DataMeds AI (MEDS) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Our limited operating history as a combined company and our evolving business make it difficult to evaluate our current business and future prospects and increase the risk of your investment
2. 02Wellgistics Health may experience difficulties in integrating the operations of Wellgistics LLC and Wood Sage thereby hindering Wellgistics Health from realizing the expected benefits of these transactions
3. 03Reductions in third-party reimbursement levels, from private or governmental agency plans, and potential changes in industry pricing benchmarks for prescription drugs could materially and adversely affect Wellgistics Health’s results of operations
4. 04A shift in pharmacy mix toward lower margin plans, margin compression on branded medications, increased offering of specialty products, DIR fees, mail order pharmacy steering, and programs could adversely affect Wellgistics Health’s results of operations
5. 05Wellgistics Health will derive a portion of its sales from prescription drug sales reimbursed by PBM companies and Wellgistics Health’s participation in the pharmacy provider networks of these companies may be restricted or terminated
6. 06Wellgistics Health could be 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
7. 07Consolidation and strategic alliances in the healthcare industry could adversely affect Wellgistics Health’s business operations, competitive positioning, financial condition and results of operations
8. 08Changes in economic conditions could adversely affect consumer/client buying practices and market adoption of Wellgistics Health’s DelivMeds mobile application and the accompanying revenues to premium access/services
9. 09Inflationary pressures could have a material impact on Wellgistics Health’s business and operations
10. 10The industries in which Wellgistics Health will operate are highly competitive and constantly evolving and changes in market dynamics could adversely impact us
11. 11If Wellgistics Health does not successfully create and implement relevant omni-channel experiences for Wellgistics Health’s customers, Wellgistics Health’s businesses and results of operations could be adversely impacted
12. 12Wellgistics Health may be unable to achieve Wellgistics Health’s environmental, social and governance goals
13. 13Wellgistics Health’s business results will depend on Wellgistics Health’s ability to successfully manage ongoing organizational change and business transformation and achieve cost savings and operating efficiency initiatives through Wellgistics Health’s healthcare ecosystem
14. 14Our common stock is subject to a Nasdaq minimum bid price deficiency notice, and failure to regain compliance could result in the delisting of our common stock from The Nasdaq Capital MarketNew
15. 15We are involved in litigation with former management relating to equity awards, and the outcome of this matter could adversely affect our financial conditionNew

Risks Relating to Wellgistics Health’s Operations

1. 16Disruption in Wellgistics Health’s global supply chain could negatively impact Wellgistics Health’s businesses
2. 17Wellgistics Health’s business and operations will be subject to risks related to climate change
3. 18Wellgistics Health’s business is primarily focused on certain therapeutic targets, making it vulnerable to risks associated with having therapeutically concentrated operations
4. 19Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on Wellgistics Health’s future performance
5. 20We are highly dependent on the continued service of our directors and officers, whose financial interests may conflict with the interests of investors27% rewritten
6. 21Failure to renew facility leases in a timely manner could have an adverse impact on Wellgistics Health’s business operations
7. 22Wellgistics Health may not be able to maintain business, scale for growth, renew pharmacy and wholesale state licenses, and retain commercial and federal contracts while preventing restrictions and termination
8. 23Wellgistics Health’s relationships with Wellgistics Health’s primary wholesaler for pharmacy operations and Wellgistics Health’s manufacturer relationships for Wellgistics Health’s wholesale and hub technology platform entities will be critical to Wellgistics Health’s success
9. 24Wellgistics Health will outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs

Risks Relating to Wellgistics Health’s Business Strategy

1. 25Wellgistics Health may not be successful in executing elements of Wellgistics Health’s business strategy, which may have a material adverse impact on Wellgistics Health’s business and financial results
2. 26Wellgistics Health’s growth strategy is partially dependent upon Wellgistics Health’s ability to identify and successfully complete acquisitions, joint ventures and other strategic partnerships and alliances
3. 27Businesses acquired by Wellgistics Health could experience losses or liabilities that would result in a material adverse effect on Wellgistics Health’s business operations, results of operation and financial condition
4. 28Wellgistics Health may make investments in companies over which Wellgistics Health does not have sole control and some of these companies may operate in sectors that differ from Wellgistics Health’s operations and have different risks
5. 29The success of Wellgistics Health’s hub technology platform and clinical services depends on the willingness of participants in the network of independent partner pharmacies to continue receiving prescriptions and enrolling in a-la-carte services for outsourced work

Risks Related to Cybersecurity, Data Privacy, and Information Security

1. 30A significant disruption in Wellgistics Health’s information technology and computer systems or those of businesses Wellgistics Health relies on could harm Wellgistics Health
2. 31Privacy and data protection laws will increase Wellgistics Health’s compliance burden and any failure to comply could harm Wellgistics Health
3. 32Wellgistics Health and businesses with which Wellgistics Health will interact may experience cybersecurity incidents and might experience significant computer system compromises or data breaches
4. 33Wellgistics Health will be subject to electronic payment-related and other financial services risks that could increase Wellgistics Health’s operating costs, expose Wellgistics Health to fraud or theft, subject Wellgistics Health to potential liability and potentially disrupt Wellgistics Health’s business operations

Risks Related to Financial and Accounting Matters

1. 34Wellgistics Health’s quarterly results may fluctuate significantly based on seasonality and other factors
2. 35Acquisitions Wellgistics Health pursues in its industry and related industries could result in operating difficulties, dilution to Wellgistics Health’s stockholders and other consequences harmful to Wellgistics Health’s business
3. 36Wellgistics Health may incur non-cash impairment charges in the future associated with its portfolio of intangible assets, including goodwill
4. 37Wellgistics Health’s existing credit agreement and any other credit or similar agreements into which Wellgistics Health may enter in the future may restrict its operations, particularly Wellgistics Health’s ability to respond to changes or to take certain actions regarding its business

Risks Related to Regulatory and Legal Considerations

1. 38Wellgistics Health’s business is subject to substantial government regulation
2. 39Physician Self- Referral (“Stark”) Laws
3. 40State Licensure and Accreditation
4. 41Health Information Privacy and Security Standards
5. 42Changes in the healthcare industry and regulatory environments may adversely affect Wellgistics Health’s businesses
6. 43Wellgistics Health will be exposed to risks related to litigation and other legal proceedings
7. 44A significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect on Wellgistics Health’s reputation and profitability
8. 45Wellgistics Health could be adversely affected by product liability, product recall, personal injury or other health and safety issues
9. 46Wellgistics Health could be subject to adverse changes in tax laws, regulations and interpretations or challenges to Wellgistics Health’s tax positions

Risks Related to Wellgistics Health’s Intellectual Property

1. 47Third-party claims that Wellgistics Health is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected
2. 48Wellgistics Health’s intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on Wellgistics Health’s ability to prevent others from commercially exploiting products similar to Wellgistics Health’s
3. 49In addition to patented technology, Wellgistics Health will rely on its unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how

Risks Related to Being a Public Company

1. 50Wellgistics Health incurs increased costs as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities and corporate governance practices
2. 51Wellgistics Health’s management team has limited experience managing a public company
3. 52Wellgistics Health’s ability to be successful will depend upon the efforts of Wellgistics Health’s board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of Wellgistics Health’s business

Risks Related to Ownership of Wellgistics Health’s Common Stock

1. 53Delaware State Law includes anti-takeover provisions
2. 54Claims for indemnification by Wellgistics Health’s directors and officers may reduce Wellgistics Health’s available funds to satisfy successful third-party claims against Wellgistics Health and may reduce the amount of money available to Wellgistics Health
3. 55If securities or industry analysts do not publish or cease publishing research or reports about Wellgistics Health, its business, or its market, or if they change their recommendations regarding Wellgistics Health’s securities adversely, the price and trading volume of Wellgistics Health’s securities could decline
4. 56There can be no assurance that Wellgistics Health will be able to comply with the continued listing standards of Nasdaq
5. 57Our common stock is publicly traded and may be subject to the penny stock rules which may make it more difficult to sell our common stock
6. 58An active market for Wellgistics Health’s securities may not develop, which would adversely affect the liquidity and price of Wellgistics Health’s securities
7. 59The market price of Wellgistics Health Common Stock may decline as a result of various market factors
8. 60Future sales, or the perception of future sales, by Wellgistics Health or its stockholders in the public market could cause the market price for Wellgistics Health Common Stock to decline
9. 61Certain existing stockholders acquired our securities at a price below the current trading price of such securities and may experience a positive rate of return based on the current trading price