DataMeds AI, Inc. 10-K

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Common Stock Our common stock was approved for listing on Nasdaq under the symbol “WGRX”, on February 14, 2025. At present, there is a limited market for our common stock. We have one class of common stock. The transfer agent and registrar for our common stock is Colonial Stock Transfer Co, Inc. Common Stock and Preferred Stock Outstanding and Holders of Record As of March 6, 2026, we had 105,854,108 shares of common stock outstanding, held by 46 stockholders of record, not including holders who hold their shares in street name. Dividend Policy We have never paid cash dividends on our capital stock and we currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that the our board of directions may deem relevant. Securities Authorized for Issuance under Equity Compensation Plans Information regarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report on Form 10-K. Initial Public Offering Use of Proceeds On February 24, 2025, we closed our initial public offering, pursuant to which we issued and sold 888,889 shares of common stock at an initial public offering price of $4.50 per share. The offer and sale of all of the shares of our common stock in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333- 280945), which was declared effective by the SEC on February 14, 2025. Craft Capital Management LLC and D. Boral Capital LLC acted as joint book-runners for the Company’s initial public offering. We received aggregate gross proceeds from the initial public offering of $4 million, or aggregate net proceeds of approximately $3.12 million after deducting underwriting discounts and commissions and other offering costs. None of the underwriting discounts and commissions or offering expenses were incurred or paid, directly or indirectly, to (i) our directors or officers or their associates, (ii) persons owning 10% or more of our common stock or (iii) any of our affiliates. There has been no material change in our planned use of the net proceeds from our initial public offering as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on February 21, 2025. 51 Recent Sales of Unregistered Securities Between March 21, 2025, and March 27, 2025, we issued 19,764,108 shares of restricted stock under the Wellgistics Health, Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”) to the following individuals: ● 600,000 shares to the Company’s independent directors, with 198,000 shares vesting immediately and the remainder vesting in equal amounts on March 4, 2026, and March 4, 2027; ● 8,164,494 shares to the Company’s non-independent directors, with each share vesting immediately; ● 503,158 shares to certain employees, with 15,000 shares vesting immediately, 116,942 vesting on October 1, 2025, 126,942 vesting on October 1, 2026, 126,942 vesting on October 1, 2027, 58,666 vesting on October 1, 2028, and 58,666 vesting on October 1, 2029; ● 9,000,000 shares to the Company’s chief executive officer, which vest upon the achievement of certain financial metrics for the fiscal years ending December 31, 2025, 2026, and 2027, with the first vesting opportunity occurring during the first quarter 2026; ● 223,333 shares to former employees, with each share vesting over three years and ● 1,273,123 shares to consultants or advisers, with 1,041,123 shares vesting immediately and the remainder vesting in equal amounts over 3 years. On April 11, 2025, the Company issued 152,000 shares of common stock as a commitment fee to Hudson Global Ventures, LLC pursuant to an equity purchase agreement. On June 26, 2025, the Company issued 750,000 shares of restricted common stock to former chief executive officer Timothy Canning as consideration for the sign-on bonus deliverable to the terms of his employment agreement, which terminated upon his resignation in February 2025. These restricted shares vest on December 26, 2025. On July 2, 2025, the Company issued 200,000 shares of restricted common stock to Michael Peterson, a member of the Board of Directors. Of these, 66,000 shares vested immediately, while the remaining 134,000 shares are scheduled to vest in equal installments on July 2, 2026, and July 2, 2027. On July 24, 2025, the Company issued an aggregate of 7,940,118 shares of Common Stock to the sellers of Wellgistics, LLC in partial settlement of due to seller under the revised Wellgistics MIPA. On August 4, 2025, the Company issued 243,428 shares of Common Stock to a third party for advisory services rendered to the Company. These shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. On August 26, 2025, the Company issued an aggregate of 200,000 shares of Common Stock to a third party for marketing services rendered to the Company. These shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. On October 30, 2025, the Company issued 5,742,656 shares of Common stock to Blue Cap Acquisition LLC, converting an outstanding indebtedness of $4,019,859 attributable to Integra Pharma Solutions, LLC. On October 30, 2025, the Company issued 1,857,143 shares of Common stock to Blue Cap Acquisition LLC, converting an outstanding indebtedness of $1,300,000 attributable to Integra Health Inc. During the year ended December 31, 2025, the Company issued 3,426,254 shares of common stock in connection with put notices submitted under the Hudson Equity Purchase Agreement (the “Hudson EPA”), generating net proceeds of $2,838,787. The Hudson EPA was subsequently terminated by the Company, effective August 13, 2025. Company Purchases of Equity Securities None . ITEM 6. [RESERVED] 52