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 June 30, 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 April 8, 2026, the Company issued 40,000 shares of common stock to Silverback Capital Corporation in connection with the Company’s purported termination of the Settlement Agreement described elsewhere in this Quarterly Report. On April 10, 2026, the Company issued 85,465 shares of common stock to Silverback Capital Corporation in connection with the termination described above. On May 20, 2026, the Company issued 100,000 shares of common stock to Silverback Capital Corporation pursuant to the Settlement Agreement, following the parties’ rescission of the termination described above and reinstatement of the Settlement Agreement. On May 20, 2026, the Company issued 14,085 shares of common stock to Outside The Box Capital Inc. as consideration for marketing and consulting services rendered to the Company. On June 22, 2026, our Chairman of the Board and our President and Chief Executive Officer each exercised warrants to purchase 100,000 shares of common stock, for an aggregate of 200,000 shares of common stock. 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 May 27, 2026 note offering. Repurchases None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.