OTC: MWAI

MedWellAI, Inc.

CIK 0001520118 · SIC 6199 · Finance Services

Micro Revenue $528K Assets $140K as of Oct 14, 2026

We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company.… About this business →

Every 8-K is open in full. Other 10-Ks and 10-Qs show a 3-bullet preview. A free account reads 3 more full reports a month. Generating a report requires a verified account.

Sign up free

Want to see a complete report first? Today's free report (NRIX 10-Q) is open in full — no account needed.

10-K Filed Oct 13, 2026 · Period ending Jun 30, 2026

Summary not yet generated.

10-Q Filed May 5, 2026 · Period ending Mar 31, 2026

Summary not yet generated.

Partner

Trade MWAI commission-free

Open an account, get a free stock.

Sign up

Investing involves risk. Free stock terms apply.

8-K Filed Apr 17, 2026 · Period ending Apr 16, 2026

Summary not yet generated.

10-Q Filed Feb 23, 2026 · Period ending Dec 31, 2025

Summary not yet generated.

10-Q Filed Nov 14, 2025 · Period ending Sep 30, 2025

Summary not yet generated.

10-K Filed Sep 30, 2025 · Period ending Jun 30, 2025

Summary not yet generated.

8-K Filed Aug 7, 2025 · Period ending Aug 1, 2025

Summary not yet generated.

8-K Filed Jun 24, 2025 · Period ending Jun 17, 2025

Summary not yet generated.

10-K/A Filed May 10, 2024 · Period ending Jun 30, 2023

Summary not yet generated.

424B5 Filed Apr 1, 2021

Summary not yet generated.

S-1/A Filed Jan 13, 2021

Summary not yet generated.

S-1/A Filed Jan 4, 2021

Summary not yet generated.

S-1/A Filed Nov 23, 2020

Summary not yet generated.

S-1 Filed Oct 22, 2020

Summary not yet generated.

10-Q/A Filed Mar 1, 2016 · Period ending Dec 31, 2015

Summary not yet generated.

Latest financial statements

From 10-K filed Oct 13, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations

Description Year ended June 30, 2026 Year ended June 30, 2025
Revenue:
Commissions 437,857 576,931
Online sales, net - 17,837
Rental income 90,000 -
Total revenue 527,857 594,768
Costs and expenses:
Cost of revenues online products - 8,094
Cost of revenues rent 31,025 -
General and administrative 1,660,340 2,619,322
Depreciation and amortization 34,021 31,907
Realized (gain) loss on sale/purchase of digital assets - 23,894
Impairment expense 38,966 752,125
Total operating expenses 1,764,352 3,435,342
Income (loss) from operations (1,236,495) (2,840,574)
Other income (expense):
Other income 10,770 -
Interest expense (52,329) (52,239)
Loss on settlement of payables - (56,887)
Loss on exchange of Series C & D preferred shares (241,918) -
Total other income (expense) (283,477) (109,126)
Income (loss) from continued operations before income taxes (1,519,972) (2,949,700)
Provision for income taxes - -
Net income (loss) from continued operations (1,519,972) (2,949,700)
Net income (loss) from discontinued operations (72,939) (829,557)
Net income (loss) (1,592,911) (3,779,257)
Net income (loss) attributable to noncontrolling interest (3,446) (172,112)
Net income (loss) attributable to MedWellAI, Inc. (1,589,465) (3,607,145)
Continuing operations:
Net income (loss) per common share attributable to shareholders, basic (0.24) (0.49)
Net income (loss) per common share attributable to shareholders, diluted (0.24) (0.49)
Weighted average number of common shares outstanding, basic 6,293,840 5,705,232
Weighted average number of common shares outstanding, diluted 6,293,840 5,705,232
Discontinuing operations:
Net income (loss) per common share attributable to shareholders, basic (0.01) (0.15)
Net income (loss) per common share attributable to shareholders, diluted (0.01) (0.15)
Weighted average number of common shares outstanding, basic 6,293,840 5,705,232
Weighted average number of common shares outstanding, diluted 6,293,840 5,705,232

Consolidated Balance Sheets

Description June 30, 2026 June 30, 2025
ASSETS
Current assets:
Cash 86,222 401,310
Receivables 9,099 287
Prepaid expenses and other current assets 10,556 10,956
Deposits, Current 6,000 6,000
Current assets of discontinued operations - 220
Total current assets 111,877 418,773
Other assets:
Property and equipment, net 890 42,069
Intangible assets, net 27,680 51,430
Operating lease right-of-use assets - 95,509
Deposits, noncurrent - 125,000
Other assets of discontinued operations - 72,719
Total other assets 28,570 386,727
TOTAL ASSETS 140,447 805,500
LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable 137,904 123,620
Accrued expenses 110,121 62,837
Deferred revenue - 203
Accrued preferred stock dividends - 2,133,081
Operating lease liability, current - 26,750
Due to related party 711,115 209,419
Notes payable in default, net of debt discount 500,000 500,000
Series C convertible preferred stock, $0.001 par value, 6,500 shares authorized, 6,500 shares issued and outstanding as of June 30, 2026 6,500,000 -
Total current liabilities 7,959,140 3,055,910
Long Term Liabilities
Sub-lease security deposit - 7,500
Operating lease liability, long-term - 77,525
Total Liabilities 7,959,140 3,140,935
Mezzanine:
Series C preferred stock, $0.001 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of June 30, 2026 - 1,125,000
Series D preferred stock, $0.001 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of June 30, 2026 - 3,000,000
Commitments and contingencies - -
Stockholders' equity (deficit):
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, 500,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025 500 500
Series B preferred stock, $0.001 par value, 1,500,000 shares authorized, 130,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025 130 130
Common stock payable 83,708 26,250
Common stock, $0.001 par value, 300,000,000 shares authorized, 6,536,580 and 6,186,580 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively 6,533 6,183
Additional paid in capital 82,193,063 82,016,218
Accumulated deficit (90,263,345) (88,673,880)
Total Stockholders' deficit of MedWellAI, Inc. and Subsidiaries (7,979,411) (6,624,599)
Noncontrolling interest 160,718 164,164
Total stockholders' deficit (7,818,693) (6,460,435)
Total liabilities, mezzanine and stockholders' deficit 140,447 805,500

Consolidated Statements of Cash Flows

Description Years ended June 30, 2026 Years ended June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations (1,519,972) (2,949,700)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 34,021 31,907
Impairment expense 38,966 752,125
Stock-based compensation 223,018 599,542
Realized loss on sale/purchase of digital assets - 23,894
Loss on settlement of payables - 56,887
Loss on exchange of Series C & D preferred stock 241,918 -
Lease cost, net of repayment (8,766) 14,766
Change in fair value of digital assets - -
Operating cost paid with digital assets - 3,244
Revenue recognized from Bitcoin mined
Changes in operating assets and liabilities:
Receivables (8,812) 2,588
Prepaid expenses and other current assets 125,400 115,034
Accounts payable 25,920 99,594
Accrued expenses 47,284 35,205
Sub-lease security deposit (7,500) -
Deferred revenue (203) 203
Due to related party 501,696 279,399
Net cash provided by (used in) operating activities continuing (307,030) (935,312)
Net cash provided by (used in) operating activities discontinuing - 86,781
Net cash provided by (used in) operating activities (307,030) (848,531)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisition of Healthy Lifestyle USA LLC - 4,711
Purchase of 51% interest in Healthy Lifestyle USA LLC - (250,000)
Net proceeds from the sale of digital assets - 8,380,352
Purchase of digital assets - (6,810,165)
Purchase of property and equipment - (2,242)
Purchase of leasehold improvements (8,058) (40,885)
Purchase of intangible assets - (186,025)
Cash deposit received from subtenant - 7,500
Net cash provided by (used in) investing activities continuing (8,058) 1,103,246
Net cash provided by (used in) investing activities discontinuing - 88,780
Net cash provided by (used in) investing activities (8,058) 1,192,026
CASH FLOWS FROM FINANCING ACTIVITIES: - -
Net cash provided by (used in) financing activities continuing - -
Net cash provided by (used in) financing activities discontinuing - -
Net cash provided by (used in) financing activities - -
Net increase (decrease) in cash (315,088) 343,495
Cash, cash equivalents, and restricted cash beginning of period 401,310 57,815
Cash, cash equivalents, and restricted cash end of period 86,222 401,310
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - 30,000
Income taxes - -
Non-cash investing and financing activities - continuing:
Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC - 100,000
Common stock payable in exchange for settlement of liabilities - 148,455
Recognition of lease liability and ROU asset at lease commencement - 112,746
Payment of amounts due to related party with digital assets - 116,751
Share exchange agreement with BHP Capital 6,500,000 -
Forgiveness of related party account payable 11,635 -
Non-cash investing and financing activities - discontinuing:
Common stock issued for purchase of bitcoin miners - -
Purchase of bitcoin miners with digital assets - -

Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About MedWellAI, Inc.

Source: Item 1 (Business) from the 10-K filed October 13, 2026. Description as filed by the company with the SEC.

Item 1. Business.

We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC (“MedWell USA), all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.

On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”).

We are a publicly traded company (OTCQB: MWAI), based in Clearwater, Florida, that is focused on earning commissions through the use of a fully automated e-commerce platform that connects in-office buyers with multiple FDA-registered 503B pharmacies, offering GLP-1 weight management therapies, peptides and other compounds.

The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.

This e-commerce platform enables procurement agents and resellers to market products to licensed healthcare providers, wellness spas and telemedicine companies in a 100% automated, cost-effective, efficient, compliant and profitable manner without requiring any infrastructure investment.

Read full description ↓

Key features of the platform include access to multiple 503B outsourcing facilities, over 100 products, personalized pricing, direct payment deposits, custom domain options, and onboarding support.

The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.

Recent Material Developments

Series B Certificate of Amendment

On April 16, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Series B Certificate of Amendment”) to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company, which was originally filed on December 21, 2015 and corrected on November 7, 2016. Pursuant to the Series B Certificate of Amendment, the Company has increased the designated and authorized number of shares of Series B Convertible Preferred Stock from 1,000,000 to 1,500,000.

Share Exchange and Series C Amended and Restated Certificate of Designation

On July 21, 2025, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company and BHP Capital NY, Inc. (the “BHP”) agreed to effect a consolidation and exchange of securities (the “Exchange”), whereby BHP agreed to exchange (i) 3,000 shares of Series D Preferred Stock of the Company and (ii) 1,500 shares of Series C Preferred Stock of the Company (collectively, the “Pre-Exchange Shares”) for an aggregate of 6,500 shares of newly designated Series C Preferred Stock, subject to terms and conditions set forth in the Exchange Agreement. As part of the Exchange, the Company agreed to retire $2,133,081 in accrued but unpaid dividends due to BHP pursuant to its ownership of the Pre-Exchange Shares.

On August 1, 2025, pursuant to the Exchange Agreement, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations (the “Series C A&R Certificate of Designation”) of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) with the Secretary of State of the State of Nevada. The following is a summary of the terms of the Series C Preferred Stock, as amended:

·
Dividends. Holders of Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends are paid on shares of the Common Stock.

·
Voting Rights. The Series C Preferred Stock will vote together with the Common Stock on an as-converted basis subject to certain beneficial ownership limitations. In addition, for as long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock (a) amend or alter the rights, powers, or preferences of the Series C Preferred Stock; (b) authorize or issue any class of stock senior to, or otherwise pari passu with, the Series C Preferred Stock; (c) amend the Company’s charter documents in a way that adversely affects the Series C Preferred Stock; (d) increase the number of authorized shares of Series C Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing.

·
Liquidation. Upon any Liquidation (as defined in the Series C A&R Certificate of Designation), holders of Series C Preferred Stock shall be entitled to receive the Stated Value (as defined in the Series C A&R Certificate of Designation) of their shares plus any accrued and unpaid dividends or other applicable fees, before any distribution is made to holders of junior securities. If the Company’s assets are insufficient to pay all such amounts in full, they will be distributed pro rata among holders of Series C Preferred Stock based on the amounts otherwise payable.

·
Conversion. Each share of Series C Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into the number of shares of Common Stock, subject to certain ownership limitations set forth in the Series C A&R Certificate of Designation. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value by the Conversion Price, which equals to the previous trading day’s closing price of the Common Stock. The Conversion Price is subject to adjustments and restrictions set forth in the Series C A&R Certificate of Designation.

Competition

We operate in a highly competitive environment across the wellness and compounded pharmaceutical sectors. The broader wellness industry represents a large consumer and clinic economy, while compounded pharmaceuticals constitute a smaller but strategically significant segment in the United States. Our operations compete primarily within the compounded pharmaceutical space, focusing on weight management, hormone therapies, peptides, and personalized care solutions.

Financial

Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granberry, Texas. The hosting and power purchase agreement for this facility required the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset mining operations. As of June 7, 2024, all miners were disconnected from their power source. On February 7, 2025, the Company agreed to terminate the hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $843,544 of payables and pay the Company $87,000 in exchange for the $578,147 deposit collected as part of the hosting and power purchase agreement. Accordingly, during the year ended June 30, 2025, the Company recognized a $352,397 gain on settlement of payables. The hosting facility further released the Company’s miners. During the year ended June 30, 2025 the Company sold many of their miners and reported their digital asset mining operations as discontinued operations in its financial statements.

Revenues from commissions, were $437,857 and $576,931 for the years ended June 30, 2026 and 2025, respectively.

Revenues from online sales, which are no longer being pursued due to regulatory hurdles, were $0 and $17,837 for the years ended June 30, 2026 and 2025, respectively.

Rental income was $90,000 and $0 for the years ended June 30, 2026 and 2025, respectively.

Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand as of June 30, 2024 were sufficient to fund operations during the years ended June 30, 2026 and 2025. During the years ended June 30, 2026 and 2025, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

Additional Capital Requirements

To continue to operate, complete and successfully operate our business and to fund future operations, we may need to raise additional capital for expansion or other expenses of operations. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing operations, and potential new development and administrative support expenses. We anticipate that we will seek to fund our operations through public or private equity or debt financings or other sources, such as potential collaboration agreements. If additional financing is required, we cannot be certain that it will be available to us on favorable terms, or at all.

Employees

We presently have five full-time employees including Steve Rubakh, our sole officer and director, who devotes 100% of his time to our operations. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees; however, we at times do reimburse Mr. Rubakh for certain health insurance and medical costs.

Available Information

All reports of the Company filed with the Securities and Exchange Commission (the “SEC”) are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.