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CORRESP Filing

Wellgistics Health, Inc.
Date: Aug. 28, 2025 · CIK: 0002030763 · Accession: 0001641172-25-025831

Regulatory Compliance Offering / Registration Process Business Model Clarity

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File numbers found in text: 333-288932

Date
Aug. 28, 2025
Author
Dykema
Form
CORRESP
Company
Wellgistics Health, Inc.

Letter

Division of Corporate Finance Office of Trade & Services F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian Re: Wellgistics Health, Inc. Registration Statement on Form S-1 Filed July 24, 2025 File No. 333-288932

Dear Mr. Nalbantian:

This response letter (this " Response ") is submitted on behalf of Wellgistics Health, Inc. (the " Company ") in response to the comments that the Company received from the staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") in a letter addressed to Mr. Norton, dated August 8, 2025 (the " Comment Letter "), with respect to the Company's Registration Statement on Form S-1 (the " Registration Statement "), filed with the SEC on July 24, 2025. The Company is concurrently submitting the first amendment to the Registration Statement (" Amendment No. 1 ").

For reference purposes, each of the Staff's numbered comments from the Comment Letter is set forth in bold text below, followed by the Company's response to each comment. The responses below are based on information provided to Dykema Gossett PLLC by the Company.

Registration Statement on Form S-1

Use of Proceeds, page 11

1. We note the disclosure surrounding your planned XRP Treasury Strategy and its execution in "the near future." If you intend on using the proceeds of this offering to purchase XRP to further your XRP Treasury Strategy, please disclose as much in this section. Refer to Instruction 5 to Item 504 of Regulation S-K.

Response : In response the Staff's comment, the Company respectfully advises the Staff that the Company does not intend on using the proceeds of this offering to purchase XRP.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

August 28, 2025

Page

2. We note the disclosure surrounding your planned acquisition of Peek Healthcare Technologies, Inc. If you intend on using the proceeds of this offering to finance the acquisition of Peek Healthcare Technologies, Inc., please disclose as much in this section. Refer to Instruction 6 to Item 504 of Regulation S-K.

Response : In response the Staff's comment, the Company respectfully advises the Staff that the Company does not intend on using the proceeds of this offering to finance the Company's acquisition of Peek Healthcare Technologies, Inc..

* * *

Thank you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. If you have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

Sincerely,
Dykema
Gossett PLLC

Show Raw Text
CORRESP
 1
 filename1.htm

 Dykema
 Gossett PLLC

 111
 E. Kilbourn Ave.
 Suite
 1050
 Milwaukee,
 WI 53202
 www.dykema.com
 Tel:
 414-488-7300

 Kate
 Bechen

 Direct
 Dial: (414) 488-7333
 Email:
 KBechen@dykema.com

 August
28, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Nicholas Nalbantian

 Re:
 Wellgistics
 Health, Inc.
 Registration
 Statement on Form S-1
 Filed
 July 24, 2025
 File
 No. 333-288932

 Dear
Mr. Nalbantian:

 This
response letter (this " Response ") is submitted on behalf of Wellgistics Health, Inc. (the " Company ")
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the " Staff ")
of the U.S. Securities and Exchange Commission (the " SEC ") in a letter addressed to Mr. Norton, dated August 8, 2025
(the " Comment Letter "), with respect to the Company's Registration Statement on Form S-1 (the " Registration
Statement "), filed with the SEC on July 24, 2025. The Company is concurrently submitting the first amendment to the Registration
Statement (" Amendment No. 1 ").

 For
reference purposes, each of the Staff's numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company's response to each comment. The responses below are based on information provided to Dykema Gossett PLLC by the Company.

 Registration
Statement on Form S-1

 Use
of Proceeds, page 11

 1.
 We
 note the disclosure surrounding your planned XRP Treasury Strategy and its execution in "the near future." If you intend
 on using the proceeds of this offering to purchase XRP to further your XRP Treasury Strategy, please disclose as much in this section.
 Refer to Instruction 5 to Item 504 of Regulation S-K.

 Response :
 In response the Staff's comment, the Company respectfully advises the Staff that the Company does not intend on using the proceeds
of this offering to purchase XRP.

 California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 August
28, 2025

 Page
2

 2.
 We
 note the disclosure surrounding your planned acquisition of Peek Healthcare Technologies, Inc. If you intend on using the proceeds
 of this offering to finance the acquisition of Peek Healthcare Technologies, Inc., please disclose as much in this section. Refer
 to Instruction 6 to Item 504 of Regulation S-K.

 Response :
 In response the Staff's comment, the Company respectfully advises the Staff that the Company does not intend on using the proceeds
of this offering to finance the Company's acquisition of Peek Healthcare Technologies, Inc..

 *
* *

 Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

 Sincerely,

 Dykema
 Gossett PLLC

 /s/
 Kate Bechen

 Kate
 Bechen, Esq.

 cc:
 Brian
 Norton

 Chief
 Executive Officer

 Wellgistics
 Health, Inc.