DataMeds AI, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities Set forth below is information regarding securities that we issued during the three months ended March 31, 2026, that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed. On January 13, 2026, the Company issued 1,224,489 shares of common stock to Hudson Global Ventures, LLC as consideration for consulting services rendered to the Company. On January 16, 2026, in connection with the issuance of secured convertible promissory notes, the Company issued warrants to purchase an aggregate of 1,097,640 shares of common stock to Dawson James Securities, Inc. and its designees, at an exercise price of $0.41 per share, expiring January 20, 2031. On February 12, 2026, the Company issued 2,340,000 shares of common stock to Silverback Capital Corporation pursuant to a court-approved settlement agreement under Section 3(a)(10) of the Securities Act. On March 9, 2026, the Company issued 4,126,000 shares of common stock to Silverback Capital Corporation pursuant to the settlement agreement described above. On March 18, 2026, the Company issued an aggregate of 10,000,000 shares of common stock and 10,000,000 warrants to Suren Ajjarapu and Prashant Patel in settlement of accrued compensation obligations, exercisable at $0.01 per share and expiring March 18, 2031. On March 23, 2026, the Company issued 400,000 shares of common stock to Silverback Capital Corporation as consideration for settlement and legal fees incurred in connection with the settlement arrangement. The foregoing issuances, other than the shares issued to Silverback Capital Corporation pursuant to the court-approved settlement agreement under Section 3(a)(10) of the Securities Act, were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares issued to Silverback Capital Corporation were issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act based upon the fairness determination made by the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida. In each transaction, we did not engage in any general solicitation or advertising and we offered the securities to a limited number of persons with whom we had pre-existing relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to the issuances, making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the shares. The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transactions, other than Dawson James Securities, Inc. acting as placement agent in connection with the convertible note offering. Repurchases None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.