COMMITMENTS AND CONTINGENCIES	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 14. COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and if it is determined that such a liability for litigation or loss contingencies is both probable and estimable. Although the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings, which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial position. Legal Matters On August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and the Chairman of the Board for breach of contract, breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty, claiming accounting services of $377,947 for which it has not been paid. The Company has answered the arbitration demand and is vigorously defending the matter. Relatedly, Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company, have sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, asserting claims of improper UCC-1 filings, tortious interference with business relationships, slander of title, and state RICO violations. A motion to dismiss filed by Blythe remains pending. The Company is vigorously prosecuting its claims. Wellgistics, LLC is a defendant in a legal proceeding initiated by Lifsa Drugs LLC in the United States District Court for the District of New Jersey. The complaint alleges that Wellgistics, LLC failed to make payment for certain pharmaceutical products and seeks damages of approximately $420,460, together with interest, legal fees, and other related costs. The underlying amount has been recorded as a liability and is included within accounts payable in the accompanying condensed consolidated balance sheet. Lifsa’s underlying claim was subject to a Claim Purchase Agreement, dated January 28, 2026, between Silverback Capital Corporation (“Silverback”) and Lifsa, pursuant to which Silverback acquired rights with respect to the claim in the amount of $307,900, as part of the broader settlement process between the Company and Silverback described in Note 9. On July 7, 2026, Silverback and Lifsa entered into a Claim Rights Confirmation and Payment Agreement, which the Company executed solely to acknowledge its terms, confirming the claim amount of $307,900 and providing for payment by Silverback of $140,000 on or before July 9, 2026, with the remaining balance of $167,900 payable within 90 days thereafter. Silverback paid the initial $140,000 installment on July 8, 2026. Upon payment of the claim in full, Lifsa has agreed to dismiss the litigation with prejudice, including any claims in excess of the $307,900 confirmed amount. In June 2026, Brian Norton, who served as the Company’s Chief Executive Officer from February 28, 2025 until his resignation on October 6, 2025, and who was a seller of membership interests in Wellgistics, LLC to the Company, filed suit against the Company in the Court of Chancery of the State of Delaware. Mr. Norton seeks monetary damages and shares of common stock that he claims are due to him in connection with the sale of his membership interests in Wellgistics, LLC, together with consequential damages allegedly arising from the Company’s claimed nonpayment. The Company believes Mr. Norton is not owed any such amounts and intends to vigorously defend the suit. Dispute with Former Management On October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida against certain former officers and/or directors of the Company. The complaint asserts claims including breach of fiduciary duty of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable claims. In January 2026, the Company served a notice of additional claims against the former management parties for misrepresentations and omissions of material fact in connection with an acquisition of certain limited liability company membership interests. The Company intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations and omissions, as well as related equitable and monetary remedies. On December 10, 2025, defendants filed a motion to compel arbitration of all claims. A hearing on the motion was held on April 27, 2026. As of June 30, 2026, obligations associated with these arrangements are reflected as liabilities on the Company’s condensed consolidated balance sheet in the aggregate amount of approximately $17,500,000. Of this amount, $5,000,000 was due and payable on July 24, 2026 pursuant to the terms of the underlying promissory note. Because this matter remains in dispute, the Company has not made this payment as of the date of this Quarterly Report. Because the potential resolution of this matter may result in a gain contingency, no amounts have been recognized in the accompanying condensed consolidated financial statements for any potential recovery or reduction of the recorded liability. The Company will continue to evaluate this matter and will adjust the related liability, if appropriate, based on developments in the litigation. Vendor Demand Letter The Company and certain of its subsidiaries have received demand letters from various vendors requesting payment for goods and services previously provided. The aggregate amount referenced in these demand letters is approximately $4.3 million, of which approximately $2.8 million is already recorded within accounts payable in the accompanying condensed consolidated balance sheet. The remaining $1.5 million relates to claims that are not recorded as liabilities in the accompanying condensed consolidated financial statements. Based on management’s evaluation in accordance with ASC 450, Contingencies, a loss related to these unrecorded claims is not probable as of June 30, 2026. Accordingly, no liability has been recognized for these amounts.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies Disclosure [Abstract]

Note 14. COMMITMENTS AND CONTINGENCIES

From time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and if it is determined that such a liability for litigation or loss contingencies is both probable and estimable.

Although the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings, which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial position.

Legal Matters

On August 21, 2024, Blythe Global Advisors, LLC filed a demand for arbitration against the Company and the Chairman of the Board for breach of contract, breach of the implied covenant of good faith and fair dealing, and breach of personal guaranty, claiming accounting services of $377,947 for which it has not been paid. The Company has answered the arbitration demand and is vigorously defending the matter.

Relatedly, Wellgistics, LLC, Wood Sage, LLC, Alliance Pharma Solutions, LLC, and Community Specialty Pharmacy, LLC, all subsidiaries of the Company, have sued Blythe Global Advisors, LLC in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, asserting claims of improper UCC-1 filings, tortious interference with business relationships, slander of title, and state RICO violations. A motion to dismiss filed by Blythe remains pending. The Company is vigorously prosecuting its claims.

Wellgistics, LLC is a defendant in a legal proceeding initiated by Lifsa Drugs LLC in the United States District Court for the District of New Jersey. The complaint alleges that Wellgistics, LLC failed to make payment for certain pharmaceutical products and seeks damages of approximately $420,460, together with interest, legal fees, and other related costs. The underlying amount has been recorded as a liability and is included within accounts payable in the accompanying condensed consolidated balance sheet. Lifsa’s underlying claim was subject to a Claim Purchase Agreement, dated January 28, 2026, between Silverback Capital Corporation (“Silverback”) and Lifsa, pursuant to which Silverback acquired rights with respect to the claim in the amount of $307,900, as part of the broader settlement process between the Company and Silverback described in Note 9. On July 7, 2026, Silverback and Lifsa entered into a Claim Rights Confirmation and Payment Agreement, which the Company executed solely to acknowledge its terms, confirming the claim amount of $307,900 and providing for payment by Silverback of $140,000 on or before July 9, 2026, with the remaining balance of $167,900 payable within 90 days thereafter. Silverback paid the initial $140,000 installment on July 8, 2026. Upon payment of the claim in full, Lifsa has agreed to dismiss the litigation with prejudice, including any claims in excess of the $307,900 confirmed amount.

In June 2026, Brian Norton, who served as the Company’s Chief Executive Officer from February 28, 2025 until his resignation on October 6, 2025, and who was a seller of membership interests in Wellgistics, LLC to the Company, filed suit against the Company in the Court of Chancery of the State of Delaware. Mr. Norton seeks monetary damages and shares of common stock that he claims are due to him in connection with the sale of his membership interests in Wellgistics, LLC, together with consequential damages allegedly arising from the Company’s claimed nonpayment. The Company believes Mr. Norton is not owed any such amounts and intends to vigorously defend the suit.

Dispute with Former Management

On October 10, 2025, the Company initiated litigation in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida against certain former officers and/or directors of the Company. The complaint asserts claims including breach of fiduciary duty of loyalty, breach of contract, tortious interference with a contract, tortious interference with business relationships, and other applicable claims. In January 2026, the Company served a notice of additional claims against the former management parties for misrepresentations and omissions of material fact in connection with an acquisition of certain limited liability company membership interests. The Company intends to seek, among other relief, rescission and cancellation of any purported commitments related to or resulting from the misrepresentations and omissions, as well as related equitable and monetary remedies.

On December 10, 2025, defendants filed a motion to compel arbitration of all claims. A hearing on the motion was held on April 27, 2026.

As of June 30, 2026, obligations associated with these arrangements are reflected as liabilities on the Company’s condensed consolidated balance sheet in the aggregate amount of approximately $17,500,000. Of this amount, $5,000,000 was due and payable on July 24, 2026 pursuant to the terms of the underlying promissory note. Because this matter remains in dispute, the Company has not made this payment as of the date of this Quarterly Report. Because the potential resolution of this matter may result in a gain contingency, no amounts have been recognized in the accompanying condensed consolidated financial statements for any potential recovery or reduction of the recorded liability. The Company will continue to evaluate this matter and will adjust the related liability, if appropriate, based on developments in the litigation.

Vendor Demand Letter

The Company and certain of its subsidiaries have received demand letters from various vendors requesting payment for goods and services previously provided. The aggregate amount referenced in these demand letters is approximately $4.3 million, of which approximately $2.8 million is already recorded within accounts payable in the accompanying condensed consolidated balance sheet. The remaining $1.5 million relates to claims that are not recorded as liabilities in the accompanying condensed consolidated financial statements. Based on management’s evaluation in accordance with ASC 450, Contingencies, a loss related to these unrecorded claims is not probable as of June 30, 2026. Accordingly, no liability has been recognized for these amounts.