MEDS · DataMEDS AI, Inc.

Wellgistics Health, Inc. secured $1,000,000 in financing through a private placement of promissory notes with a $1,250,000 principal amount, providing immediate capital at a 20% discount. The zero-interest structure minimizes cash outflows until maturity or a Qualified Financing event, at which point repayment is triggered using 50% of net proceeds up to a $5M threshold and 100% thereafter, excluding certain strategic transactions. This incentivizes near-term equity raises while protecting investors with default acceleration at 15% interest and broad events of default including bankruptcy, change of control, and CEO departure without replacement. Negative covenants prohibit additional debt or liens, signaling to investors a clean capital structure during the notes' life. Participation rights ensure investors can maintain exposure in future rounds, potentially up to their full principal investment. Executed via standard representations and closing conditions, with Dawson James Securities as placement agent, this transaction enhances liquidity without immediate dilution but imposes repayment pressure upon successful financing milestones.