intv_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 16, 2026

 

MEDWELLAI, INC.

(Exact name of registrant as specified in charter)

 

Nevada

 

000-55681

 

82-1725385

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2380 Drew Street, Suite 3

Clearwater, FL 33765

(Address of principal executive offices) (Zip Code)

 

(813) 384-8480

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 16, 2026, MedWellAI, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. The Certificate of Amendment amends the Company’s previously filed Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock, which was originally filed on December 21, 2015 and corrected on November 7, 2016 (the “Certificate of Designation”). Pursuant to the 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. Except as expressly amended by the Certificate of Amendment, the Certificate of Designation remains in full force and effect. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Exhibits

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Certificate of Designation, Preferences, and Rights of Series B Convertible Preferred Stock

104

 

Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 
2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 17, 2026

 

MEDWELLAI, INC.

 

 

 

 

 

By:

/s/ Steve Rubakh

 

 

 

Steve Rubakh

 

 

 

Chief Executive Officer

 

 

 

 
3

 

EXHIBIT 3.1

 

 

STATE OF NEVAD

 

FRANCISCO V. AGUILAR

Secretary of State

C. MURPHY HEBERT

Chief Deputy Secretary of State

DEANNA L. REYNOLDS

Deputy Secretary for Commercial Recordings

 

OFFICE OF THE

SECRETARY OF STATE

 

  

Business Entity - Filing Acknowledgement

04/16/2026

 

Work Order Item Number:

W2026041600112 - 5164470

Filing Number:

20265674363

Filing Type:

 Amended Certification of Stock Designation After Issuance of Class/Series

Filing Date/Time:

04/16/2026 07:16:10 AM

Filing Page(s):

3

 

Indexed Entity Information:

Entity ID: E0163072-0011-0

 Entity Name: MedWellAI, Inc

Entity Status: Active

Expiration Date: None

 

Commercial Registered Agent

SILVER SHIELD SERVICES, INC.

1170 E 10th St, Silver Springs, NV 89429, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

 

 

Respectfully,

 

 

 

 

 

 

FRANCISCO V. AGUILAR

 

 

 

Secretary of State

 

 

 

 

 

Page 1 of 1

Commercial Recording

 

 

 

401 N. Carson Street

Carson City, NV 89701

 

 

1 State of Nevada Way

Las Vegas, NV 89119

 

 

 

 

   

 

FRANCISCO V. AGUILAR

Secretary of State

 

Filed in the Office of

Secretary of State

State Of Nevada

Business Number

E0163072011-0

 

401 North Carson Street

Carson City, Nevada 89701-4201

 

Filing Number

20265674363

 

(775) 684-5708

Website:    www.nvsos.gov

 

Filed On

04/16/2026 07:16:10 AM

 

www.nvsilverflume.gov

 

Number of Pages

3

 

 

Certificate, Amendment or Withdrawal of Designation

NRS 78.1955, 78.1955(6)

 

☐ Certificate of Designation

 

☐ Certificate of Amendment to Designation- Before Issuance of Class or Series

 

☒ Certificate of Amendment to Designation- After Issuance of Class or Series

 

☐ Certificate of Withdrawal of Certificate of Designation

 

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

1. Entity information:

 

Name of entity:

MedWellAI, Inc

 

Entity or Nevada Business Identification Number (NVID): NV20111196635

2. Effective date and time:

 

For Certificate of Designation or

 Date:

 

Time:

 

 

 

Amendment to Designation Only

 

 

 

 

 

 

(Optional):

(must not be later than 90 days after the certificate is filed)

3. Class or series of stock: (Certificate of Designation only)

 

The class or series of stock being designated within this filing:

 

4. Information for amendment of class or series of stock:

 

The original class or series of stock being amended within this filing:

 

SERIES B CONVERTIBLE PREFERRED STOCK

5. Amendment of class or series of stock:

 

☐ Certificate of Amendment to Designation- Before Issuance of Class or Series

 

As of the date of this certificate no shares of the class or series of stock have been issued.

 

 

☒ Certificate of Amendment to Designation- After Issuance of Class or Series

 

The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.

6.Resolution: (Certificate of Designation and Amendment to Designation only)

 

By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.*

 

 

 

7. Withdrawal:

 

Designation being Withdrawn:

 

Date of Designation:

 

 

 

 

No shares of the class or series of stock being withdrawn are outstanding.

 

 

The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: *

8. Signature: (Required)

 

X

Steve Rubakh

 

Date: 04/16/2026

 

 

 

 

Signature of Officer

 

 

 

 

 

This form must be accompanied by appropriate fees.

Page 1 of 1

Revised: 1/1/2019

 

 

 

 

   

 

 

 

 

Filed in the Office of

Secretary of State

State Of Nevada

Business Number

E0163072011-0

 

 

 

Filing Number

20265674363

 

 

 

Filed On

04/16/2026 07:16:10 AM

 

 

Number of Pages

3

 

CERTIFICATE OF AMENDMENT

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF

SERIES B CONVERTIBLE PREFERRED STOCK OF

MEDWELLAI, INC.

 

This Certificate of Amendment (after issuance of series) to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (the “Amendment”) is dated as of April 13, 2026.

 

WHEREAS, the board of directors (the “Board”) of MedWellAI, Inc., a Nevada corporation (Entity or Nevada Business Identification Number: NV20111196635) (the “Company”), pursuant to the authority granted to it by the Company’s Articles of Incorporation, as amended, has previously fixed the rights, preferences, restrictions and other matters relating to a series of the Company’s preferred stock, consisting of 1,000,000 authorized shares of preferred stock, classified as Series B Convertible Preferred Stock (the “Preferred Stock”), and the Certificate of Designation, Preferences and Rights of the Preferred Stock (the “Certificate of Designation”) was initially filed with the Secretary of State of the State of Nevada on December 21, 2015, evidencing such terms;

 

WHEREAS, pursuant to Section 3 of the Certificate of Designation, amending the Certificate of Designation requires the affirmative vote of the holders of 90% of the shares of Preferred Stock outstanding (the “Required Holders”);

 

WHEREAS, the Required Holders pursuant to the Certificate of Designation have consented on April 13, 2026, to this Amendment on the terms set forth herein; and

 

WHEREAS, the Board has duly adopted resolutions proposing to adopt this Amendment and declaring this Amendment to be advisable and in the best interest of the Company and its stockholders.

 

NOW, THEREFORE, this Amendment has been duly adopted and has been executed by a duly authorized officer of the Company as of the date first set forth above to amend the terms of the Certificate of Designation as follows:

 

1. Section 1 of the Certificate of Designation is hereby replaced in its entirety with the following:

 

Section 1. Designation, Amount and Par Value.

 

The series of preferred stock shall be designated as the Series B Convertible Preferred Stock (the “Series B Preferred Stock”), and the number of shares so designated and authorized shall be One Million Five Hundred Thousand (1,500,000). Each share of Series B Preferred Stock shall have a par value of $0.001 per share and a stated value of $0.001 per share (the “Stated Value”).

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer as of the date first written above.

 

 

MedWellAI, INC.
       
By: /s/ Steve Rubakh

 

Name:

Steve Rubakh

  
   

Chief Executive Officer, Chief

  
  Title:

Financial Officer, and Director