of such stockholders
upon written or oral request to the Company using the Company contact details noted below under “Where You Can Find More Information.”
The Company will promptly deliver a separate copy of this Information Statement and future stockholder communication documents to any
stockholder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this
Information Statement and future stockholder communication documents to any stockholder or stockholders sharing an address to which multiple
copies are now delivered, upon written or oral request to the Company using the Company contact details noted below under “Where
You Can Find More Information.”
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files annual, quarterly and special reports, proxy statements and other information with the SEC. The SEC maintains a website
that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC.
The address of that site is www.sec.gov. Copies of these documents may also be obtained by contacting the Company by phone at (844) 203-6092
or by writing to 3000 Bayport Drive, Suite 950, Tampa, FL, attention: President. Our SEC filings and other information about the Company
are also available on our investor relations website at https://corporate.wwe.com/investors/investor-overview. Information on our website
is not intended to be incorporated into this Information Statement.
| |
/s/ Prashant
Patel |
| |
Prashant
Patel |
| |
President |
October
31, 2025
