SecProbe.io

CORRESP
 1
 filename1.htm

 September 23, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington
DC, 20549

 Attn:
Nicholas Nalbantian

 Re:

 Wellgistics
 Health, Inc.

 Registration
 Statement on Form S-1

 Registration
 No. 333-288932

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), Wellgistics Health, Inc. (the " Company ")
hereby requests that the effectiveness of the above-captioned Registration Statement, as amended (the " Registration Statement "),
be accelerated to 5:15 p.m., Eastern Time, on September 25, 2025, or as soon thereafter as practicable unless we or our outside counsel,
Dykema Gossett PLLC, request by telephone that such Registration Statement be declared effective at some other time.

 In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

 Once the Registration Statement is effective, please orally confirm the
event with our counsel, Dykema Gossett PLLC, by calling Kate L. Bechen at (414) 488-7333. We also respectfully request that a copy of
the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent
to our counsel, Dykema Gossett PLLC, Attention: Kate L. Bechen by email to kbechen@dykema.com.

 If
you have any questions regarding this request, please contact Kate Bechen of Dykema Gossett PLLC at (414) 488-7333.

 Very truly yours,

 WELLGISTICS
 HEALTH, INC.

 By:
 /s/
 Brian Norton

 Name:
 Brian
 Norton

 Title:
 Chief
 Executive Officer

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

 September
12, 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.
 Amendment
 No. 1 to Registration Statement on Form S-1
 Filed
 August 29, 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 September 10,
2025 (the " Comment Letter "), with respect to the Company's Registration Statement on Form S-1 (the " Registration
Statement "), as amended, initially filed with the SEC on July 24, 2025. The Company is concurrently submitting a second amendment
to the Registration Statement (" Amendment No. 2 ").

 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.

 Amendment
No. 1 to Registration Statement

 Prospectus
Summary

 Recent
Developments

 XRP
Treasury Strategy, page 2

 1.
 We
 note your disclosure that you plan on launching a XRP Treasury Strategy, targeted for the third quarter of 2025. Please expand your
 disclosure to describe whether you will be relying on third-parties to hold XRP, and whether future XRP payments received in connection
 with your business operations will be considered part of your "XRP Treasury Strategy." If not, please revise to state
 how you plan to treat the cryptocurrency received in connection with business operations differently, including, if applicable, how
 you plan on using digital assets to support your pharmacy customers. Lastly, please make corresponding changes to your Risk Factors,
 as appropriate.

 Response :
 In response to the Staff's comments, the Company has revised its disclosure in the sections of the Registration Statement entitled
" Prospectus Summary – Recent Developments – XRP Treasury Strategy, " " Prospectus Summary –
Recent Developments – XRP Operational Strategy " and " Risk Factors " on pages 2 through 3 and 7 through
10 of Amendment No. 2.

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

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 September
12, 2025

 Page
2

 2.
 Please
 update your disclosure here to provide a more comprehensive description of your XRP Treasury Strategy, including material provisions
 of the policies and arrangements governing your exchange of cash for XRP and/or other digital assets. Disclose whether you have policies
 governing the percentage of your treasury holdings that will be held as cryptocurrencies. To the extent that you have already purchased
 XRP, please revise to disclose your purchases to date.

 Response :
In response to the Staff's comments, the Company has revised its disclosure in the section of the Registration Statement entitled
" Prospectus Summary – Recent Developments " on pages 2 through 3 of Amendment No. 2. Additionally, the
Company respectfully advises the Staff that its XRP Treasury Strategy is in its early stages, and it is still developing its policies
and procedures relating to the use of XRP as a treasury reserve asset. The Company has revised its disclosures to clarify that it has
not yet purchased XRP and its planned implementation timeline has shifted from the third quarter of 2025 to no earlier than the second
quarter of 2026.

 3. Please
 identify the third-party advisors, if any, involved in the execution of your XRP Treasury
 Strategy, how you determined to retain or engage with them, and describe their various roles
 and material terms of your arrangements with them.

 Response :
 In response to the Staff's comments, the Company respectfully advises the Staff that the XRP Treasury Strategy is in its early
stages and the Company has not yet retained or engaged any third-party advisors in its execution of its XRP Treasury Strategy.

 *
* *

 Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

Brian Norton
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive, Suite 950
Tampa, FL 33607

 Re: Wellgistics Health, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed August 29, 2025
 File No. 333-288932
Dear Brian Norton:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our August 8,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
XRP Treasury Strategy, page 2

1. We note your disclosure that you plan on launching a XRP Treasury
Strategy, targeted
 for the third quarter of 2025. Please expand your disclosure to describe
whether you
 will be relying on third-parties to hold XRP, and whether future XRP
payments
 received in connection with your business operations will be considered
part of your
 "XRP Treasury Strategy." If not, please revise to state how you plan to
treat the
 cryptocurrency received in connection with business operations
differently, including,
 if applicable, how you plan on using digital assets to support your
pharmacy
 September 10, 2025
Page 2

 customers. Lastly, please make corresponding changes to your Risk
Factors, as
 appropriate.
2. Please update your disclosure here to provide a more comprehensive
description of
 your XRP Treasury Strategy, including material provisions of the
policies and
 arrangements governing your exchange of cash for XRP and/or other
digital assets.
 Disclose whether you have policies governing the percentage of your
treasury
 holdings that will be held as cryptocurrencies. To the extent that you
have already
 purchased XRP, please revise to disclose your purchases to date.
3. Please identify the third-party advisors, if any, involved in the
execution of your
 XRP Treasury Strategy, how you determined to retain or engage with them,
and
 describe their various roles and material terms of your arrangements
with them.
 Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-
8071 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kate Bechen
</TEXT>
</DOCUMENT>

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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 8, 2025

Brian Norton
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive, Suite 950
Tampa, FL 33607

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

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
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.
 August 8, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-
8071 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kate Bechen
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
6, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington
DC, 20549

 Attn:
Rebekah Reed

 Re:
 Wellgistics Health, Inc.

 Registration Statement
 on Form S-1

 Registration No. 333-286981

 REQUEST FOR ACCELERATION
 OF EFFECTIVENESS

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), Wellgistics Health, Inc. (the " Company ")
hereby requests that the effectiveness of the above-captioned Registration Statement, as amended (the " Registration Statement "),
be accelerated to 5:00 p.m., Eastern Time, on May 7, 2025, or as soon thereafter as practicable unless we or our outside counsel, Dykema
Gossett PLLC, request by telephone that such Registration Statement be declared effective at some other time.

 In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Dykema Gossett PLLC, by calling Kate L. Bechen
at (414) 488-7321. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, Dykema Gossett PLLC, Attention: Kate L. Bechen by email
to kbechen@dykema.com.

 If
you have any questions regarding this request, please contact Kate Bechen of Dykema Gossett PLLC at (414) 488-7333.

 Very
 truly yours,

 WELLGISTICS
 HEALTH, INC.

 By:

 /s/
 Brian Norton

 Name:

 Brian
 Norton

 Title:

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Brian Norton
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive, Suite 950
Tampa, FL 33607

 Re: Wellgistics Health, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 15, 2025
 CIK No. 0002030763
Dear Brian Norton:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kate Bechen
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Brian Norton
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive, Suite 950
Tampa, FL 33607

 Re: Wellgistics Health, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 15, 2025
 CIK No. 0002030763
Dear Brian Norton:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kate Bechen
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIA
EDGAR

February
14, 2025

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington, D.C., 20549

Attn: Rucha Pandit

  Re:
  Wellgistics Health, Inc.

Statement
on Form S-1, as amended

File
No. 333-280945

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Craft Capital Management LLC,
as the representative of the underwriters (the “Representative”), hereby join in the request of Wellgistics Health, Inc.
(the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1
(File No. 333-280945) (as amended, the “Registration Statement”), so that the Registration Statement may be declared effective
at 4:30 p.m., Eastern Time, on February 14, 2025, or as soon thereafter as practicable. The undersigned, as the Representative,
confirms that it is aware of its obligations under the Securities Act.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    Craft
    Capital Management LLC

    By:
    /s/
    Stephen Kiront

    Name:
    Stephen
    Kiront

    Title:
    Chief
    Operating Officer

CORRESP
1
filename1.htm

February
14, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington
DC, 20549

Attn:
Rucha Pandit

    Re:

    Wellgistics
    Health, Inc.

    Registration
    Statement on Form S-1, as amended

    Registration
    No. 333-280945

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Wellgistics Health, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statement, as amended (the “Registration Statement”),
be accelerated to 4:30 p.m., Eastern Standard Time, on February 14, 2025, or as soon thereafter as practicable unless we or our
outside counsel, Dykema Gossett PLLC, request by telephone that such Registration Statement be declared effective at some other time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Dykema Gossett PLLC, by calling Kate L. Bechen
at (414) 488-7321. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, Dykema Gossett PLLC, Attention: Kate L. Bechen by email
to kbechen@dykema.com.

If
you have any questions regarding this request, please contact Kate Bechen of Dykema Gossett PLLC at (414) 488-7333.

    Very
    truly yours,

    WELLGISTICS
    HEALTH, INC.

    By:

    /s/
    Tim Canning

    Name:
    Tim
    Canning

    Title:

    Chief
    Executive Officer

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

December
17, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Rucha Pandit

    Re:
    Wellgistics
    Health, Inc.

    Amendment
    No. 5 to Registration Statement on Form S-1

    Filed
    December 6, 2024

    File
    No. 333-280945

Dear
Ms. Pandit:

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. Canning, dated December 16,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 5 to Registration Statement on Form
S-1 (the “Registration Statement”), filed with the SEC on December 6, 2024. The Company is concurrently submitting
a sixth amendment to the Registration Statement (“Amendment No. 6”), which reflects the changes discussed in this
Response that the Company made to address the Staff’s comments.

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. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 6.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Amendment
No. 5 to Registration Statement on Form S-1

Wellgistics
LLC Membership Interest Purchase Agreement, page 49

    1.
    Please
    disclose here the financial metrics used to determine whether the earn out shares will vest. We note these metrics appear to be set
    forth in Section 3 of the 5th amendment to the Membership Interest Purchase Agreement, dated November 4, 2024.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 49 of Amendment No. 6.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

December
17, 2024

Page
2

Wellgistics
Health, Inc

Unaudited
Interim Financial Statements

Note
3. Business Combinations, page F-30

    2.
    We
    reviewed your response to prior comment 2. Since you have completed the acquisition, please tell us now whether the transaction compensates
    employees or former owners of Wellgistics, LLC for future services to be provided to you. In your response, please explain to us
    why some of the restricted shares vest over a period of time and other shares vest upon achievement of future financial metrics.
    Refer to FASB ASC 805-10-25-21b and ASC 805-10-55-24 through 26.

Response:
In response the Staff’s comment, the Company respectfully advises the Staff that the transaction does not compensate employees
or former owners of Wellgistics, LLC for the performance of future services. As a result of the transaction, certain key employees of
Wellgistics, LLC continue to provide services as employees of the Company. These key employees include members of senior management of
Wellgistics, LLC, who held substantially all of the beneficial ownership interests of Wellgistics, LLC prior to acquisition by the Company
(the “Sellers”). However, the consideration provided in the transaction is not tied to these individuals’ current
or ongoing employment with the Company pursuant to the factors set forth in ASC 805-10-55-25. The purchase consideration, including,
without limitation, the Closing Cash Payment, the principal under the Promissory Notes, any applicable Earn-Out Payments, and any applicable
Bonus Payments, shall be payable to the Sellers pursuant to the terms of the Membership Interest Purchase Agreement, as amended, and
are not forfeited upon the termination of any Seller’s employment relationship with the Company, regardless of whether the termination
of employment is the result of the Company or the employee’s decision. The purchase consideration shall be paid pro rata based
on each Seller’s proportional ownership of Wellgistics, LLC at the time of the acquisition, without regard to whether the Seller
is or is affiliated with a continuing key employee of Company. Any Wellgistics, LLC employee continuing as an employee of the Company
shall be compensated for ongoing and future services to the Company pursuant to separate employment arrangements, without regard to whether
or not such individual had a beneficial ownership interest in Wellgistics, LLC prior to its acquisition by the Company.

With
respect to the differing vesting criteria for the restricted shares, this was the result of arms-length negotiations between the Company
and the Sellers in the course of finalizing the fourth amendment to the Membership Interest Purchase Agreement. Prior to such amendment,
all earn-out payments for which the Sellers may be eligible were tied to achievement of future financial metrics. In consideration for
the Sellers’ agreement to defer a portion of the Closing Cash Payment until after the Company’s completion of its initial
public offering, the Company agreed to separate a portion of the earn-out payments from the achievement of those metrics, instead making
such share awards over the three-year earnout period. The fifth amendment to the Membership Interest Purchase Agreement converted these
awards from future awards of unrestricted shares to current awards of restricted stock, subject to repurchase on the terms set forth
therein.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 6. 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:
    Tim Canning

    Chief Executive Officer

    Wellgistics Health, Inc.

December 16, 2024
Tim Canning
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive
Suite 950
Tampa, FL 33607
Re:Wellgistics Health, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed December 6, 2024
File No. 333-280945
Dear Tim Canning:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 13,
2024 letter.
Amendment No. 5 to Registration Statement on Form S-1
Wellgistics LLC Membership Interest Purchase Agreement, page 49
1.Please disclose here the financial metrics used to determine whether the earn out
shares will vest. We note these metrics appear to be set forth in Section 3 of the 5th
amendment to the Membership Interest Purchase Agreement, dated November 4,
2024.

December 16, 2024
Page 2
Wellgistics Health, Inc
Unaudited Interim Financial Statements
Note 3. Business Combinations, page F-30
2.We reviewed your response to prior comment 2. Since you have completed the
acquisition, please tell us now whether the transaction compensates employees or
former owners of Wellgistics, LLC for future services to be provided to you. In your
response, please explain to us why some of the restricted shares vest over a period of
time and other shares vest upon achievement of future financial metrics. Refer to
FASB ASC 805-10-25-21b and ASC 805-10-55-24 through 26.
            Please contact Tony Watson at 202-551-3318 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kate Bechen

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

December
6, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Rucha Pandit

    Re:
    Wellgistics
                                            Health, Inc.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    November 4, 2024

    File
    No. 333-280945

Dear
Ms. Pandit:

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. Canning, dated November 13,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 4 to Registration Statement on Form
S-1 (the “Registration Statement”), filed with the SEC on November 4, 2024. The Company is concurrently submitting
a fifth amendment to the Registration Statement (“Amendment No. 5”), which reflects the changes discussed in this
Response that the Company made to address the Staff’s comments.

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. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 5.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Amendment
No. 4 to Registration Statement on Form S-1

Selected
Financial Data, page 46

    1.
    Please
    revise to identify the information contained in each of the two sets of tables.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 46 of Amendment No. 5 to
articulate more clearly the information set forth in the tables.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

December
6, 2024

Page
2

Pro
Forma Combined Financial Information, page 49

    2.
    Please
                                            revise footnote (a) to detail each of the various effects of the acquisition of Wellgistics
                                            LLC on your pro forma balance sheet. Specifically explain each adjustment and describe to
                                            which component of the transaction consideration each pertains.

    Separately,
    please tell us your planned initial recognition for each component of the consideration payable under the acquisition agreement and
    your planned subsequent recognition of the conversion of the $15 million in total “earn- out” shares into 14,997,503
    shares of restricted Wellgistics Health common stock. In addition:

    ●
    please clarify in your disclosure here and elsewhere whether the $10 million component labeled on page 90 as “earn-out”
    consideration was contingent and, if not, why it is referred to as “earn-out”;

    ●
    if the $10 million component labeled as “earn-out” consideration is not contingent, please explain why the restricted
    shares into which it was converted in November 2024 vest over a period of time; and

    ●
    tell us your consideration of accounting for the awards as compensation cost in the post-combination financial statements in accordance
    with guidance in FASB ASC 718.

Response:
In response the Staff’s comment, the Company respectfully advises the Staff that the unaudited pro forma balance sheet of the
Company as of September 30, 2024, which gives effect to the Company’s acquisition of Wellgistics, LLC and Wood Sage, LLC, is included
within the unaudited historical financial statements set forth at the end of the prospectus. The Company has also revised the disclosure
on page 50 to describe the components of consideration associated with the Company’s acquisition of Wellgistics, LLC and to set
forth the preliminary allocation of the associated purchase price. The Company has included an explanatory note that it is evaluating
the initial recognition of the acquisition of Wellgistics, LLC in accordance with ASC 805 as well as evaluating ASC 718, specifically
ASC 718-10-55, in conjunction with ASC 805-30-55, to evaluate whether there are any post-combination compensation costs to be considered
with regards to the restricted common stock issued as part of the business combination. Furthermore, the Company has also revised its
disclosure throughout Amendment No. 5 to clarify that the $10 million component of the consideration payable in connection with the acquisition
of Wellgistics, LLC is a non-contingent bonus payment that is subject to a vesting schedule. Prior to the conversion, these payments
were to be made over the same three-year period. The only change, then, to the $10 million in the November 2024 amendment was the conversion
of those payments from cash into equity in the form of restricted stock.

Management,
page 81

    3.
    We
    note that the tabular disclosure listing your directors and executive officers no longer includes Chuck Wilson, Dr. Shafaat Pirani
    and Brian Norton. However, your disclosure throughout the filing indicates that these individuals are still directors or executive
    officers of the company. Please revise the table to include them or otherwise clarify their roles, if any, with the company.

Response:
In response the Staff’s comment, the Company has revised its disclosure throughout Amendment No. 5 to clarify that Chuck Wilson
and Brian Norton are not executive officers under SEC Rule 240.3b-7, 17 C.F.R. § 240.3b-7. The Company also revised the tabular
disclosure such that it includes Dr. Shafaat Pirani.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 5. 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:
    Tim
    Canning

    Chief
    Executive Officer

    Wellgistics
    Health, Inc.

November 13, 2024
Tim Canning
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive
Suite 950
Tampa, FL 33607
Re:Wellgistics Health, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed November 6, 2024
File No. 333-280945
Dear Tim Canning:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
Selected Financial Data, page 46
1.Please revise to identify the information contained in each of the two sets of tables.
Pro Forma Combined Financial Information, page 49
Please revise footnote (a) to detail each of the various effects of the acquisition of
Wellgistics LLC on your pro forma balance sheet. Specifically explain
each adjustment and describe to which component of the transaction consideration
each pertains.

Separately, please tell us your planned initial recognition  for each component of
the consideration payable under the acquisition agreement and your 2.

November 13, 2024
Page 2
planned subsequent recognition  of the conversion of the $15 million in total “earn-
out” shares into 14,997,503 shares of restricted Wellgistics Health common stock. In
addition:

•please clarify in your disclosure here and elsewhere whether the $10 million
component labeled on page 90 as "earn-out" consideration was contingent and, if
not, why it is referred to as "earn-out";
•if the $10 million component labeled as "earn-out" consideration is not
contingent, please explain why the restricted shares into which it was converted in
November 2024 vest over a period of time; and
•tell us your consideration of accounting for the awards as compensation cost in
the post-combination financial statements in accordance with guidance in FASB
ASC 718.
Management, page 81
3.We note that the tabular disclosure listing your directors and executive officers no
longer includes Chuck Wilson, Dr. Shafaat Pirani and Brian Norton. However, your
disclosure throughout the filing indicates that these individuals are still directors or
executive officers of the company. Please revise the table to include them or otherwise
clarify their roles, if any, with the company.
            Please contact Tony Watson at 202-551-3318 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kate Bechen

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

November
5, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Rucha Pandit

    Re:
    Wellgistics
    Health, Inc.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    October 21, 2024

    File
    No. 333-280945

Dear
Ms. Pandit:

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. Canning, dated November 4,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 3 to Registration Statement on Form
S-1 (the “Registration Statement”), filed with the SEC on October 21, 2024. The Company is concurrently submitting
a fourth amendment to the Registration Statement (“Amendment No. 4”), which reflects the changes discussed in this
Response that the Company made to address the Staff’s comments.

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. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 4. Unless noted otherwise, any references to prior comments are to comments in the Staff’s October 15,
2024 letter.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Amendment
No. 3 to Registration Statement on Form S-1

Capitalization,
page 44

    1.
    Please
    explain why there are differences in cash and accumulated deficit amounts in the Pro Forma column as compared to page 49.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 44 of Amendment No. 4 to correct
the discrepancy.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

November
5, 2024

Page
2

Danam
Health, Inc.

Statement
of Operations, page F-4

    2.
    Please
    provide us your calculation of net loss per common share.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page F-4 of Amendment No. 4.

Community
Specialty Pharmacy, LLC

Independent
Auditors’ Report, page F-95

    3.
    Please
    have your auditor specify the period(s) covered by each financial statement identified in the report and the period(s) to which the
    opinion applies. Refer to paragraph 8c of AS 3101.

Response:
In response the Staff’s comment, the Company’s auditor has revised the applicable disclosure on page F-95 of Amendment
No. 4.

Alliance
Pharmaceutical Solutions, LLC

Independent
Auditors’ Report, page F-113

    4.
    Please
    have your auditor specify the period(s) covered by each financial statement identified in the report and the period(s) to which the
    opinion applies. Refer to paragraph 8c of AS 3101.

Response:
In response the Staff’s comment, the Company’s auditor has revised the applicable disclosure on page F-113 of Amendment
No. 4.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 4. 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:
    Tim
    Canning

    Chief
    Executive Officer

    Wellgistics
    Health, Inc.

November 4, 2024
Tim Canning
Chief Executive Officer
Wellgistics Health, Inc.
3000 Bayport Drive
Suite 950
Tampa, FL 33607
Re:Wellgistics Health, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed October 21, 2024
File No. 333-280945
Dear Tim Canning:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Capitalization, page 44
1.Please explain why there are differences in cash and accumulated deficit amounts in
the Pro Forma column as compared to page 49.
Danam Health, Inc.
Statement of Operations, page F-4
2.Please provide us your calculation of net loss per common share.

November 4, 2024
Page 2
Community Specialty Pharmacy, LLC
Independent Auditors' Report, page F-95
3.Please have your auditor specify the period(s) covered by each financial statement
identified in the report and the period(s) to which the opinion applies. Refer
to paragraph 8c of AS 3101.
Alliance Pharmaceutical Solutions, LLC
Independent Auditors' Report, page F-113
4.Please have your auditor specify the period(s) covered by each financial statement
identified in the report and the period(s) to which the opinion applies. Refer
to paragraph 8c of AS 3101.
            Please contact Tony Watson at 202-551-3318 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kate Bechen

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

October
18, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Rucha Pandit

 Re: Danam
                                            Health, Inc. (n/k/a Wellgistics Health, Inc.)

                                            Amendment No. 2 to Registration Statement on Form S-1

                                            Filed September 27, 2024

                                            File No. 333-280945

Dear
Ms. Pandit:

This
response letter (this “Response”) is submitted on behalf of Danam Health, Inc. (n/k/a 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. Canning, dated October 15, 2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 2
to Registration Statement on Form S-1 (the “Registration Statement”), filed with the SEC on September 27, 2024. The
Company is concurrently submitting a third amendment to the Registration Statement (“Amendment No. 3”), which reflects
the changes discussed in this Response that the Company made to address the Staff’s comments.

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. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 2. Unless noted otherwise, any references to prior comments are to comments in the Staff’s August 29,
2024 letter.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Amendment
No. 2 to Registration Statement on Form S-1

Selected
Financial Data, page 46

1. Please
                                            clarify for us your basis for presenting pro forma amounts for the year ended December
                                            31, 2022 or revise to remove amounts. Refer to Rule 11-02(c)(2)(i) of

  Regulation
                                            S-X.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 46 of Amendment No. 3 to remove
the pro forma amounts for the year ended December 31, 2022.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

October
18, 2024

Page
2

Unaudited
Pro Forma Combined Financial Information, page 47

2. We
                                            note your response to prior comment 7. Please revise your disclosure to present the effects
                                            of the Wellgistics probable acquisition as if it occurred on the most recent practicable
                                            date prior to the effective date of the latest pro forma balance sheet date presented, which
                                            is currently June 30, 2024 (rather than as if it occurred on January 1, 2023 as stated in
                                            the second paragraph on page 47). This comment also applies to adjustment (b), (c) and (d)
                                            on page 49. Refer to Rules 11-02(a)(6)(i)(A) and 11-02(c)(1) of Regulation S-X.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosures on pages 47 to 49 of Amendment No. 3.

Wellgistics
Membership Interest Purchase Agreement, page 50

3. We
                                            note your response to prior comment 11. Please update the section captioned “Wellgistics
                                            Membership Interest Purchase Agreement” to include disclosure comparable to the
                                            revisions on page 88.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 50 of Amendment No. 3.

Report
of Independent Public Accounting Firm, page F-2

4. We
                                            note your response to prior comment 20. The audit opinion should reference the period
                                            September 6, 2022 to December 31, 2022, as opposed to the year ended December 31, 2022, given
                                            the company was organized on September 6, 2022. Please revise.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page F-2 of Amendment No. 3.

Danam
Health, Inc.

Statement
of Operations, page F-4

5. Please
                                            verify the accuracy of net loss per common share and weighted average common shares outstanding.
                                            Refer to the reported number of shares of common stock on your balance sheets and statements
                                            of stockholders’ deficit.

Response:
In response the Staff’s comment, the Company has revised the statements of stockholders’ deficit on page F-5 of Amendment
No. 3.

WOOD
SAGE, LLC and Subsidiaries

Note
3. Business Combinations, page F-39

  6.
  We note your
  response to prior comment 25. Please revise to provide the separate audited financial statements under Rule 8-04 of Regulation
  S-X related to your acquisitions of Alliance Pharma Solutions LLC and Community Specialty Pharmacy, LLC or tell us why they are not
  required.

Response:
The Company acknowledges the obligations set forth in Rule 8-04 of Regulation S-X and advises the Staff that it has included the separate
audited financial statements for the acquisitions of Alliance Pharma Solutions LLC and Community Specialty Pharmacy, LLC on pages F-86
to F-134 of Amendment No. 3.

*        *        *

U.S.
                                            Securities and Exchange Commission

Division
of Corporate Finance

October
18, 2024

Page
3

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. 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: Tim
                                            Canning

  Chief
                                            Executive Officer

  Wellgistics
                                            Health, Inc.

October 15, 2024
Tim Canning
Chief Executive Officer
Danam Health, Inc
3000 Bayport Drive
Suite 950
Tampa, FL 33607
Re:Danam Health, Inc
Amendment No. 2 to Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-280945
Dear Tim Canning:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 29, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Selected Financial Data, page 46
1.Please clarify for us your basis for presenting pro forma amounts for the year ended
December 31, 2022 or revise to remove amounts. Refer to Rule 11-02(c)(2)(i) of
Regulation S-X.
Unaudited Pro Forma Combined Financial Information, page 47
We note your response to prior comment 7. Please revise your disclosure to present
the effects of the Wellgistics probable acquisition as if it occurred on the most recent
practicable date prior to the effective date of the latest pro forma balance sheet date
presented, which is currently June 30, 2024 (rather than as if it occurred on January 1, 2.

October 15, 2024
Page 2
2023 as stated in the second paragraph on page 47). This comment also applies to
adjustment (b), (c) and (d) on page 49. Refer to Rules 11-02(a)(6)(i)(A) and 11-
02(c)(1) of Regulation S-X.
Wellgistics Membership Interest Purchase Agreement, page 50
3.We note your response to prior comment 11. Please update the section captioned
"Wellgistics Membership Interest Purchase Agreement" to include disclosure
comparable to the revisions on page 88.
Report of Independent Public Accounting Firm, page F-2
4.We note your response to prior comment 20. The audit opinion should reference the
period September 6, 2022 to December 31, 2022, as opposed to the year ended
December 31, 2022, given the company was organized on September 6, 2022. Please
revise.
Danam Health, Inc.
Statement of Operations, page F-4
5.Please verify the accuracy of net loss per common share and weighted average
common shares outstanding. Refer to the reported number of shares of common stock
on your balance sheets and statements of stockholders' deficit.
WOOD SAGE, LLC and Subsidiaries
Note 3. Business Combinations, page F-39
6.We note your response to prior comment 25. Please revise to provide the separate
audited financial statements under Rule 8-04 of Regulation S-X related to your
acquisitions of Alliance Pharma Solutions LLC and Community Specialty Pharmacy,
LLC or tell us why they are not required.
            Please contact Tony Watson at 202-551-3318 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kate Bechen

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

    September
    27, 2024

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Trade & Services

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Rucha Pandit

    Re:
    Danam
    Health, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    August 2, 2024

    File
    No. 333-280945

Dear
Ms. Pandit:

This
response letter (this “Response”) is submitted on behalf of Danam Health, Inc. (the “Company”)
in response to the comment 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. Canning, dated August 29,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 1 to Registration Statement on Form
S-1 (the “Registration Statement”), filed with the SEC on August 2, 2024. The Company is concurrently submitting a
second amendment to the Registration Statement (“Amendment No. 2”), which reflects the changes discussed in this Response
that the Company made to address the Staff’s comment.

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. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 1.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Amendment
No. 2 to Registration Statement on Form S-1

Risk
Factors

Changes
in economic conditions could adversely affect consumer/client buying practices . . ., page 13

1. We
                                            note your disclosure that “[i]n addition to general levels of inflation, Danam will
                                            also be subject to risk of specific inflationary pressures on product prices.” To the
                                            extent applicable, please revise your summary risk factors, include a standalone risk factor
                                            to disclose how recent inflationary pressures have materially impacted your business and
                                            operations. For example, identify the types of inflationary pressures you are facing and
                                            how your business has been affected. Lastly, please make conforming revisions in your Management’s
                                            Discussion and Analysis of Financial Condition and Results of Operations section.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on pages 13 and 52 of Amendment No. 2.

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

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    September
    27, 2024

    Page
    2

Risks
Related to Financial and Accounting Matters

Danam
and its subsidiaries have, and entities that Danam may acquire could have, significant outstanding debt . . ., page 25

2. Please
                                            disclose here the dollar amount of the outstanding debt and credit obligations of Danam and
                                            its subsidiaries.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 25 of Amendment No. 2.

Danam’s
level of debt may negatively impact its liquidity . . ., page 27

3. We
                                            note your disclosure that “Danam’s bank debt contains a variable interest rate
                                            component based on its corporate credit ratings.” To the extent material, please revise
                                            your summary risk factors and risk factors sections to specifically identify this risk. In
                                            your risk factor disclosure, please discuss the impact of any rate increases on your operations
                                            and how your business has been affected. For example, describe whether your borrowing costs
                                            have recently increased or are expected to increase and your ability to pass along your increased
                                            costs to your customers.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on pages 7 and 27 of Amendment No. 2.

The
market price of Danam Common Stock may decline as a result of various market factors., page 38

4. We
                                            note your representation that “[i]f an active market for Danam’s securities develops
                                            and continues, the trading price of Danam’s securities could be volatile and subject
                                            to wide fluctuations in response to various factors, some of which will be beyond Danam’s
                                            control.” We also note instances of extreme stock price run-ups followed by rapid price
                                            declines and stock price volatility seemingly unrelated to company performance following
                                            a number of recent initial public offerings, particularly among companies with relatively
                                            smaller public floats. Please revise this risk factor to clearly state that such volatility,
                                            including any stock-run up, may be unrelated to your actual or expected operating performance
                                            and financial condition or prospects, making it difficult for prospective investors to assess
                                            the rapidly changing value of your stock.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on pages 38 and 39 of Amendment No. 2.

Capitalization,
page 44

5. Please
                                            revise to include amounts due to related parties and due to seller in your total pro forma
                                            capitalization.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 44 of Amendment No. 2.

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    September
    27, 2024

    Page
    3

Unaudited
Pro Forma Combined Financial Information, page 47

6. Please
                                            provide a pro forma combined statement of operations for only the most recent fiscal year
                                            and for the period from the most recent fiscal year end to the most recent interim date for
                                            which a balance sheet is required. Refer to Rule 11-02(c)(2)(i) of Regulation S-X.

Response:
The Company acknowledges the obligations set forth in Rule 11-02(c)(2)(i) of Regulation S-X and has revised the pro forma combined statements
of operations on pages 47 and 48 of Amendment No. 2.

7. Please
                                            tell us your consideration of presenting the acquisitions of Wood Sage LLC and Wellgistics
                                            LLC in the pro forma balance sheet as of the interim pro forma balance sheet date since the
                                            acquisition dates are subsequent to your latest interim pro forma balance sheet date presented.
                                            Refer to Rule 11-02(a)(6)(i)(A) of Regulation S-X. This comment also applies to adjustment
                                            (c) on page 49.

Response:
The Company acknowledges the obligations set forth in Rule 11-02(a)(6)(i)(A) of Regulation S-X and respectfully advises the Staff that
both Wood Sage LLC and Wellgistics LLC are included in the interim pro forma balance sheets of Amendment No. 2 as probable acquisitions
as of the most recent practicable date prior to the effective date given that the Company closed on the Wood Sage Acquisition prior to
June 30, 2024, and had entered into a definitive agreement governing the Wellgistics Acquisition.

8. Please
                                            present the transactions in your pro forma interim statement of operations and pro forma
                                            statement of operations for the year ended December 31, 2023 as if they occurred on January
                                            1, 2023. Refer to Rule 11-02(a)(6)(i)(B) of Regulation S-X.

Response:
The Company acknowledges the obligations set forth in Rule 11-02(a)(6)(i)(B) of Regulation S-X and has revised the pro forma interim
statements of operations on pages 47 and 48 of Amendment No. 2.

Unaudited
Pro Forma Combined Statement of Operations, page 47

9. Please
                                            revise to present pro forma basic and diluted per share amounts in your interim and year
                                            end pro forma combined statement of operations. Refer to Rule 11-02(a)(9) of Regulation S-X.

Response:
The Company acknowledges the obligations set forth in Rule 11-02(a)(6)(i)(A) of Regulation S-X and has revised the pro forma combined
statement of operations on pages 47 and 48 of Amendment No. 2.

10. Please
                                            tell us if you plan to continue to pay the management service fee to Nomad Capital disclosed
                                            on pages F-66 and F-82 subsequent to your acquisition and your consideration of making pro
                                            forma adjustments in your pro forma combined statements of operations for the period and
                                            year presented.

Response:
The Company respectfully advises the Staff that the Company does not plan to continue to pay the management service fee to Nomad Capital
following closing of the public offering. In response to the Staff’s comment, the Company has revised the pro forma financial statements
on pages 47 through 49 of Amendment No. 2.

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    September
    27, 2024

    Page
    4

Wellgistics
Membership Interest Purchase Agreement, page 50

11. Please
                                            describe in detail the changes to the purchase payment that the parties are negotiating.
                                            In doing so, please describe which of the payment terms are being negotiated, as well as
                                            any other material provisions that are being renegotiated. Please clarify why the parties
                                            are renegotiating the terms now, and explain how the renegotiation process commenced, including
                                            who initiated it. Further, please clarify whether, as a result of the renegotiation process,
                                            you still expect the transaction to close in the third quarter of 2024. Please clarify whether
                                            any of the proceeds from this offering could be used to satisfy payment obligations related
                                            to the transaction and revise your disclosure accordingly. Finally, please tell us whether
                                            there is now an increased risk that the transaction might not close on time or at all, and
                                            revise your disclosure, including your risk factor disclosure, accordingly.

Response:
In response the Staff’s comment, the Company respectfully advises the Staff that the Company and Wellgistics executed a Fourth
Amendment to the Wellgistics MIPA on August 23, 2024, and subsequently closed the Wellgistics Acquisition on August 30, 2024. As such,
the Company has revised its description of the Wellgistics MIPA, as amended, and the Wellgistics Acquisition throughout Amendment No.
2 to describe the amended terms of the Wellgistics Acquisition, the timing of Danam acquiring Wellgistics, and the post-closing integration
of the Company and Wellgistics.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Wood Sage

Key
Components of Results of Operations

Revenues,
page 57

12. With
                                            a view to providing investors with a complete and balanced picture of Wood Sage’s business
                                            and revenues, please disclose here a breakdown of revenue for each of CSP’s major services.
                                            In this regard, we note your disclosure on pages 69-70 that CSP’s general and specialty
                                            pharmacy services include (i) patient care coordination, (ii) clinical services, (iii) compliance
                                            and persistency programs, (iv) patient financial assistance, (v) prior authorization and
                                            (vi) risk evaluation and mitigation strategy; however, it is not clear how much of these
                                            services contributes to CSP’s revenue.

Response:
The Company respectfully advises the Staff that the Wood Sage Acquisition closed in June 2024, and that the Company has removed the
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Wood Sage in Amendment No. 2. Such disclosures
have been incorporated into the revised Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Danam in Amendment No. 2. In response the Staff’s comment, the Company has revised the applicable disclosure related to Wood Sage’s
business and revenues on page 65 of Amendment No. 2.

Business,
page 68

13. We
                                            note the risk factor on page 25 that “Danam’s quarterly results may fluctuate
                                            significantly based on seasonality and other factors.” Please revise here to include
                                            a discussion of the manner in which seasonality affects your business. Refer to Item 101(c)(1)(v)
                                            of Regulation S-K.

Response:
The Company acknowledges the obligations set forth in Rule 101(c)(1)(v) of Regulation S-K and has revised the applicable disclosure
on page 68 of Amendment No. 2.

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    September 27, 2024

    Page
    5

Pharmacies,
page 75

14. We
                                            note your representation that DelivMeds’ digital pharmacy concept provides the enumerated
                                            benefits. Please provide your basis for the stated benefits, or revise to characterize them
                                            as management’s belief.

Response:
In response the Staff’s comment, the Company has revised the applicable disclosure on page 70 of Amendment No. 2.

Information
Technology, page 79

15. This
                                            section contains lengthy, technical information. For example, you discuss Dart and Flutter,
                                            Angular and TypeScript as well as their roles in your core engine. Please

August 29, 2024
Tim Canning
Chief Executive Officer
Danam Health, Inc
3000 Bayport Drive
Suite 950
Tampa, FL 33607
Re:Danam Health, Inc
Amendment No. 1 to Registration Statement on Form S-1
Filed August 2, 2024
File No. 333-280945
Dear Tim Canning:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed August 2, 2024
Risk Factors
Changes in economic conditions could adversely affect consumer/client buying practices . . .,
page 13
1.We note your disclosure that "[i]n addition to general levels of inflation, Danam will also
be subject to risk of specific inflationary pressures on product prices." To the extent
applicable, please revise your summary risk factors, include a standalone risk factor to
disclose how recent inflationary pressures have materially impacted your business and
operations. For example, identify the types of inflationary pressures you are facing and
how your business has been affected. Lastly, please make conforming revisions in your
Management's Discussion and Analysis of Financial Condition and Results of Operations
section.

August 29, 2024
Page 2
Risks Related to Financial and Accounting Matters
Danam and its subsidiaries have, and entities that Danam may acquire could have, significant
outstanding debt . . ., page 25
2.Please disclose here the dollar amount of the outstanding debt and credit obligations of
Danam and its subsidiaries.
Danam's level of debt may negatively impact its liquidity . . ., page 27
3.We note your disclosure that "Danam’s bank debt contains a variable interest rate
component based on its corporate credit ratings." To the extent material, please revise
your summary risk factors and risk factors sections to specifically identify this risk. In
your risk factor disclosure, please discuss the impact of any rate increases on your
operations and how your business has been affected. For example, describe whether your
borrowing costs have recently increased or are expected to increase and your ability to
pass along your increased costs to your customers.
The market price of Danam Common Stock may decline as a result of various market factors.,
page 38
4.We note your representation that "[i]f an active market for Danam’s securities develops
and continues, the trading price of Danam’s securities could be volatile and subject to
wide fluctuations in response to various factors, some of which will be beyond Danam’s
control." We also note instances of extreme stock price run-ups followed by rapid price
declines and stock price volatility seemingly unrelated to company performance following
a number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Please revise this risk factor to clearly state that such volatility,
including any stock-run up, may be unrelated to your actual or expected operating
performance and financial condition or prospects, making it difficult for prospective
investors to assess the rapidly changing value of your stock.
Capitalization, page 44
5.Please revise to include amounts due to related parties and due to seller in your total pro
forma capitalization.
Unaudited Pro Forma Combined Financial Information, page 47
6.Please provide a pro forma combined statement of operations for only the most recent
fiscal year and for the period from the most recent fiscal year end to the most recent
interim date for which a balance sheet is required. Refer to Rule 11-02(c)(2)(i) of
Regulation S-X.
7.Please tell us your consideration of presenting the acquisitions of Wood Sage LLC and
Wellgistics LLC in the pro forma balance sheet as of the interim pro forma balance sheet
date since the acquisition dates are subsequent to your latest interim pro forma balance
sheet date presented. Refer to Rule 11-02(a)(6)(i)(A) of Regulation S-X. This comment
also applies to adjustment (c) on page 49.
8.Please present the transactions in your pro forma interim statement of operations and pro
forma statement of operations for the year ended December 31, 2023 as if they occurred
on January 1, 2023. Refer to Rule 11-02(a)(6)(i)(B) of Regulation S-X.

August 29, 2024
Page 3
Unaudited Pro Forma Combined Statement of Operations, page 47
9.Please revise to present pro forma basic and diluted per share amounts in your interim and
year end pro forma combined statement of operations.  Refer to Rule 11-02(a)(9) of
Regulation S-X.
10.Please tell us if you plan to continue to pay the management service fee to Normad
Capital disclosed on pages F-66 and F-82 subsequent to your acquisition and your
consideration of making pro forma adjustments in your pro forma combined statements of
operations for the period and year presented.
Wellgistics Membership Interest Purchase Agreement, page 50
11.Please describe in detail the changes to the purchase payment that the parties are
negotiating. In doing so, please describe which of the payment terms are being negotiated,
as well as any other material provisions that are being renegotiated. Please clarify why the
parties are renegotiating the terms now, and explain how the renegotiation process
commenced, including who initiated it. Further, please clarify whether, as a result of the
renegotiation process, you still expect the transaction to close in the third quarter of 2024.
Please clarify whether any of the proceeds from this offering could be used to satisfy
payment obligations related to the transaction and revise your disclosure accordingly.
Finally, please tell us whether there is now an increased risk that the transaction might not
close on time or at all, and revise your disclosure, including your risk factor disclosure,
accordingly.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Wood Sage
Key Components of Results of Operations
Revenues, page 57
12.With a view to providing investors with a complete and balanced picture of Wood
Sage's business and revenues, please disclose here a breakdown of revenue for each of
CSP's major services. In this regard, we note your disclosure on pages 69-70 that CSP’s
general and specialty pharmacy services include (i) patient care coordination, (ii) clinical
services, (iii) compliance and persistency programs, (iv) patient financial assistance, (v)
prior authorization and (vi) risk evaluation and mitigation strategy; however, it is not clear
how much of these services contributes to CSP's revenue.
Business, page 68
13.We note the risk factor on page 25 that "Danam’s quarterly results may fluctuate
significantly based on seasonality and other factors." Please revise here to include a
discussion of the manner in which seasonality affects your business. Refer to Item
101(c)(1)(v) of Regulation S-K.
Pharmacies, page 75
14.We note your representation that DelivMeds’ digital pharmacy concept provides the
enumerated benefits. Please provide your basis for the stated benefits, or revise to
characterize them as management's belief.

August 29, 2024
Page 4
Information Technology, page 79
15.This section contains lengthy, technical information. For example, you discuss Dart and
Flutter, Angular and TypeScript as well as their roles in your core engine.  Please define
any technical jargon and revise in a way that a lay person can understand the role of your
information technology in the DelivMeds platform.
Certain Relationships and Related Person Transactions, page 93
16.Please clarify whether the disclosure in this section includes related party transactions
since the beginning of your last fiscal year, and revise as appropriate. In this regard, we
note your disclosure that "the following is a description of each transaction since January
1, 2024 (emphasis added)." Refer to Item 404 of Regulation S-K.
TRxADE Promissory Note, page 93
17.Please revise to provide all of the information required by Item 404(a)(5) of Regulation S-
K with respect to this related party loan. For example, we note that the interest rate is not
provided for the promissory note. Additionally, please file any related agreements as
exhibits to the registration statement.
Executive Employment Agreements, page 94
18.We note that you have entered into a contract agreement Aletheia Strategic Advisory LLC
pursuant to which Vishnu Balu has agreed to serve as Danam's Chief Financial
Officer. Please file this employment agreement as an exhibit to the registration statement
or tell us why you believe you are not required to do so. Refer to Item 601(b)(10)(ii) of
Regulation S-K.
Danam Health, Inc.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
19.We note the operations of Danam Health Inc., Wellgistics LLC., and Wood Sage
LLC, appear to be primarily located in Florida, but your audit reports were signed by an
audit firm based in Chennai, India. After asking your auditor, please tell us where the
majority of the audit work was conducted and how they concluded it is appropriate to
have an audit report issued by an auditor licensed in India. In your response, please tell us
whether another audit firm assisted in the audit. If so, please tell us the name of the other
firm, whether the other firm is registered with the PCAOB, and the extent to which audit
work was performed by the other firm.
Please have your auditor revise their report to address the following:
• Revise the first paragraph to provide an opinion for each period included in the audited
financial statements.
• The period your auditors were appointed is not a component of the "Opinion on the
Financial Statements" section, refer to paragraph .08 of AS 3101.
• Have your auditor retitle the section titled "Responsibilities of the Management for the
Financial Statement" to "Basis for Opinion." Refer to paragraph .09 of AS 3101.
• The statement that "management is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about Danam Health Inc’s 20.

August 29, 2024
Page 5
ability to continue as a going concern...," is not a component of the auditor report. Refer
to paragraph .18(a) of AS 3101 in regard to the auditors' responsibility as it relates to
going concern.
• Revise the auditors' statement on independence to reflect their "requirement to be
independent with respect to the company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the SEC and the PCAOB." Refer to
paragraph .09(g) of AS 3101.
Statement of Operations, page F-4
21.Please present net loss per share.  Refer to FASB ASC 260-10-50.
22.We note the financial statements were presented for the year ended for December 31,
2022 yet Danam was incorporated on September 6, 2022, Please revise to state these
statements cover the date of inception, September 6, 2022 to December 31, 2022. Please
make similar changes to the statements of cash flows.
Note 1. Organization and Summary of Significant Accounting Policies
Basis of Presentation, page F-7
23.Please revise to clarify that your financial statements do not include amounts related to the
acquisition of Wood Sage, LLC  which closed in June 2024.
WOOD SAGE, LLC Annual Financial Statements
Report of Independent Registered Public Accounting Firm, page F-22
24.Please have your auditor revise their report to address the following:
• Revise the first paragraph to provide an opinion for each period included in the audited
financials statements.
• The period your auditors were appointed is not a component of the "Opinion on the
Financial Statements" section, refer to paragraph .08 of AS 3101.
• Have your auditor retitle the section titled "Responsibilities of the Management for the
Financial Statement" to "Basis for Opinion." Refer to paragraph .09 of AS 3101.
• The statement that "management is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about Wood Sage LLC’s
ability to continue as a going concern...," is not a component of the auditor report. Refer
to paragraph .18(a) of AS 3101 in regards to the auditors responsibility as it relates to
going concern.
• Revise the auditors statement on independence to reflect their "requirement to be
independent with respect to the company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the SEC and the PCAOB." Refer to
paragraph .09(g) of AS 3101.
Note 3. Business Combinations, page F-32
25.Please tell us your consideration of providing the financial statements under Rule 8-04 of
Regulation S-X related to your acquisitions of Alliance Pharma Solutions LLC
and Community Specialty Pharmacy, LLC.

August 29, 2024
Page 6
Wellgistics, LLC Annual Financial Statements
Report of Independent Registered Public Accounting Firm, page F-50
26.Please have your auditor revise their report to address the following:
• Revise the first paragraph to provide an opinion for each period included in the audited
financial statements.
• The period your auditors were appointed is not a component of the "Opinion on the
Financial Statements" section, refer to paragraph .08 of AS 3101.
• Have your auditor retitle the section titled "Responsibilities of the Management for the
Financial Statement" to "Basis for Opinion." Refer to paragraph .09 of AS 3101.
• The statement that "management is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about Wellgistics LLC’s
ability to continue as a going concern...," is not a component of the auditor report. Refer
to paragraph .18(a) of AS 3101 in regards to the auditors responsibility as it relates to
going concern.
• Revise the auditors statement on independence to reflect their "requirement to be
independent with respect to the company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the SEC and the PCAOB." Refer to
paragraph .09(g) of AS 3101.
General, page F-55
27.Please tell us your consideration of providing the financial statements under Rule 8-04 of
Regulation S-X related to your acquisition of American Pharmaceutical Ingredients, LLC
and providing the disclosures in FASB ASC 805-10-50.
Wellgistics, LLC Interim Financial Statements
Note 1 Organization and Summary of Significant Accounting Policies
Unaudited Interim Financial Information, page F-74
28.Please clarify your disclosure of filing Form S-4 on May 2, 2024 here and elsewhere in
this filing, or revise accordingly.
General
29.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

August 29, 2024
Page 7
            Ple

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
2, 2024

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Trade & Services

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Rucha
    Pandit

    Re:
    Danam
    Health, Inc.

    Registration
    Statement on Form S-1

    Filed
    July 22, 2024

    File
    No. 333-280945

Dear
Ms. Pandit:

This
response letter (this “Response”) is submitted on behalf of Danam Health, Inc. (the “Company”)
in response to the comment 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. Canning, dated August 1, 2024
(the “Comment Letter”), with respect to the Company’s registration statement on Form S-1 (the “Registration
Statement”), filed with the SEC on July 22, 2024. The Company is concurrently submitting a first amendment to the Registration
Statement (“Amendment No. 1”), which reflects the changes discussed in this Response that the Company made to address
the Staff’s comment.

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

Our
initial review of your registration statement indicates that it fails to comply with the requirements of the Securities Act of 1933,
the rules and regulations thereunder and the requirements of the form. More specifically, the registration statement does not include
interim unaudited financials for the three months ended March 31, 2024.

Response:
In response the Staff’s comment, the Company has revised the Registration Statement to include interim unaudited financial
statements for the three months ended March 31, 2024.

*     *     *

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

    U.S. Securities and Exchange Commission
 Division of Corporate Finance
 August 2, 2024
 Page 2

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:
    Tim
    Canning

    Chief
    Executive Officer

    Danam
    Health, Inc.

August 1, 2024
Tim Canning
Chief Executive Officer
Danam Health, Inc
3000 Bayport Drive
Suite 950
Tampa, FL 33607
Re:Danam Health, Inc
Registration Statement on Form S-1
Filed July 22, 2024
File No. 333-280945
Dear Tim Canning:
            Our initial review of your registration statement indicates that it fails to comply with the
requirements of the Securities Act of 1933, the rules and regulations thereunder and the
requirements of the form. More specifically, the registration statement does not include interim
unaudited financials for the three months ended March 31, 2024.
            We will provide more detailed comments relating to your registration statement following
our review of a substantive amendment that addresses this deficiency.

            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kate Bechen