Veri MedTech Holdings, Inc S-1/A, filed Feb 11, 2026
Veri MedTech Holdings, Inc. (VRHI)
As filed with the U.S. Securities and Exchange Commission on February 10, 2026
Registration No. 333-291560
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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VERI MEDTECH HOLDINGS, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware |
| 7374 |
| 33-2891877 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
________________________________
1660 International Dr., Ste. 600
Mclean, Virginia 22101
Tel.: 1-202-410–7411
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
________________________________
Corporate Creations Network
1521 Concord Pike Suite 201
Wilmington, DE 19803
(561) 694-8107
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________________
Copies to:
Clifford J. Hunt, Esquire Law Office of Clifford J. Hunt, P.A. 8200 Seminole Boulevard Seminole, Florida 33772 (727) 471-0444 | Joseph M. Lucosky, Esquire Soyoung Lee, Esquire Lucosky Brookman LLP 101 Wood Avenue South Woodbridge, NJ 08830 (732) 395-4400 |
________________________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging Growth Company | ☒ |
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If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☒
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DRAFT DATED FEBRUARY 10, 2026
PRELIMINARY PROSPECTUS
[●] Shares of Common Stock
Veri Medtech Holdings, Inc.
This is a firm commitment public offering (the “Offering”) of shares of the Common stock, par value $0.0001 per share ( “Common Stock”) of Veri Medtech Holdings, Inc. (“VERI”), a Delaware corporation. There is a limited public trading market for our Common Stock. We are offering up to [●] shares of our Common Stock. We currently estimate that the public offering price will be between $[●] to $[●] per share with a $[●] assumed initial public offering price (which is the midpoint of the $[●] to $[●] range.
Our Common Stock is quoted on the OTCID Market (“OTCID”) under the ticker symbol “VRHI.” As of December 5, 2025, the last reported price of our Common Stock was $1.60 per share at market close. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. We intend to apply to list our Common Stock on The NYSE American Market under the symbol “VRHI”. No assurance can be given that our application will be approved. If shares of our Common Stock are not approved for listing on the NYSE American Market, we will not consummate this offering.
We are a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”
We are an “emerging growth company” under the federal securities laws and may elect to comply with certain reduced public company reporting requirements for future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”
Following the completion of the Offering, Company executives will hold more than 50% of the total voting power of the Company and therefore, the Company will be deemed a “controlled company” under applicable NYSE rules. However, the Company does not intend to rely on the corporate governance exemptions typically afforded to “controlled companies” following the Offering under applicable SEC and NYSE rules, including exemptions with respect to a majority of independent directors on the board, an independent compensation committee and the nomination of directors by independent directors or by a committee consisting of independent directors. Instead, the Company intends to voluntarily comply fully with these corporate governance requirements as prescribed by NYSE rules.
We are a holding company and conduct all our operations through our subsidiaries. The Common Stock offered in this offering are shares of the holding company. Investors of our Common Stock should be aware that the Common Stock do not represent or constitute equity interests in our subsidiaries.
IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED IN THE SECTION TITLED “RISK FACTORS” BEGINNING ON PAGE ____ OF THIS PROSPECTUS. INVESTORS SHOULD ONLY CONSIDER AN INVESTMENT IN THESE SECURITIES IF THEY CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Public offering price |
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Proceeds to us before offering expenses (3) |
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(1) | In addition to the underwriting discounts and commissions, we have agreed to reimburse the underwriter for certain expenses, including a corporate finance fee equal to 2% of the gross proceeds we receive in this offering. See “Underwriting” on page 79 of this prospectus for a description of these arrangements. |
(2) | The Underwriter’s Warrants will represent the right to purchase 8% of the aggregate number of shares of Common Stock sold in this offering, excluding the overallotment option, at an exercise price equal to 110% of the offering price per share |
(3) | We estimate the total expenses of this offering will be approximately $_______. Upon closing, we have also agreed to reimburse up to $150,000 of the underwriter’s expenses relating to the offering, including for road show, diligence, and legal expenses. |
We have granted the underwriter a 45-day option to purchase up to _____________ additional shares of our Common Stock at the initial public offering price less applicable underwriting discounts. The amount of offering proceeds to us presented in the table above does not give effect to any exercise of this over-allotment option (if any). See “Underwriting” on page 80 of this prospectus for a description of these arrangements.
The underwriter expects to deliver our shares to purchasers in this offering on or about , 2026, subject to satisfaction of customary closing conditions.
Lead Bookrunning Manager
N E T W O R K 1 F I N A N C I A L
S E C U R I T I E S, I N C
The date of this prospectus is ___, 2026
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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You should rely only on information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.
The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.
Neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.
All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus contain “forward-looking statements.” Forward-looking statements are made based on our management’s expectations and beliefs concerning future events impacting our company and are subject to uncertainties and factors relating to our operations and economic environment, all of which are difficult to predict and many of which are beyond our control. You can identify these statements from our use of the words “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “plan,” “may” and similar expressions. These forward-looking statements may include, among other things:
| · | statements relating to projected growth and management’s long-term performance goals; |
| · | statements relating to the anticipated effects on results of operations or our financial condition from expected developments or events; |
| · | statements relating to our business and growth strategies; and |
| · | any other statements which are not historical facts. |
Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements may not be realized due to a variety of factors, including without limitation:
| · | our current and anticipated cash needs and our need for additional financing; |
| · | federal, state and foreign regulatory requirements; |
| · | our ability to develop and commercialize our products and services; |
| · | our ability to enter into agreements to implement our business strategy; |
| · | our ability to maintain exclusive rights with respect to our licensed technology; |
| · | our ability to protect our intellectual property; |
| · | our ability to obtain and maintain an adequate level of insurance; |
| · | the effects of competition in our market areas; |
| · | our reliance on certain key personnel; |
| · | further sales or other dilution of our equity, which may adversely affect the market price of our Common Stock; and |
| · | other factors and risks described under “Risk Factors” beginning on page 11 of this prospectus. |
You should not place undue reliance on any forward-looking statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
Certain Terms Used in this Prospectus
All references in this prospectus to:
| · | “Veri Medtech Holdings, Inc.,” “VERI,” “Veri Medtech Holdings,” the “Company,” “us,” “we,” “our,” or “ours” or like terms when used in the present tense or prospectively refer to Veri Medtech Holdings, Inc. and its subsidiaries, including our wholly-owned subsidiaries, Veriheal Inc., a Wyoming corporation, DosePop Inc. (f/k/a “Verinew”), a Delaware corporation and Alternative Medical Clinic LLC, a Delaware limited liability company. Veri Medtech Holdings, Inc. is the issuer in this offering. |
OTHER INFORMATION
Our website address is www.VeriMedtech.com. We expect to make our periodic reports and other information filed with or furnished to the Securities Exchange Commission (“SEC”), available free of charge through a link on our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.
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We provide services through our platform in the following states: | ||||
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| · | Alaska | · | Massachusetts |
| · | Arizona | · | Michigan |
| · | Arkansas | · | Minnesota |
| · | California | · | Mississippi |
| · | Colorado | · | Missouri |
| · | Connecticut | · | Montana |
| · | Delaware | · | Nevada |
| · | District of Columbia | · | New Jersey |
| · | Florida | · | New York |
| · | Georgia | · | North Carolina |
| · | Hawaii | · | North Dakota |
| · | Illinois | · | Ohio |
| · | Iowa | · | Oklahoma |
| · | Kansas | · | Pennsylvania |
| · | Kentucky | · | Texas |
| · | Louisiana | · | Vermont |
| · | Maine | · | Virginia |
| · | Maryland | · | Washington |
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| · | West Virginia |
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Our websites are located at www.veriheal.com, www.Dosepop.com and VeriMedtech.com. Information on our website is not part of this prospectus or the offering.
Our principal executive offices are located at 1660 International Dr., Suite 600, McLean, VA 22102, and our telephone number is 1-202-410–7411.
We also operate at the following locations: | ||||
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| · | 1700 East 17th Avenue, Denver, CO, 80218 | ||
| · | 3500 E Fletcher Ave., suite 509, Tampa, FL 33613 | ||
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We recently introduced a personalized consultation service on our platform that provides 15 and 25 minute one-on-one online sessions with patients and physicians or certified experts. These consults meet the desires of patients seeking information and more education about how they can best incorporate medical cannabis in their lives to an optimal benefit. The consultations are often centered around terpene and cannabinoid products. Additionally, like a nutritionist or a dietician, the Company’s coaches provide a personalized action plan for patients and answer any queries. The consultations are priced according to the time spent with the specialist and can be booked at any point in time as they are not tied to any medical cannabis certification.
Revenue
We generate revenue primarily from our medical marijuana card services and charge a fee ranging from approximately $100 to $200 for each card and annual renewals. We have generated revenue of approximately $17 million and $22 million from our medical marijuana cards services during the years ended December 31, 2024, and 2023, respectively. We reported a net income (loss) of approximately ($409,000) and $3,530,000 for the years ended December 31, 2024 and 2023, respectively.
Marketing
We use a combination of radio and digital advertising and our websites to generate customer inquiries. We acquired MarijuanaDoctors.com for $3,000,000 in 2022, and the website now serves as a patient generation source for our customers. We also use social media such as Instagram, Facebook, TikTok, and Pinterest to build our brand and grow our patient base. | ||||
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Target Markets
Our core target demographic is made up of middle-class Americans that earn on average $40,000 annually in household income and are over 18 years old. Some states restrict medical cannabis use to 21 years or older only. As per a recent study, a typical medical cannabis patient is between the age of 24 – 42 years old.
Employees
Each of our officers provide full-time employment hours. As of the date of this prospectus, there were 25 full-time employees that serve in the following departments: | ||||
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| · | Management | · | Information Technology |
| · | Finance | · | Marketing |
| · | Sales | · | Human Resources |
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We also use the services of additional advisors and consultants on an as-needed basis to perform outsourced tasks. None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees to be good.
Raw Materials
We do not use raw materials in our business.
Research and Development
We do not use research and development in our business. The main development is continually adding functionality to our platform.
Intellectual Property
We hold the following trademarks and tradenames: Veriheal DosePop and Verinew. We also protect our intellectual property through, among other things, a combination of trade secrets, know-how, trademarks, and confidentiality agreements.
Insurance
We have liability insurance of $3M million for liabilities arising from our operations. There can be no assurance that all potential liabilities will be covered by insurance or that the insurance coverage will be adequate.
Properties
As of the date of this prospectus, we occupy the following properties:
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| · | 1660 International Dr., Suite 600, McLean, VA 22102 | Lease, 300sqft, Annual Rent of approximately $24,000, | ||
| · | 1700 East 17th Avenue, Denver, CO, 80218| Lease, 3000sqft, Annual Rent of $180,000, | ||
| · | 3500 E Fletcher Ave., Suite 509, Tampa, FL 33613, Annual Rent of approximately $22,000. | ||
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We believe this space is sufficient to meet our needs. We do not anticipate any significant difficulties in obtaining any additional space if needed.
Environmental Compliance
Compliance with environmental laws has not had, nor do we expect such compliance will have, any material adverse effect upon our capital expenditures, net income, or competitive position. We believe that we are not subject to any material costs for compliance with any environmental laws. | ||||
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Dependence on a Few Customers
We are not dependent on one or a few customers. We do not expect to be so in the future.
Seasonality
Our business, as well as the industry in which we operate, is not seasonal.
Emerging Growth Company
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, unlike public companies that are not emerging growth companies under the JOBS Act, we will not be required to:
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| · | provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; |
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| · | provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations; |
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| · | comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; |
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| · | provide certain disclosure regarding executive compensation required of larger public companies or hold stockholder advisory votes on the executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); or |
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| · | obtain stockholder approval of any golden parachute payments not previously approved. |
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We will cease to be an emerging growth company upon the earliest of: | ||
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| · | the last day of the fiscal year in which we have $1.235 billion or more in annual revenues as referenced in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”); |
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| · | the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of our most recently completed second fiscal quarter); |
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| · | the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or |
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| · | the last day of the fiscal year following the fifth anniversary of our initial public offering. |
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In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. However, we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies. | ||
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Smaller Reporting Company
To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.
Going Concern
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has shareholders’ deficit, accumulated deficit and working capital deficit, of approximately $2,405,000, $2,521,000 and $2,514,000 respectively, at December 31, 2024 and has a net loss in 2024 of approximately $409,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company reported a net loss of approximately $1,305,000 for the nine months ended September 30, 2025. Notwithstanding this result, the Company continues to generate revenue and maintain active operations across its core business segment. Based on current forecasts and available cash as of September 30, 2025, the Company may require additional capital to fully support its planned growth initiatives and capital expenditures over the next twelve months.
Corporate Information
Our corporate headquarters are located at 1660 International Dr., Ste. 600, Mclean, Virginia 22101. Our telephone number is 1-202-410–7411. We maintain certain information on our website at www.VeriMedtech.com. The information on our website is not (and should not be considered) part of this prospectus and is not incorporated into this prospectus by reference.
Summary of Risk Factors
The summary below provides an overview of many of the risks we face, and a more detailed discussion of risks is set forth below in the section entitled “Risk Factors”. Consistent with the foregoing, the risks we face include, but are not limited to, the following: | ||
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| · | Our limited operating history makes it difficult to evaluate our current business and future prospects, and our recent success may not be indicative of our future results of operations. |
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| · | Our business and operations have experienced periods of rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems and processes, our business, financial condition and results of operations will be adversely affected. |
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| · | If we are unable to attract new clients or continue to broaden our existing clients’ use of our solutions, our business, financial condition and results of operations could be materially and adversely affected. |
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| · | Growth of our business will depend on a strong brand and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of clients. |
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| · | We may not accurately predict the long-term rate of client subscription renewals or adoption of our solutions, or any resulting impact on our revenues or results of operations. |
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| · | We leverage third-party software, content and services for use with our solutions. Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software, content or services, could cause delays, errors or failures of our solutions, increases in our expenses and reductions in our sales, which could materially and adversely affect our business, financial condition and results of operations. |
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| · | If we are unable to effectively integrate our solutions with other systems used by our clients, or if there are performance issues with such third-party systems, our solutions will not operate effectively, and our business, financial condition and results of operations could be materially and adversely affected. |
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| · | We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations. |
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| · | We derive all of our revenues from clients in the healthcare technology, telemedicine and alternative medicine industry, and any downturn, consolidation or decrease in healthcare spend in these industries could materially and adversely affect our business, financial condition and results of operations. |
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| · | A breach or other compromise of our security measures or those of third parties we rely on could result in unauthorized access to personal information about our clients’ customers and other individuals and other data or disruptions to our systems or operations, which could materially and adversely impact our reputation, business, financial condition and results of operations. |
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| · | Our failure to comply with laws and regulations applicable to us as a telemedicine, alternative medicine healthcare technology service provider could materially and adversely affect our business, financial condition and results of operations, increase costs and impose constraints on the way we conduct our business. |
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| · | Privacy and data security concerns, data collection and transfer restrictions, contractual obligations and U.S. and foreign laws, regulations and industry standards related to data privacy, security and protection could limit the use and adoption of our healthcare technology platforms and materially and adversely affect our business, financial condition and results of operations. |
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| · | Our quarterly and annual results of operations are likely to fluctuate in future periods. |
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| · | Our sales cycle can be unpredictable, time-consuming and costly, which could materially and adversely affect our business, financial condition and results of operations. |
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| · | Because competition for key employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our operations and future growth. |
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| · | Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand. |
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| · | Claims by others that we infringe, misappropriate or otherwise violate their proprietary technology or other rights could have a material and adverse effect on our business, financial condition and results of operations. |
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Summary of the Offering | ||
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Total Common Stock offered by the Company |
| [●] shares of Common Stock
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Shares of Common Stock outstanding immediately before this offering: |
| 20,000,003 |
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Shares of Common Stock outstanding immediately after this offering (1) |
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Over-allotment Option |
| We have granted the representative of the underwriters a 45-day option to purchase up to an additional [●] shares of our common stock at the public offering price to cover over-allotments, if any. |
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Use of proceeds |
| We expect to receive approximately $[●] of gross proceeds, based upon the assumed offering price of $[●] per share, and after deducting the underwriting discount of $[●], we expect to receive approximately $[●]. If the underwriters fully exercise their right to purchase additional shares of Common Stock, we estimate that we will receive gross proceeds of $[●] from the sale of the Common Stock and net proceeds of $[●]after deducting $[●] for underwriting discounts and commissions. The Company will use the proceeds of this offering to fund organic and acquisitive growth and other uses as described in the “Use of Proceeds” section.
Please read “Use of Proceeds.”
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Listing and trading symbol |
| Our stock is presently listed on the OTCID Market under the symbol “VRHI” and there is a limited public market for our stock. We have applied for a listing on the NYSE American Market under the symbol “VRHI”.
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Lock-Up |
| We, our directors, executive officers, and holders of more than [10%] of the outstanding shares of our Common Stock have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of 180 days after the date of this prospectus. See “Underwriting”. |
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Underwriter’s Warrants |
| We have agreed to issue to the representative of the underwriters or its designees at the closing of this offering, warrants to purchase the number of shares of our common stock equal to 8% of the aggregate number of shares sold in this offering (the “Representative’s Warrants”). The Representative’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months after the commencement of sales in this offering. The exercise price of the Representative’s Warrants will equal [●]% of the initial public offering price per share, subject to adjustments. See “Underwriting”.
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Risk factors |
| You should carefully read and consider the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Common Stock. |
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(1) The number of shares of Common Stock that will be outstanding after this offering set forth above ([●] shares) is based upon 20,000,003 shares of Common Stock outstanding as of February 10, 2026, but does not include the exercise by the underwriter of its option to purchase additional Shares. | ||
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Investing in our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus before deciding to purchase our securities. There are many risks that affect our business and results of operations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of these risks. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.
Risks Related to our Business and Industry
The Company has limited operating history, limited working capital, and is in the initial commercialization stage.
We began offering services in 2017 through our subsidiary Veriheal, Inc. Since that time, our business has expanded. The Company’s business is subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, limited capital, need to expand its workforce, unanticipated costs, uncertain markets, adverse changes in technology. If the Company’s revenues grow more slowly than it anticipates or if its operating expenses exceed expectations, the Company’s financial performance will be adversely affected. The Company’s prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development. The Company cannot assure investors that it will be successful in addressing the risks it may encounter, and its failure to do so could have a material adverse effect on its business, prospects, financial condition and results of operations. Failure of the Company to meet its objectives would have a material adverse effect on the Company and its operations. In particular, insufficient market demand would have a material adverse effect on the Company’s business, financial condition and results of operations.
Our limited operating history and evolving business make it difficult to evaluate our current business and future prospects and plan for our future growth. We have encountered and will continue to encounter significant risks and uncertainties frequently experienced by new and growing companies in rapidly changing and heavily regulated industries, such as attracting new customers and healthcare providers (sometimes referred to herein as “providers”), to our platform, retaining our customers, competition from other companies, whether online healthcare providers or traditional healthcare providers, hiring, integrating, training and retaining skilled personnel, verifying the identity of customers and credentials of providers serving our customers, unforeseen expenses, challenges in forecasting accuracy, and new or adverse regulatory developments affecting the use of healthcare technology, or other aspects of the healthcare industry. Additional risks include our ability to effectively manage growth and process, store, protect, and use personal data in compliance with governmental regulation, contractual obligations, and other legal obligations related to privacy and security. If our assumptions regarding these and other similar risks and uncertainties that relate to our business, which we use to plan our business, are incorrect or change as we gain more experience operating our platform or expand into the treatment of new conditions, or if we do not address these challenges successfully, our operating and financial results could differ materially from our expectations and our business could suffer. Similar risks apply to our subsidiary cloud-based software as a service business that is exposed to many of the risks typically experienced by a new and growing company including ability to attract new customers, entrance of competitors, and other risk factors.
The healthcare technology market is immature and volatile, and if it does not develop as we hope it will, the growth of our business will be harmed.
With respect to our healthcare technology services, the healthcare technology market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. Our success will depend to a substantial extent on the willingness of our customers to use, and to increase the frequency and extent of their utilization of, our healthcare technology platform, as well as on our ability to continue to grow our existing business. Negative publicity concerning our platform or the healthcare technology market as a whole, could limit market acceptance of our product. If our customers do not perceive the benefits of our healthcare technology product and services, or if our product does not drive customer retention, then our market may not develop, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns, negative publicity regarding patient confidentiality and privacy in the context of healthcare technology could limit market acceptance of our healthcare services. If any of these events occurs, it could have a material adverse effect on our business, financial condition, and results of operations.
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If we are unable to expand the scope of our services, including the number and quality of healthcare providers, and the number of individuals being treated through our platform, our business and results of operations may be materially and adversely affected.
We provide customers with access to healthcare technology-based medical consultations with providers, and cannabis products prescribed by the providers for specific medical conditions. In order for our business to continue growing and expanding, we need to continue expanding our customer base and services we offer our customers, including healthcare technology consultations. Additionally, changes in laws and regulations (or enforcement thereof) could impact the usefulness of our platform and could necessitate changes or modifications to our platform or services to accommodate such changes. In addition, we may lose existing customers who choose a competitor’s products and services. This could result in a temporary or permanent revenue shortfall and adversely affect our business.
If we are unable to successfully market to new customers and retain existing customers or healthcare laws prevent or limit our marketing activities, our business and results of operations could be harmed.
We generate revenue from our platform by charging a flat fee for our initial services regarding procurement of medical cannabis cards. There is an annual subscription fee that customers pay if they want to continue to use our services to renew their medical cannabis card. Unless we are able to acquire new customers, and retain existing customers, our business, financial condition, and results of operations may be harmed.
In order to acquire new customers and patients, and to incentivize existing customers and patients to purchase more of our offerings, we use social media platforms, search engine marketing, emails, text messages, influencers, and many other online and offline marketing strategies to reach new customers. State and federal laws and regulations governing the privacy and security of personal information, including healthcare data, are evolving rapidly and could impact our ability to identify and market to potential and existing customers. Similarly, certain federal and state laws regulate, and in some cases limit, the use of discounts, promotions, and other marketing strategies in the healthcare industry. If federal, state, or local laws governing our marketing activities become more restrictive or are interpreted by government authorities to prohibit or limit these activities, our ability to attract new customers and retain customers would be affected and our business could be materially harmed. In addition, any failure, or perceived failure, by us, to comply with any federal, state, or local laws or regulations governing our marketing activities could adversely affect our reputation, brand, and business, and may result in claims, proceedings, or actions against us by governmental entities, consumers, or others, or other liabilities or may require us to change our operations and/or cease using certain marketing strategies.
Changes to social networking or advertising platforms’ terms of use, terms of service, or traffic algorithms that limit promotional communications, impose restrictions that would limit our ability or our customers’ ability to send communications through their platforms, disruptions, or downtime experienced by these platforms or reductions in the use of or engagement with social networking or advertising platforms by customers and potential customers could also harm our business. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees, or third parties acting at our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, consumers or others. Any such inappropriate use of social media, emails and text messages could also cause reputational damage and adversely affect our business.
Additionally, we use emails, phone calls, and text messages to communicate with customers and we collect consumer data, including email addresses and phone numbers, to further our marketing efforts with such consenting consumers. If we fail to adequately or accurately collect such data or if our data collection systems are breached or information therein is misused, our business, financial condition, and results of operations could be harmed. Further, any failure, or perceived failure, by us, or any third parties processing such data, to comply with privacy policies or with any federal or state healthcare, privacy, or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand, and business, and may result in claims, proceedings, or actions against us by governmental entities, consumers, or others or other liabilities or may require us to change our operations and/or cease using certain data sets.
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Our business relies heavily on Facebook, Google, Amazon and many other social networks and search engines for customer acquisition. Social media platforms enforce strict rules against cannabis-related content, often flagging or removing posts that hint at promotion or usage, even if they comply with community guidelines. Any changes and restrictions to the advertising policy of these platforms could materially adversely affect our revenue and business.
Our business is highly dependent upon online advertising platforms for promoting our brand and product. Changes to advertising policies by these platforms could restrict or eliminate our ability to run advertisements for our product which would adversely impact our business. Changes in advertising costs could dramatically increase our customer acquisition costs, which could adversely affect profitability and result in us having to raise more capital to grow our business.
If we are unable to expand our marketing infrastructure, we may fail to increase the usage of our platform to meet our forecasts.
Veriheal first launched our healthcare technology platform in 2017. As a result, we have only limited experience marketing our product and engaging customers at our current scale. We derive a substantial majority of our revenue from customers’ annual subscriptions made available through our platform. Our financial condition and results of operations are and will continue to be highly dependent on the ability of our marketing function to adequately promote, market, and attract customers to our platform in a manner that complies with applicable laws and regulations and at a cost that does not exceed our current budget allocated to marketing.
A key element of our business strategy is the continued expansion of our marketing infrastructure, to drive customer acquisition and retention. As we increase our marketing efforts in connection with the expansion of our platform, we will need to further expand the reach of our marketing networks. Our future success will depend largely on our ability to continue to hire, train, retain, and motivate a skilled marketing workforce with significant industry-specific knowledge in various areas, including direct-to-consumer business models, ecommerce, technology, healthcare, and the regulatory restrictions related thereto, as well as the competitive landscape for our solutions.
If we are unable to expand our marketing capabilities, we may not be able to effectively expand the scope of our platform to attract new customers. Relatedly, if any of our marketing platforms significantly increase their advertising fees, our ability to expand our marketing reach will be greatly impeded. Any such failure could adversely affect our reputation, revenue, and results of operations.
Our revenue growth depends on consumers’ willingness to adopt our product, and the failure of our product to achieve and maintain market acceptance could result in us achieving revenue below our expectations, which could cause results of operations to be materially and adversely affected.
Our growth is highly dependent upon the adoption by consumers of our product, and we are subject to the risk of reduced demand for our product. If the market for our product does not gain broad market acceptance or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed.
Our current business strategy is highly dependent on our platform and product achieving and maintaining market acceptance. Market acceptance and adoption of our model and the product and services we make available depend on educating potential customers who may find our services and our product useful, as well as potential partners, suppliers, and providers, as to the distinct features, ease-of-use, positive lifestyle impact, cost savings, and other perceived benefits of our product as compared to those of competitors. If we are not successful in demonstrating to existing and potential customers the benefits of our services, our revenue may decline or we may fail to increase our revenue in line with our forecasts.
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Achieving and maintaining market acceptance of our model and our services could be negatively impacted by many factors, including, to the extent they arise:
| · | perceived risks associated with the use of our platform, healthcare technology or similar technologies generally, including those related to privacy and customer data; |
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| · | our inability to expand into new conditions and to attract providers qualified to treat those conditions; |
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| · | regulatory developments that affect our business, including in healthcare, data privacy and security, and consumer protection; |
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| · | competitors offering healthcare technology options or technologies for customers and the rate of acceptable of those solutions as compared to our platform; |
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| · | perceived difficulty or complexity of obtaining a medical consultation or prescription on our platform; and |
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| · | negative reviews of providers treating our customers. |
In addition, our business model and the services and products we make available may be perceived by potential customers, and providers to be less trustworthy or effective than traditional medical care or competitive healthcare technology options, and people may be unwilling to change their current health regimens or adopt our product. Moreover, we believe that providers can be slow to change their treatment practices or approaches because of perceived liability risks or distrust of departures from traditional practice. Accordingly, we may face resistance to our offerings from brick-and-mortar providers until there is overwhelming evidence to convince them to alter their current approach.
The market for our model and services is new, and increasingly competitive.
The healthcare industry is undergoing significant structural change and consolidation, which makes it difficult to forecast demand for our solutions.
The market for our products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, and changing consumer demands and behaviors. We are expanding our business by offering access to consultation and treatment options for new conditions, and it is uncertain whether our offerings will achieve and sustain high levels of demand and market adoption. Our future financial performance depends in part on growth in this market, our ability to market effectively and in a cost-efficient manner, and our ability to adapt to emerging demands of our customers. It is difficult to predict the future growth rate and size of our target market. Negative publicity concerning healthcare technology generally, our offerings, customer success on our platform, or our market as a whole could limit market acceptance of our business model and services. If our customers do not perceive the benefits of our offerings, or if our offerings do not drive customer use and enrollment, then our market and our customer base may not continue to develop, or they may develop more slowly than we expect. Our success depends in part on the willingness of providers and healthcare organizations to partner with us, increase their use of healthcare technology, and our ability to demonstrate the value of our technology to providers, as well as our existing and potential customers. If providers, healthcare organizations or regulators work in opposition to us or if we are unable to reduce healthcare costs or drive positive health outcomes for our customers, then the market for our services may not continue to develop, or it might develop more slowly than we expect. Similarly, negative publicity regarding customer confidentiality and privacy in the context of healthcare technology could limit market acceptance of our business model and services.
The healthcare industry in the United States is continually undergoing or threatened with significant structural change and is rapidly evolving. We believe demand for our offerings has been driven in part by rapidly growing costs in the traditional healthcare system, difficulties accessing the healthcare system, patient stigma associated with sensitive medical conditions, the movement toward patient-centricity and personalized healthcare, and advances in technology. Widespread acceptance of personalized healthcare enabled by technology is critical to our future growth and success. A reduction in the growth of technology-enabled personalized healthcare could reduce the demand for our services and result in a lower revenue growth rate or decreased revenue. Additionally, the majority of our revenue is driven by products and services offered through our platform on a subscription basis, and the adoption of subscription business models is still relatively new, especially in the healthcare industry. If customers do not shift to subscription business models and subscription health management tools do not achieve widespread adoption, or if there is a reduction in demand for subscription products and services or subscription health management tools, our business, financial condition, and results of operations could be adversely affected.
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Additionally, if healthcare or healthcare benefits trends shift or entirely new technologies are developed that replace existing offerings, our existing or future services could be rendered obsolete and require that we materially change our technology or business model. If we are unable to do so, our business could be adversely affected. In addition, we may experience difficulties with software development, industry standards, design or marketing that could delay or prevent our development, introduction, or implementation of new options on our platform and any enhancements thereto. Any such difficulties may have an adverse effect on our business, financial condition, and results of operations.
We operate in highly competitive markets and face competition from large, well-established healthcare providers with significant resources, and, as a result, we may not be able to compete effectively.
The markets for healthcare are intensely competitive, subject to rapid change and significantly affected by new product and technological introductions and other market activities of industry participants. Our current competitors include traditional healthcare providers expanding into the healthcare technology market, incumbent healthcare technology providers, as well as new entrants into our market that are focused on direct-to-consumer healthcare. Our competitors include enterprise-focused companies who may enter the direct-to-consumer healthcare industry, as well as direct-to-consumer healthcare providers. Many of our current and potential competitors may have greater name and brand recognition, longer operating histories, significantly greater resources than we do and may be able to offer products and services similar to the product offered on our platform at more attractive prices than we can. Further, our current or potential competitors may be acquired by third parties with greater available resources, which has recently occurred in our industry. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements and may have the ability to initiate or withstand substantial price competition.
New competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, and greater financial resources, which could put us at a competitive disadvantage. Although it is unclear whether these regulatory changes will be permanent or that they will have a long-term impact on the adoption of healthcare technology services by the general public or legislative and regulatory authorities, these changes may result in greater competition for our business. The lower barriers to entry may allow various new competitors to enter the market more quickly and cost effectively than before the COVID-19 pandemic. Additionally, we believe that the COVID-19 pandemic has introduced many new users to healthcare technology and further reinforced its benefits to potential competitors. We believe this may drive additional industry consolidation or collaboration involving competitors that may create competitors with greater resources and access to potential customers. The COVID-19 pandemic may also cause various traditional healthcare providers to evaluate and eventually pursue healthcare technology options that can be paired with their in-person capabilities. These industry changes could better position our competitors to serve certain segments of our current or future markets, which could create additional price pressure. In light of these factors, even if our offerings are more effective than those of our competitors, current or potential customers may accept competitive solutions in lieu of purchasing from us.
Our ability to compete effectively depends on our ability to distinguish our company and our offerings from our competitors and their products, and includes factors such as:
| · | accessibility, ease of use and convenience; |
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| · | price and affordability; |
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| · | personalization; |
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| · | brand recognition; |
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| · | long-term outcomes; |
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| · | market penetration; |
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| · | marketing resources and effectiveness; |
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| · | partnerships and alliances; |
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| · | relationships with providers; and |
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| · | regulatory compliance recourses. |
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If we are unable to successfully compete with existing and potential competitors, our business, financial condition, and results of operations could be adversely affected.
We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service, or adequately address competitive challenges.
We anticipate that we will continue to significantly expand our operations and headcount in the near term as we continue to scale domestically. We also anticipate entering the international market to meet perceived demand for our product. We are continually executing a number of growth initiatives, strategies and operating plans designed to enhance our business. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate.
This growth has placed, and future growth will place, a significant strain on our management, administrative, operational, and financial infrastructure. Our success will depend in part on our ability to manage this growth effectively and execute our business plan. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial, and management controls, and our reporting systems and procedures, and we will need to ensure that we maintain high levels of patient care and support. Failure to effectively manage growth and execute our business plan could result in difficulty or delays in increasing the size of our customer base, declines in quality of patient care, support, or satisfaction, increases in costs, difficulties in introducing new products or features, or other operational difficulties, and any of these difficulties could adversely affect our business performance and results of operations.
If we fail to develop widespread brand awareness cost-effectively, our business may suffer.
We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread adoption of our solution and attracting new customers. Our brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in doing so, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts or to achieve the widespread brand awareness that is critical for broad client adoption of our brand. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our customers or providers, could harm our reputation and brand and make it substantially more difficult for us to attract new customers and providers.
If we are unable to attract and retain high quality healthcare providers for our customers, our business may be materially and adversely affected.
Our success depends on our continued ability to maintain customer access to a network of qualified healthcare providers, which include medical doctors and physician assistants. If we are unable to recruit and retain licensed physicians and other qualified providers to perform services on our platform, it could have a material adverse effect on our business and ability to grow and could adversely affect our results of operations. In any particular market, providers could demand higher payments or take other actions that could result in higher medical costs, less attractive service for our customers, or difficulty meeting regulatory requirements. The failure to maintain or to secure new cost-effective arrangements with third party medical groups and independent providers on our platform may result in a loss of, or inability to grow, our customer base, higher costs, less attractive service for our customers and/or difficulty in meeting regulatory requirements, any of which could have a material adverse effect on our business, financial condition, and results of operations.
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Any failure to offer high-quality support may adversely affect our relationships with customers and healthcare providers, and in turn our business and results of operations.
In using our platform, our customers depend on our patient care and support to resolve issues in a timely manner. We may be unable to respond quickly enough to accommodate short-term increases in demand for patient care and support. We also may be unable to modify the nature, scope, and delivery of our offerings or patient care and support to compete with changes in solutions provided by our competitors. Increased customer demand for support could increase costs and adversely affect our business, financial condition, and results of operations. Our revenue is highly dependent on our reputation and on positive recommendations from our customers and providers. Any failure to maintain high-quality patient care and support or a market perception that we do not maintain high-quality patient care and support, could adversely affect our reputation, our ability to sell our product on our platform, and in turn our business, financial conditions, and results of operations.
We face risk that may arise from acquisitions and investments, which could result in operating difficulties, dilution, and other harmful consequences that may adversely impact our business.
We may pursue inorganic methods of growth, including strategic acquisitions and mergers in the future, to add complementary or strategic companies, products, solutions, technologies, or revenue. These transactions could be material to our results of operations and financial condition. We also expect to continue to evaluate and enter into discussions regarding a wide array of potential strategic transactions. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions on favorable terms, if at all. The process of integrating an acquired company, business, or technology may create unforeseen operating difficulties and expenditures. The related areas where we face risks include, but are not limited to:
| · | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
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| · | loss of key employees of the acquired company and other challenges associated with integrating new employees into our culture, as well as reputational harm if integration is not successful; |
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| · | difficulties in integrating and managing the combined operations, technologies, technology platforms, and products of the acquired companies, and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems; |
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| · | regulatory complexities of integrating or managing the combined operations or expanding into other industries or parts of the healthcare industry; |
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| · | assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk for liabilities; |
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| · | failure to successfully further develop the acquired technology or realize our intended business strategy; |
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| · | uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions; |
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| · | unanticipated costs associated with pursuing acquisitions; |
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| · | failure to find commercial success with the products or services of the acquired company; |
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| · | difficulty transitioning the acquired technology onto our existing platforms and maintaining the security standards for such technology consistent with our other solutions; |
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| · | failure to successfully onboard customers or maintain brand quality of acquired companies; |
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| · | responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, as well as, without limitation, liabilities arising out of their failure to maintain effective data protection and privacy controls and comply with applicable regulations; |
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| · | failure to generate the expected financial results related to an acquisition on a timely manner or at all; and |
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| · | potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, client relationships, or intellectual property, are later determined to be impaired and written down in value. |
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Future acquisitions could also result in expenditures of significant cash, dilutive issuances of our equity securities, the incurrence of debt, restrictions on our business, contingent liabilities, amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. In addition, any acquisitions we announce could be viewed negatively by customers, providers, partners, suppliers, or investors.
Additionally, competition within our industry for acquisitions of business, technologies and assets may become intense. Even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or the target may be acquired by another company. We may enter into negotiations for acquisitions that are not ultimately consummated. Those negotiations could result in diversion of management time and significant out-of-pocket costs. If we fail to evaluate and execute acquisitions successfully, we may not be able to realize the benefits of these acquisitions, and our results of operations could be harmed. If we are unable to successfully address any of these risks, our business, financial condition, or results of operations could be harmed.
Expansion into international markets can be a driver of long-term growth, when we expand into international markets, we will face additional business, political, legal, regulatory, operational, financial, and economic risks, any of which could increase our costs and hinder such growth.
Expanding our business to attract customers and providers in countries other than the United States is an opportunity for growth for us going-forward. An important part of targeting international markets is increasing our brand awareness and establishing relationships with partners internationally. Doing business internationally involves a number of risks, including:
| · | uncertain legal and regulatory requirements applicable to healthcare technology; |
| · | our inability to replicate our domestic business structure consistently outside of the United States, especially as it relates to our contractual arrangement with professional entities; |
| · | multiple conflicting and changing laws and regulations such as tax laws, privacy, and data protection laws and regulations, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits, and licenses; |
| · | obtaining regulatory approvals or clearances where required for the sale of our offerings, products, devices, and services in various countries; |
| · | requirements to maintain data and the processing of that data on servers located within the United States or in such countries; |
| · | protecting and enforcing our intellectual property rights; |
| · | logistics and regulations associated with prescribing medicine online and engaging with partner pharmacies to ship the prescribed medication; |
| · | natural disasters, political and economic instability, including wars, terrorism, social or political unrest, including civil unrest, protests, and other public demonstrations, outbreaks of disease, pandemics or epidemics, boycotts, curtailment of trade, and other market restrictions; and |
| · | regulatory and compliance risks that relate to maintaining accurate information and control over activities subject to regulation under the U.S. Foreign Corrupt Practices Act (the “FCPA”), and comparable laws and regulations in other countries. |
Our ability to expand our business and to attract talented employees, customers and providers in various international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute resolution systems, regulatory systems, and commercial infrastructures. Entering new international markets will be expensive, our ability to successfully gain market acceptance in any particular market is uncertain and the distraction of our senior management team could harm our business, financial condition, and results of operations.
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Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and results of operations.
A significant downturn in the domestic or global economy may cause our customers to pause, delay, or cancel spending on our platform or seek to lower their costs by exploring alternative providers or our competitors. To the extent purchases of our product are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general healthcare spending. Also, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.
We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or in any particular industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected.
Our business depends on continued and unimpeded access to the internet and mobile networks.
Our ability to deliver our internet-based and mobile-application based services depends on the development and maintenance of the infrastructure of the internet by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, bandwidth capacity, and security. Our services are designed to operate without interruption. However, we may experience future interruptions and delays in services and availability from time to time. In the event of a catastrophic event with respect to one or more of our systems or those of our service providers, we may experience an extended period of system unavailability, which could negatively impact our relationships with customers, providers, partners, and suppliers. To operate without interruption, both we and our service providers must guard against:
| · | damage from fire, power loss, natural disasters, and other force majeure events outside our control; |
| · | communications failures; |
| · | software and hardware errors, failures, and crashes; |
| · | security breaches, computer viruses, hacking, denial-of-service attacks, and similar disruptive problems; and |
| · | other potential interruptions. |
We also rely on software licensed from third parties in order to offer our services. These licenses are generally commercially available on varying terms. However, it is possible that this software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this software could result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated. Furthermore, our use of additional or alternative third-party software would require us to enter into license agreements with third parties, and integration of our software with new third-party software may require significant work and require substantial investment of our time and resources. Also, any undetected errors or defects in third-party software could prevent the deployment or impair the functionality of our software, delay new updates or enhancements to our solution, result in a failure of our solution, and injure our reputation. The occurrence of any of the foregoing events could have an adverse impact on our business, financial condition, and results of operations.
Cyber security risks and the failure to maintain the integrity of data belonging to our Company could expose us to data loss, litigation and liability, and our reputation could be significantly harmed.
We collect and retain large volumes of data relating to our business and from our customers for business purposes, including for transactional and promotional purposes, and our various information technology systems enter, process, summarize, and report such data. The integrity and protection of this data is critical to our business. We are subject to significant security and privacy regulations, as well as requirements imposed by the credit card industry. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase our expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use of data relating to our company or our employees, independent distributors or preferred customers, which could harm our reputation, disrupt our operations, or result in remedial and other costs, fines or lawsuits.
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Any disruption of service at Amazon Web Services or other third-party service providers could interrupt access to our platform or delay our customers’ ability to seek treatment.
We currently host our platform, serve our customers, and support our operations in the United States using Amazon Web Services (“AWS”), a provider of cloud infrastructure services, as well as through other third-party service providers, including shipping providers and contract manufacturers. We do not have control over the operations of AWS, or other third-party service providers. Such facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and similar events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in our ability to generate revenue through customer purchases on the platform. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Our platform’s continuing and uninterrupted performance is critical to our success. Because our platform is used by our customers to engage with providers it is critical that our platform be accessible without interruption or degradation of performance. Customers may become dissatisfied by any system failure that interrupts our ability to provide our platform or access to our product and services offered through our platform to them. Outages could lead to claims of damages from our customers, providers, and others. We may not be able to easily switch our AWS operations to another cloud provider if there are disruptions or interference with our use of AWS. Sustained or repeated system failures could reduce the attractiveness of our product to customers and result in contract terminations, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our platform. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our platform. Thus, any such disruptions could have an adverse effect on our business and results of operations.
We depend on a number of other companies to perform functions critical to our ability to operate our platform, generate revenue from customers, and to perform many of the related functions.
We depend on third party medical groups and their providers to deliver quality healthcare consultations and services through our platform. Through our platform, providers are able to prescribe our medical cannabis cards. Any interruption in the availability of a sufficient number of providers could materially and adversely affect our ability to satisfy our customers and ensure they receive consultation services. If we were to lose our relationship with one of the third-party medical groups, we cannot guarantee that we will be able to ensure access to a sufficient network of providers. Our ability to service customer requirements could be materially impaired or interrupted if our relationship with a third-party medical group or partner pharmacy is terminated. We also depend on cloud infrastructure providers, payment processors, suppliers of non-prescription products and packaging, and various others that allow our platform to function effectively and serve the needs of our customers. Difficulties with our significant partners and suppliers, regardless of the reason, could have a material adverse effect on our business.
Our payments system depends on third party service providers and is subject to evolving laws and regulations. Cannabis companies face significant scrutiny from payment processors due to the federal classification of cannabis as illegal, which complicates banking relationships and payment options, which can lead to increased fees and compliance costs.
We have engaged third-party service providers to perform underlying card processing and currency exchange. If these service providers do not perform adequately or if our relationships with these service providers were to terminate, our ability to accept orders through the platform could be adversely affected and our business could be harmed. In addition, if these service providers increase the fees they charge us, our operating expenses could increase and if we respond by increasing the fees we charge to our customers, we could lose some of our customers.
The laws and regulations related to payments are complex and vary across different jurisdictions in the United States and globally. As a result, we are required to spend significant time and effort to comply with those laws and regulations. Any failure or claim of our failure to comply, or any failure by our third-party service providers to comply, could cost us substantial resources, could result in liabilities, or could force us to stop offering third-party payment systems. As we expand the availability of payments via third parties or offer new payment methods to our customers in the future, we may become subject to additional regulations and compliance requirements.
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Further, through our agreement with our third-party credit card processor, we are indirectly subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard. We are also subject to rules governing electronic funds transfers. Any change in these rules and requirements could make it difficult or impossible for us to comply. Any such difficulties or failures with respect to the payment systems we utilize may have an adverse effect on our business.
Our pricing decisions may adversely affect our ability to attract new customers and healthcare providers.
We have limited experience determining the optimal prices for our offerings. As competitors introduce new solutions that compete with our product, especially in the healthcare technology market where we face significant competition, we may be unable to attract new customers or partners at the same price or based on the same pricing models as we have used historically. Pricing decisions may also impact the mix of adoption among our services and products and negatively impact our overall revenue. As a result, in the future we may be required to reduce our prices, which could adversely affect our revenue, gross profit, profitability, financial position, and cash flows.
We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate and retain our personnel, we may not be able to grow effectively.
Our success depends in large part on our ability to attract and retain high-quality management in marketing, engineering, operations, healthcare, regulatory, legal, finance and support functions. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key executive officers and other employees. These measures may not be enough to attract and retain the personnel we require to operate our business effectively.
As we continue to grow, we may be unable to continue to attract or retain the personnel we need to maintain our competitive position. In addition to hiring new employees, we must continue to focus on retaining our best talent. Competition for these resources, particularly for engineers, is intense. We may need to invest significant amounts of cash and equity for new and existing employees, and we may never realize returns on these investments. If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed. The loss of one or more of our key employees, and any failure to have in place and execute an effective succession plan for key employees, could seriously harm our business. Employees may be more likely to leave us if the shares of our capital stock they own, or the shares of our capital stock underlying their equity incentive awards have significantly reduced in value, or the vested shares of our capital stock they own or vested shares of our capital stock underlying their equity incentive awards have significantly appreciated. Many of our employees may receive significant proceeds from sales of our equity in the public markets once the applicable lock-up restrictions expire, which may reduce their motivation to continue to work for us.
We permit most of our employees to work remotely should their positions allow. While we believe that most of our operations can be performed remotely, there is no guarantee that we will be as effective while working remotely because our team is dispersed, and many employees may have additional personal needs to attend to or distractions in their remote work environment. To the extent our current or future remote work policies result in decreased productivity, impacts our company culture, or otherwise negatively affect our business, our financial condition and results of operations could be adversely affected.
The Company has a limited operating history, limited working capital, and is in the initial commercialization stage.
The Company’s business is subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, limited capital, need to expand its workforce, unanticipated costs, uncertain markets, adverse changes in technology. If the Company’s revenues grow more slowly than it anticipates or if its operating expenses exceed expectations, the Company’s financial performance will be adversely affected. The Company’s prospects must be considered considering the risks, expenses and difficulties frequently encountered by companies in their early stages of development. The Company cannot assure investors that it will be successful in addressing the risks it may encounter, and its failure to do so could have a material adverse effect on its business, prospects, financial condition and results of operations. Failure of the Company to meet its objectives would have a material adverse effect on the Company and its operations. Insufficient market demand would have a material adverse effect on the Company’s business, financial condition and results of operations.
Our consolidated financial statements have been prepared on a going concern basis, raising substantial doubt about our ability to continue as a going concern.
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
As reflected in the consolidated financial statements, the Company had stockholders’ deficit, accumulated deficit and working capital deficit of approximately $1,958,000, $3,826,000 and $2,024,000, respectively, at September 30, 2025. A significant portion of our current liability (note payable) is already scheduled to be paid down for the remainder of year 2025 pending continued revenue generation.
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The Company reported a net loss of approximately $1,305,000 for the nine months ended September 30, 2025. Notwithstanding this result, the Company continues to generate revenue and maintain active operations across its core business segment. Based on current forecasts and available cash as of September 30, 2025, the Company may require additional capital to fully support its planned growth initiatives and capital expenditures over the next twelve months.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern for at least the twelve months following the issuance of the consolidated financial statements. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan, generate sufficient revenues and raise additional capital resources as needed.
The Company will have broad discretion in the Use of Proceeds.
The proceeds will be used for the development, marketing and promoting of the Company’s brand, product, and services. Investors will have no control over the use of proceeds from this offering.
The market may not accept the products.
The growth and future financial performance of the Company will depend on its ability to demonstrate to prospective buyers and users the value of the Company’s product. There can be no assurance that the Company will be successful in this effort. Furthermore, competing alternatives may be seen to have, or may actually have, certain advantages over the Company’s product or service.
The Company may have losses in the foreseeable future.
The Company may not be profitable until the Company can produce sufficient revenues to cover its costs. Even if the Company does achieve profitability, the Company may be unable to sustain or increase profitability in the future.
The Company’s projections are based on assumptions which inherently contain significant uncertainties and as a result, the Company’s financial condition and results of operations may differ materially from the projections.
The projections are based upon a number of assumptions and estimates that inherently are subject to significant business, economic, competitive, regulatory and operational uncertainties, contingencies and risks, many of which are beyond the Company’s control. Such assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur that could have a material adverse effect upon the Company’s ability to achieve the projections. The projections also assume the success of the Company’s business strategy. The success of this strategy is subject to uncertainties and contingencies beyond the Company’s control, and no assurance can be given that the strategy will be successful or that the anticipated benefits from the strategy will be realized in the manner or during the periods reflected in the projections or at all. These uncertainties may result in material changes in the Company’s financial condition and results of operations.
The successful implementation of the Company’s business plan is dependent upon key personnel.
The success of the Company’s business depends, in large part, upon the ability of its Founder to manage the execution of its business plan. The loss of the services of any of its executive officers within a short period of time could have a material adverse effect on the Company’s business. The Company’s future success is also dependent upon its ability to attract and retain a significant number of other highly qualified personnel. Competition for such personnel is intense, and if the Company is unable to attract and retain significant numbers of additional key employees, its business, financial condition, and results of operations may be adversely affected. The Company can make no assurance that such key personnel will remain in its employ or that it will be able to attract and retain key personnel in the future.
The Company’s business is subject to State Corporate Practice of Medicine and Fee Splitting Laws.
With respect to our healthcare technology platform, we contract with physicians to deliver our healthcare technology offerings to their patients in the United States. These relationships are subject to various state laws, which are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment and prohibiting the sharing of professional services income with non-professional or business interests. These laws vary from state to state and are subject to broad interpretation and enforcement by state regulators. A determination of non-compliance could lead to adverse judicial or administrative action against us and/or our providers, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of provider licenses, or a restructuring of our arrangements with professional entities.
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Certain states have enacted laws regulating companies that offer and market discount medical plans, including prescription drug plans, subscription membership programs, or discount cards, such as our prescription offering. These state laws are intended to protect consumers from fraudulent, unfair, or deceptive marketing, sales and enrollment practices by such plans. It is possible that other states may enact new requirements or interpret existing requirements to include our programs. Failure to obtain the required licenses, certifications or registrations to offer and market these subscription discount programs may result in civil penalties, receipt of cease-and-desist orders, or a restructuring of our operations.
We may be subject to claims that we are engaged in the corporate practice of medicine or that our contractual arrangements with our physicians constitutes unlawful fee-splitting.
We have contracted with physician-owned professional corporations (“P.C.’s”) or professional associations (“P.A.’s”) to facilitate the delivery of healthcare technology services to their patients.
These relationships are subject to various state laws that prohibit fee splitting or the practice of medicine by lay entities or persons. Corporate practice of medicine laws and enforcement varies by state. In some states, decisions and activities such as contracting with third party payors, setting rates and the hiring and management of non-clinical personnel may implicate the restrictions on the corporate practice of medicine. In addition, corporate practice of medicine restrictions are subject to broad powers of interpretation and enforcement by state regulators.
Some of these requirements may apply to us even if we do not have a physical presence in a state, solely because we provide management services to a provider licensed in the state or facilitate the provision of healthcare technology to a resident of the state. State medical practice boards, other regulatory authorities, or other parties, including the physicians or other providers whom we otherwise contract, may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual arrangements constitute unlawful fee-splitting. In this event, failure to comply could lead to adverse judicial or administrative action against us and/or our providers, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of provider licenses, the need to make changes to the terms of engagement with providers that interfere with our business and other materially adverse consequences.
Premature abandonment. The Company’s products, services, research, development, marketing and implementation may be abandoned at any stage if further expenditures do not appear commercially feasible, with the resulting loss of some or all of the funds previously expended on such objectives. In the event that the offering is not fully funded, it is likely that the Company will not be able to operate and that any investment in the Company will be lost in its entirety.
Commercial success. Many businesses are started each year that are not commercially successful and fail to recoup their establishment and start-up costs. The Company is in the start-up phase, has limited history of operations or success and may fail to recoup its establishment and start-up costs, resulting in the loss of some or all of the investors’ investment in the Company.
Growth strategy. The Company’s business model may require an effective execution of its growth strategy over a short period of time in order to scale operations quickly and establish market presence. Achieving the Company’s growth strategy may be critical in order for its business to achieve profitability. If the Company is unable to effectively implement its growth strategy ahead of its competition, the Company’s business, financial condition or results of operation could be materially and adversely affected.
Competition. The Company’s market space is competitive. If the Company is unable to successfully compete with its competitors (including both existing and new companies that enter this market space), the business, financial condition or results of operations of the Company could be materially and adversely affected. The market for the Company’s products and services is rapidly changing. Competitors may develop products and/or services that are better, less expensive or otherwise more attractive than those offered by the Company.
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The successful implementation of the Company’s business plan is dependent upon key personnel. The success of the Company’s business depends, in large part, upon the ability of its Founder to manage the execution of its business plan. Any loss or interruption of the services provided by the Founder and/or other members of the management team could significantly reduce the Company’s ability to manage its operations and implement its business plan and otherwise harm or impact the Company’s performance because the Company may not be able to find an appropriate replacement for him/them, should the need arise. The loss of the services of any of the Company’s executive officers could have a material adverse effect on the Company’s business. The Company’s future success is also dependent upon its ability to attract and retain a significant number of other highly qualified personnel. Competition for such personnel is intense, and if the Company is unable to attract and retain additional key employees, its business, financial condition, and results of operations may be adversely affected. The Company can make no assurance that such key personnel will remain in its employ or that it will be able to attract and retain key personnel in the future.
The Company is subject to many of the operating risks common to any start-up business.
Operating risks common to the Company include:
| · | changes in general economic conditions, including the timing and robustness of recoveries from economic downturns; |
| · | decreases in the demand for the product; |
| · | the impact of intermediaries on pricing; |
| · | changes in operating costs; and |
| · | the availability of capital to fund operations. |
The Company’s business revenue generation model is unproven and could fail.
The Company’s revenue model is new and evolving, and it cannot be certain that it will be successful. The potential profitability of its business model is unproven and there can be no assurance that the Company can achieve profitable operations. The Company’s ability to generate revenues depends, among other things, on its ability to generate revenues relating to helping customers engage cleaner living in an ecological community. Accordingly, the Company cannot assure investors that its business model will be successful or that it can sustain revenue growth, or achieve or sustain profitability.
The Company may be unable to maintain its relationships.
The Company cannot assure investors that it will be successful in maintaining relationships with its customers and counterparties. The Company’s inability to maintain these relationships could have a material adverse effect on its business, results of operations and financial condition.
Damage to the Company’s reputation could damage its businesses.
Maintaining a positive reputation is critical to the Company attracting and maintaining customers, counterparties, investors and employees. Damage to its reputation can therefore cause significant harm to the Company’s business and prospects. Harm to the Company’s reputation could arise from numerous sources, including, among others, employee misconduct, litigation or regulatory outcomes, compliance failures, unethical behavior and the activities of customers and counterparties. Further, negative publicity regarding the Company, whether or not true, may also result in harm to its prospects.
The Company may not be able to protect the intellectual property rights.
The Company may rely on a combination of contractual agreements and trademark & copyright laws to protect the proprietary aspects of its products and services. These legal measures afford limited protection and may not prevent others from gaining access to the Company’s or the Company’s proprietary information. The Company has and will continue to take measures to enforce its intellectual property rights, to protect its trade secrets and to determine the validity and scope of its proprietary rights. Any litigation could result in substantial expense, may reduce the Company’s financial resources and may not adequately protect its intellectual property rights.
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The Company’s success depends on its ability to adapt to changing market conditions.
The Company’s success may be dependent upon its ability to develop its market and change its business model as may be necessary to react to changing market conditions. The Company’s ability to modify or change its business model to fit the needs of a changing market place may be critical to its success, and its inability to do so could have a material adverse effect on the Company’s business, liquidity and financial condition.
Risks Related to Governmental Regulation
States adopting laws that legalize recreational cannabis could diminish demand for medicinal cannabis.
Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies.
The healthcare industry is subject to changing political, economic and regulatory influences that may affect companies like ours. During the past several years, the healthcare industry has been subject to an increase in governmental regulation and subject to potential disruption due to legislative initiatives and government regulation, as well as judicial interpretations thereof. While these regulations may not directly impact us or our offerings in every instance, they will affect the healthcare industry as a whole and may impact customer use of our services. We currently accept payments only from our customers - not any third-party payors, such as government healthcare programs or health insurers. Because of this approach, we are not subject to many of the laws and regulations that impact many other participants in healthcare industry. If the government asserts broader regulatory control over companies like us, or if we determine that we will facilitate payment from and/or participate in third-party payor programs, the complexity of our operations and our compliance obligations will materially increase.
If we fail to comply with applicable healthcare and other governmental regulations, we could face substantial penalties and our business could be adversely affected, and we may be required to restructure our operations.
Our business is subject to a variety of federal, state, local, and international laws and regulations that carry substantial criminal and civil fines and penalties. Under our current business model, we accept payments only from our customers, and not from any third party payors, such as government healthcare programs or health insurers. Because of this approach, we are not subject to many of the laws and regulations that impact many other participants in healthcare industry. If the government asserts broader regulatory control over companies like ours or if we determine that we will change our business model and accept payment from and/or participate in third-party payor programs, the complexity of our operations and our compliance obligations will materially increase. Failure to comply with any applicable federal, state, and local laws and regulations could have a material adverse effect on our business, financial condition and results of operations.
Even within the narrowed band of applicable healthcare laws and regulations, because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it is possible that some of our activities could be subject to challenge under one or more such laws. Any action brought against us for violations of these laws or regulations, even if successfully defended, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.
Although we have adopted policies and procedures designed to comply with these laws and regulations and conduct internal reviews of our compliance with these laws, our compliance is also subject to governmental review. The growth of our business and sales organization and our future expansion outside of the United States may increase the potential of violating these laws or our internal policies and procedures. The risk of being in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. If our operations are found to be in violation of any of the federal, state, and foreign laws described above or any other current or future fraud and abuse or other healthcare laws and regulations that apply to us, we may be subject to penalties, including significant criminal, civil, and administrative penalties, damages, and fines, disgorgement, additional reporting requirements and oversight, imprisonment for individuals and exclusion from participation in government healthcare programs, such as Medicare and Medicaid, as well as contractual damages and reputational harm. We could also be required to curtail or cease our operations. Any of the foregoing consequences could seriously harm our business and our financial results.
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Our ability to offer access to healthcare technology services internationally is subject to the applicable laws governing remote care and the practice of medicine in the applicable jurisdiction. Each country’s interpretation and enforcement of these laws is evolving and could vary significantly. We cannot provide assurance that we have accurately interpreted each such law and regulation. Moreover, these laws and regulations may change significantly as this manner of providing services and products evolves. New or revised laws and regulations (or interpretations thereof) could have a material adverse effect on our business, financial condition, and results of operations.
In the U.S., we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business.
The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with our providers, vendors and customers, our marketing activities and other aspects of our operations. Of particular importance are:
| · | the federal physician self-referral law, commonly referred to as the Stark Law, that, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services; |
| · | the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act; |
| · | the criminal healthcare fraud provisions of the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, which we collectively refer to as HIPAA, and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; |
Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment, recoupment, imprisonment. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity.
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To enforce compliance with the federal laws, the U.S. Department of Justice and the U.S. Department of Health and Human Services Office of Inspector General, or OIG, have recently increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal False Claims Act, which provides for treble damages and penalties of $11,463 to $22,927 per false claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.
The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.
State legislative and regulatory changes specific to the area of healthcare technology law may present the third-party medical groups and independent physicians on our platform with additional requirements and state compliance costs, which may create additional operational complexity and increase costs.
Our third-party medical groups and independent physicians’ ability to provide healthcare technology services to patients in a particular jurisdiction is dependent upon the laws that govern the provision of remote care, the practice of medicine and healthcare delivery in general in that jurisdiction. Laws and regulations governing the provision of healthcare technology services are evolving at a rapid pace and are subject to changing political, regulatory, and other influences. Some states’ regulatory agencies or medical boards may have established rules or interpreted existing rules in a manner that limits or restricts providers’ ability to provide healthcare technology services or for physicians to supervise nurse practitioners and physician assistants remotely. Additionally, there may be limitations placed on the modality through which healthcare technology services are delivered. For example, some states specifically require synchronous (or “live”) communications and restrict or exclude the use of asynchronous healthcare technology modalities, which is also known as “store-and-forward” healthcare technology. However, other states do not distinguish between synchronous and asynchronous healthcare technology services. Because this is a developing area of law and regulation, we continually monitor our compliance in every jurisdiction in which we operate. However, we cannot be assured that our third-party medical groups’ or independent providers’ activities and arrangements, if challenged, will be found to be in compliance with the law or that a new or existing law will not be implemented, enforced, or changed in manner that is unfavorable to our business model. We cannot predict the regulatory landscape for those jurisdictions in which we operate and any significant changes in law, policies, or standards, or the interpretation or enforcement thereof, could occur with little or no notice. The majority of the consultations provided through our platform are asynchronous consultations for customers located in jurisdictions that permit the use of asynchronous healthcare technology. If there is a change in laws or regulations related to our business, or the interpretation or enforcement thereof, that adversely affects our structure or operations, including greater restrictions on the use of asynchronous healthcare technology or remote supervision of nurse practitioners or physician assistants, it could have a material adverse effect on our business, financial condition, and results of operations.
Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations.
In a regulatory climate that is uncertain, our operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. This risk is especially acute in the healthcare industry given the level of government spending, oversight and control over the industry as a whole. Compliance with these evolving laws, regulations and interpretations may require us to change our practices at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on our results of operations.
There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us.
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In the states in which we operate, we believe we are in material compliance with all applicable material regulations, but, due to the uncertain regulatory environment, certain states may determine that we are in violation of their laws and regulations. If we must remedy such violations, we may be required to modify our business and services in such states in a manner that undermines our platform’s attractiveness to customers, we may become subject to fines or other penalties or, if we determine that the requirements to operate in compliance in such states are overly burdensome, we may elect to terminate our operations in such states. In each case, our revenues may decline and our business, financial condition, and results of operations could be adversely affected.
Additionally, the introduction of new products, services, or solutions to our platform may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate federal, state, or local licenses or certificates, increasing our security measures, and expending additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent our products or services from being offered to customers, which could have a material adverse effect on our business, financial condition, and results of operations.
Changes in public policy that mandate or enhance healthcare coverage could have a material adverse effect on our business.
We cannot predict the enactment or content of new legislation and regulations or changes to existing laws or regulations or their enforcement, interpretation or application, or the effect they will have on our business or results of operations, which could be materially adverse. Even if we could predict such matters, we may not be able to reduce or eliminate the potential adverse impact of public policy changes that could fundamentally change the dynamics of our industry.
Changes in insurance and healthcare laws, as well as the potential for further healthcare reform legislation and regulation, could materially affect our business.
The Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act, each enacted in March 2010, generally known as the “Health Care Reform Law,” significantly expanded health insurance coverage to uninsured Americans and changed the way healthcare is financed by both governmental and private payers. Since then, the Health Care Reform Law has prompted legislative efforts to significantly modify or repeal the Health Care Reform Law, which may impact how the federal government responds to lawsuits challenging the Health Care Reform Law. We cannot predict what further reform proposals, if any, will be adopted, when they may be adopted, or what impact they may have on our business. While we currently only accept payments from customers, not any third parties or insurance providers—and our business model may not be directly impacted by healthcare reform, healthcare reform will impact the healthcare industry in which we operate. If we are required to comply with the Health Care Reform Law and fail to comply or are unable to effectively manage such risks and uncertainties, our financial condition and results of operations could be adversely affected.
The information that we provide to healthcare providers, customers, and our partners could be inaccurate or incomplete, which could harm our business.
We collect and transmit healthcare-related information to and from our customers and providers in connection with the healthcare technology consultations conducted by the providers. If the data that we provide to our customers and providers is incorrect or incomplete or if we make mistakes in the capture or input of these data, our reputation may suffer and we could be subject to claims of liability for resulting damages. While we maintain insurance coverage, this coverage may prove to be inadequate or could cease to be available to us on acceptable terms, if at all. Even unsuccessful claims could result in substantial costs and the diversion of management resources. A claim brought against us that is uninsured or under-insured could harm our business, financial condition, and results of operations.
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Our use, disclosure, and other processing of personally identifiable information, including health information, is subject to federal, state, and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our customers, providers, and revenue.
Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity, and other processing of health information and other types of personal data or personally identifiable information (“PII”). We believe that, because of our operating processes, we are not a covered entity or a business associate under HIPAA, which establishes a set of national privacy and security standards for the protection of protected health information by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services. Notwithstanding that we do not believe that we meet the definition of a covered entity or business associate under HIPAA, we have executed business associate agreements with certain other parties and have assumed obligations that are based upon HIPAA-related requirements.
We have developed and maintained policies and procedures with respect to health information and personal information that we use or disclose in connection with our operations, including the adoption of administrative, physical, and technical safeguards to protect such information.
In addition to HIPAA, numerous other federal, state, and foreign laws and regulations protect the confidentiality, privacy, availability, integrity and security of health information and other types of PII, including the California Confidentiality of Medical Information Act. These laws and regulations in many cases are more restrictive than, and may not be preempted by, HIPAA and its implementing rules. These laws and regulations are often uncertain, contradictory, and subject to changed or differing interpretations, and we expect new laws, rules and regulations regarding privacy, data protection, and information security to be proposed and enacted in the future. This complex, dynamic legal landscape regarding privacy, data protection, and information security creates significant compliance issues for us, and the providers and potentially exposes us to additional expense, adverse publicity, and liability. While we have implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection, some health information and other PII or confidential information is transmitted to us by third parties, who may not implement adequate security and privacy measures, and it is possible that laws, rules, and regulations relating to privacy, data protection, or information security may be interpreted and applied in a manner that is inconsistent with our practices or those of third parties who transmit health information and other PII or confidential information to us. If we or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that we or these third parties change our or their practices, or criminal charges, which could adversely affect our business. Complying with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices, systems, and compliance procedures in a manner adverse to our business.
We also publish statements to our customers through our privacy policy that describe how we handle health information or other PII. If federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims, and complying with regulatory or court orders. Any of the foregoing consequences could seriously harm our business and our financial results. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to us may limit customers’ use and adoption of, and reduce the overall demand for, our platform. Any of the foregoing consequences could have a material adverse impact on our business and our financial results.
Public scrutiny of internet privacy and security issues may result in increased regulation and different industry standards, which could deter or prevent us from providing services to our customers, thereby harming our business.
The regulatory framework for privacy and security issues worldwide is evolving and is likely to remain in flux for the foreseeable future. Various government and consumer agencies have also called for new regulations and changes in industry practices. Practices regarding the registration, collection, processing, storage, sharing, disclosure, use and security of personal and other information by companies offering an online service like our platform have recently come under increased public scrutiny.
For example, the California Consumer Privacy Act (“CCPA”), which went into effect on January 1, 2020, requires, among other things, covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information. Similar legislation has been proposed or adopted in other states. Aspects of the CCPA and these other state laws and regulations, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was passed on November 3, 2020 and will enter into force on January 1, 2023, with a look-back to January 2022. The CPRA will significantly modify the CCPA, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses.
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Our business, including our ability to operate and to expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our websites, mobile applications, solutions, features, or our privacy policies. In particular, the success of our business has been, and we expect will continue to be, driven by our ability to responsibly gather and use data from data subjects. Therefore, our business could be harmed by any significant change to applicable laws, regulations, or industry standards or practices regarding the storage, use, or disclosure of data our customers or providers share with us, or regarding the manner in which the express or implied consent of customers or providers for such collection, analysis, and disclosure is obtained. Such changes may require us to modify our platform, possibly in a material manner, and may limit our ability to develop new offerings, functionality or features.
If our security measures fail or are breached and unauthorized access to a consumer’s data is obtained, our services may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed, and we could lose sales and customers.
Our services involve the storage and transmission of customers’ and our vendors’ proprietary information, sensitive or confidential data, including valuable intellectual property and personal information of employees, consumers, customers and others, as well as the protected health information, or PHI, of our customers. Because of the extreme sensitivity of the information we store and transmit, the security features of our computer, network, and communications systems infrastructure are critical to the success of our business. A breach or failure of our security measures could result from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. If our security measures fail or are breached, it could result in unauthorized persons accessing sensitive consumer or partner data (including PHI), a loss of or damage to our data, an inability to access data sources, or process data or provide our services to our customers. Such failures or breaches of our security measures, or our inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation, adversely affect customers, vendors or investor confidence in us, and reduce the demand for our services from existing and potential customers. In addition, we could face litigation, damages for contract breach, monetary penalties, or regulatory actions for violation of applicable laws or regulations and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.
We may experience cyber-security and other breach incidents that remain undetected for an extended period. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, or if we are unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of our security measures could be harmed and we could lose sales, customers, and vendors which could have a material adverse effect on our business, operations, and financial results.
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Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the FCPA and other anti-corruption, anti-bribery, and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person or gain any improper advantage. The FCPA and similar applicable anti-bribery and anti-corruption laws also prohibit our representatives and agents from engaging in corruption and bribery. We and our representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or professional entities. We may be held liable for the corrupt or other illegal activities of these intermediaries, our employees, representatives, and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible. Our exposure for violating these laws will increase as we expand internationally and as we commence sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, drop in stock price, or overall adverse consequences to our business, all of which may have an adverse effect on our reputation, business, financial condition, and results of operations.
Risks Related to Intellectual Property
Failure to protect or enforce our intellectual property rights could harm our business and results of operations.
Our intellectual property includes a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure you that any patents will issue with respect to our currently pending patent applications, in a manner that gives us the protection that we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented. Our currently issued patents and any patents that we may issue in the future, with respect to pending or future patent applications, may not provide sufficient broad protection or they may not prove to be enforceable in actions against alleged infringers. Also, we cannot assure you that any future service mark registrations will be issued with respect to pending or future applications or that any registered service marks will be enforceable or provide adequate protection of our proprietary rights.
In addition, from time to time we make our technology and other intellectual property available to others under license agreements, including open-source license agreements and trademark licenses under agreements with our partners for the purpose of co-branding or co-marketing our products or services. We endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business in order to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property.
We strive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect or enforce our intellectual property rights. In addition, the existing laws of certain foreign countries in which we operate may not protect our intellectual property rights to the same extent as do the laws of the United States. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed. Furthermore, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are available over the Internet. We may, over time, increase our investment in protecting innovations through investments in filings, registrations, or similar steps to protect our intellectual property, and these processes are expensive and time-consuming.
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We may be subject to claims in the future that we violated intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.
Companies in our industry, and other intellectual property rights holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. Our future success depends in part on not infringing upon the intellectual property rights of others. We have in the past and may in the future receive notices that claim we have misappropriated, infringed, or otherwise misused other parties’ intellectual property rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our technology.
Any intellectual property claims against us or parties indemnified by us, regardless of merit, could be time consuming and expensive to settle or litigate and could divert our management’s attention and other resources. These claims also could subject us to significant liability for damages and could result in our having to stop using technology, content, branding, or business methods found to be in violation of another party’s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense, be infeasible, or make us less competitive in the market. Such disputes could also disrupt our business, which would adversely impact our customer satisfaction and ability to attract customers. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. If we cannot license or develop technology, content, branding, or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Additionally, we may be obligated to indemnify our customers in connection with litigation and to obtain licenses or refund subscription fees, which could further exhaust our resources. In the case of infringement or misappropriation caused by technology that we obtain from third parties, any indemnification or other contractual protections we obtain from such third parties, if any, may be insufficient to cover the liabilities we incur as a result of such infringement or misappropriation. Any of these results could harm our results of operations.
We may be subject to legal proceedings and litigation, including intellectual property disputes, which could materially harm our business.
We may be a party to lawsuits and legal proceedings in the normal course of business. These matters are often expensive and disruptive to normal business operations. We may face allegations, lawsuits, and regulatory inquiries, audits, and investigations regarding data privacy, security, labor and employment, consumer protection, practice of medicine, and intellectual property infringement, including claims related to privacy, patents, publicity, trademarks, copyrights, and other rights. A portion of the technologies we use incorporates open source software, and we may face claims claiming ownership of open source software or patents related to that software, rights to our intellectual property or breach of open source license terms, including a demand to release material portions of our source code or otherwise seeking to enforce the terms of the applicable open source license. We may also face allegations or litigation related to our acquisitions, securities issuances, or business practices, including public disclosures about our business. Litigation and regulatory proceedings, and particularly the healthcare regulatory and class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Certain of these matters may include speculative claims for substantial or indeterminate amounts of damages and include claims for injunctive relief. Additionally, our litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify our solution or require us to stop offering certain features, all of which could negatively impact our acquisition of customers and revenue growth. We may also become subject to periodic audits, which could likely increase our regulatory compliance costs and may require us to change our business practices, which could negatively impact our revenue growth. Managing legal proceedings, litigation and audits, even if we achieve favorable outcomes, is time-consuming and diverts management’s attention from our business.
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The results of regulatory proceedings, litigation, claims, and audits cannot be predicted with certainty, and determining reserves for pending litigation and other legal, regulatory and audit matters require significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our reputation, business, financial condition and results of operations.
We rely on data center providers, Internet infrastructure, bandwidth providers, third-party computer hardware and software, other third parties and our own systems , and any failure or interruption in the services could expose us to litigation and negatively impact our relationships with customers, adversely affecting our brand and our business.
While we control and have access to our servers, we do not control the operation of these facilities. The cloud vendor and the owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our cloud vendors or data center operators is acquired, we may be required to transfer our servers and other infrastructure to a new vendor or a new data center facility, and we may incur significant costs and possible service interruption in connection with doing so. Problems faced by our cloud vendors or third-party data center locations with the telecommunications network providers with whom we or they contract or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our customers. Our cloud vendors or third-party data center operators could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy faced by our cloud vendors or third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.
Additionally, if our cloud or data centers vendors are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect the service levels at our cloud vendors or data centers or cause such cloud systems or data centers and systems to fail. Any changes in third-party service levels at our cloud vendors or data centers or any disruptions or other performance problems with our solution could adversely affect our reputation and may damage our customers’ stored files or result in lengthy interruptions in our services. Interruptions in our services may reduce our revenue, cause us to issue refunds to customers for prepaid and unused subscriptions, subject us to potential liability or adversely affect client renewal rates.
In addition, our ability to deliver our Internet-based services depends on the development and maintenance of the infrastructure of the Internet by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, bandwidth capacity and security. Our services are designed to operate without interruption in accordance with our service level commitments. However, we have experienced and expect that we may experience future interruptions and delays in services and availability from time to time. In the event of a catastrophic event with respect to one or more of our systems, we may experience an extended period of system unavailability, which could negatively impact our relationship with customers. To operate without interruption, both we and our service providers must guard against:
| · | damage from fire, power loss, natural disasters and other force majeure events outside our control; |
| · | communications failures; |
| · | software and hardware errors, failures and crashes; |
| · | security breaches, computer viruses, hacking, denial-of-service attacks and similar disruptive problems; |
| · | business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the outbreak of COVID-19, or the novel coronavirus); and |
| · | other potential interruptions. |
We exercise limited control over third-party vendors, which increases our vulnerability to problems with technology and information services they provide. Interruptions in our network access and services may in connection with third-party technology and information services reduce our revenue, cause us to issue refunds to customers for prepaid and unused subscription services, subject us to potential liability or adversely affect client renewal rates. Although we maintain a security and privacy damages insurance policy, the coverage under our policies may not be adequate to compensate us for all losses that may occur related to the services provided by our third-party vendors. In addition, we may not be able to continue to obtain adequate insurance coverage at an acceptable cost, if at all.
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Risks Related to Our Results of Operations and Additional Capital Requirements
Our results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in us failing to meet the expectations of industry and securities analysts or our investors.
Our results of operations have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail to match the expectations of securities analysts because of a variety of factors, many of which are outside of our control and, as a result, should not be relied upon as an indicator of future performance. As a result, we may not be able to accurately forecast our results of operations and growth rate. Any of these events could cause the market price of our common stock to fluctuate. Factors that may contribute to the variability of our results of operations include:
| · | new developments on our platform or in our product; |
| · | our ability to attract and retain providers to our platform; |
| · | changes in our pricing policies and those of our competitors; |
| · | long-term treatment outcomes of customers on our platform; |
| · | our ability to maintain relationships with customers and providers; |
| · | our ability to retain key members of our executive leadership team; |
| · | breaches of security or privacy; |
| · | the amount and timing of operating costs and capital expenditures related to the expansion of our business; |
| · | costs related to litigation, investigations, regulatory enforcement actions, or settlements; |
| · | changes in the legislative or regulatory environment, including with respect to practice of medicine, healthcare technology, privacy or data protection, or enforcement by government regulators, including fines, orders, or consent decrees; |
| · | announcements by competitors or other third parties of significant new products or acquisitions or entrance into certain markets; |
| · | our ability to make accurate accounting estimates and appropriately recognize revenue for our platform and offerings for which there are no relevant comparable products; |
| · | instability in the financial markets; |
| · | global economic conditions; and |
| · | political, economic and social instability, including terrorist activities, and any disruption these events may cause to the global economy. |
The impact of one or more of the foregoing and other factors may cause our results of operations to vary significantly. As such, we believe that quarter-to-quarter comparisons of our results of operations may not be meaningful and should not be relied upon as an indication of future performance.
We rely significantly on revenue from customers purchasing our annual subscriptions.
To date the majority of our revenue has been, and we expect it to continue to be, derived from customers who purchase our annual subscription through the platform. These customers generate a substantial majority of our revenue. The introduction of competing products with lower prices for consumers, changes in consumer purchasing habits, including an increase in the use of mail-order prescriptions, changes in the regulatory landscape, and other factors could result in changes to our contracts or a decline in our revenue, which may have an adverse effect on our business, financial condition, and results of operations. Because we derive a vast majority of our revenue from customers who purchase our annual subscriptions, any material decline in such purchases could have a pronounced impact on our future revenue and results of operations, particularly if we are unable to expand our offerings overall.
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We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.
As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing standards of the NYSE American Market, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems, and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
Certain U.S. state tax authorities may assert that we have a state nexus and seek to impose state and local income and sales taxes which could harm our results of operations.
There is a risk that certain state tax authorities where we do not currently file a state income tax return or collect sales tax could assert that we are liable for state and local income and sales taxes based upon income, sales, or gross receipts allocable to such states. States are becoming increasingly aggressive in asserting a nexus for state income and sales tax purposes. If a state tax authority successfully asserts that our activities give rise to a nexus, we could be subject to state and local taxation, including penalties and interest attributable to prior periods. Such tax assessments, penalties and interest may adversely impact our results of operations.
Risks Related to Our Common Stock and this Offering
The Company is a holding company with no operations of its own, and it depends on its operating subsidiary for cash to fund all of its operations and expenses, including to make future dividend payments, if any.
Our operations are conducted entirely through our operating subsidiaries, and our ability to generate cash to fund operations and expenses, to pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our affiliates through dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of the Company and its affiliates for any reason could limit or impair their ability to pay such distributions.
Additionally, to the extent that the Company needs funds, and its affiliates are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our business, financial condition, results of operations, and cash flows.
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Our charter documents and Delaware law could make it more difficult for a third party to acquire us and discourage a takeover.
Our Articles of Incorporation, Bylaws, and Delaware law contain certain provisions that may have the effect of deterring or discouraging, among other things, a non-negotiated tender or exchange offer for shares of Common Stock, a proxy contest for control of our company, the assumption of control of our company by a holder of a large block of Common Stock, and the removal of the management of our company. Such provisions also may have the effect of deterring or discouraging a transaction which might otherwise be beneficial to stockholders. Our articles of incorporation also may authorize our board of directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of Common Stock. Delaware law also imposes conditions on certain business combination transactions with “interested stockholders.” Our Bylaws authorize our Board of Directors to fill vacancies or newly created directorships. A majority of the directors then in office may elect a successor to fill any vacancies or newly created directorships. Such provisions could limit the price that investors might be willing to pay in the future for shares of our Common Stock and impede the ability of the stockholders to replace management.
The elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification rights to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees. We also may have entered into contractual indemnification obligations under employment agreements with our executive officers. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and our stockholders.
We currently do not intend to pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.
We currently do not expect to declare or pay dividends on our Common Stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and you sell your shares at a profit.
You may experience dilution of your ownership interest due to the possible future issuance of additional shares of our Common Stock.
We are in a capital-intensive business and we may not have sufficient funds to finance the growth of our business or to support our projected capital expenditures. As a result, we would require additional funds from future equity or debt financings, including sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our Common Stock. We are currently authorized to issue 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. Additionally, the Board may subsequently approve increases in authorized Common Stock. The potential issuance of such additional shares of Common or Preferred Stock or convertible debt may create downward pressure on the trading price of our Common Stock. We may also issue additional shares of Common Stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our Common Shares. A decline in the price of our Common Shares could make it more difficult to raise funds through future offerings of our Common Shares or securities convertible into common shares.
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If and when a trading market for our securities develops, the market price of such securities is still likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your securities at or above the price at which you acquired them.
The stock market in general and the market for smaller health service companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our securities may be influenced by many factors that are beyond our control, including, but not limited to:
| · | actual or anticipated changed in our operating results; |
| · | our ability to execute our business plan; |
| · | variations in our quarterly results; |
| · | changes in expectations relating to our products, plans, and strategic position or those of our competitors or customers; |
| · | announcements or introduction of technological innovations or new products by us or our competitors; |
| · | market conditions within our market; |
| · | the sale of even small blocks of Common Stock by stockholders; |
| · | price and volume fluctuations in the overall stock market from time to time; |
| · | significant volatility in the market price and trading volume of public companies in general and small emerging companies in particular; |
| · | changes in investor perceptions; |
| · | the level and quality of any research analyst coverage of our Common Stock, changes in earnings estimates or investment recommendations by securities analysis, or our failure to meet such estimates; |
| · | any financial guidance we may provide to the public, any changes in such guidance, or our failure to meet such guidance; |
| · | various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, or our competitors; |
| · | future sales of our Common Stock; |
| · | Introductions of new products or new pricing policies by us or by our competitors; |
| · | acquisitions or strategic alliances by us or by our competitors; |
| · | litigation involving us, our competitors, or our industry; |
| · | regulatory, legislative, political, and other developments that may affect us, our customers, and the purchasers of our products; |
| · | the gain or loss of significant customers; |
| · | the volume and timing of customers’ orders; |
| · | recruitment or departure of key personnel; |
| · | developments with respect to intellectual property rights; |
| · | our international acceptance; |
| · | market conditions in our industry, the business success of our customers, and economy as a whole; and |
| · | general global economic and political instability. |
The trading price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others, could harm the value of your investment in our securities. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and financial condition.
If securities or industry analysts do not publish or cease publishing research or reports about us, or publish inaccurate or unfavorable reports about, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock, to some extent, will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts.
37
A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.
All of the Common Stock being sold in this Offering will be freely tradable without restrictions or further registration under the federal securities laws unless purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Of the remaining shares of Common Stock issued and outstanding upon the closing of this Offering, approximately % are restricted securities as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the United States public market only if registered or if they qualify for an exemption from registration, including by reason of Rules 144 or 701 under the Securities Act. All of our restricted Common Stock will be eligible for sale in the public market 12 months following the effective date of the registration for this Offering, subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144, and also the lock-up agreements described under “Underwriting” in this prospectus. Additionally, we may register all our Common Stock that we may issue under our employee benefit plans. Once we register these shares of Common Stock, they can be freely sold in the public market upon issuance, unless pursuant to their terms these share awards have transfer restrictions attached to them. Sales of a substantial number of shares of our Common Stock, or the perception in the market that the holders of a large number of shares intend to sell their Common Stock, could reduce the market price of our Common Stock.
If our listing application for our Common Stock is not approved by NYSE American, we will not be able to consummate the Offering and will terminate the Offering.
If our listing application is not approved by NYSE American, we will not be able to consummate the Offering and will terminate the Offering. Failure to have our Common Stock listed on NYSE American would make it more difficult for our stockholders to dispose of our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.
We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenue in a fiscal year, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.
To the extent that we rely on any exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Common Stock to be less attractive as a result, there may be a less active trading market for our Common Stock, and their trading prices may be more volatile.
If you purchase our Common Stock in the Offering, you will suffer immediate and substantial dilution of your investment.
The offering price of the Common Stock is substantially higher than the net tangible book value per share. Therefore, if you purchase Common Stock in the Offering, your interest will be diluted immediately to the extent of the difference between the offering price and the net tangible book value per share after this Offering. See “Dilution.”
Exercise of warrants, and issuance of incentive stock grants may have a dilutive effective on our Stock, and negatively impact the price of our Common Stock.
As a part of this Offering, underwriter warrants will be issued. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The underwriter warrants consist of one warrant to purchase _____ shares of Common Stock at exercise prices of $_______ per share over the next five years.
38
In September 2025, the Company approved the 2025 Equity and Incentive Plan (“the Plan”). Under the Plan, 50,000,000 shares of common stock were reserved and authorized to be issued. As of September 30, 2025, there have been no shares issued under the Plan.
To the extent that any of the warrants described above are exercised, dilution, to the interests of our stockholders may occur. For the life of such warrants, the holders will have the opportunity to profit from a rise in the price of the Common Stock with a resulting dilution in the interest of the other holders of Common Stock. The existence of such warrants may adversely affect the market price of our Common Stock and the terms on which we can obtain additional financing, and the holders of such warrants can be expected to exercise them at a time when we would, in all likelihood, be able to obtain additional capital by an offering of our unissued capital stock on terms more favorable to us than those provided by such warrants and options.
Effect of Issuance of Preferred Stock
Our Certificate of Incorporation allow us to issue Preferred Stock with voting, liquidation, and dividend rights senior to those of the Common Stock without the approval of our stockholders. The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding stock of our company and result in the dilution of the value of the then current stockholders’ Common Stock. We have no current plans to issue additional shares of Preferred Stock. We are authorized to issue 5,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by the Board of Directors. We have issued 100 shares of Series A Preferred stock with 80% of the voting power in the Company. The Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. The issuance of the 100 shares of Series A preferred stock has been utilized as a method of discouraging, delaying or preventing a change in control of the Company.
39
We estimate that the net proceeds from this offering, after deducting underwriting discounts and offering expenses payable by us, will be approximately $[●] million assuming a public offering price of $[●]per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter’s over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $[●].
We intend to use the net proceeds of this offering, as follows:
The following table sets forth the use of proceeds from the Company’s $[●] offering assuming all shares of Common Stock offered are sold:
Use of Funds |
|
|
|
|
Operations and Administration |
|
| [●] |
|
Marketing, R&D and Business Development |
|
| [●] |
|
M&A |
|
| [●] |
|
Working Capital (Reserves) |
|
| [●] |
|
Offering Expense & Professional Fees (Legal/Accounting and Placement Agent and/or Finder’s fees (2) |
|
| [●] |
|
Total Uses |
| $ | [●] |
|
We may change the amount of net proceeds to be used specifically for any of the foregoing purposes. The amounts and timing of our actual expenditures will depend upon numerous factors. We may also use a portion of the net proceeds to acquire, license and invest in complementary products, technologies or additional businesses; however, we currently have no agreements or commitments with respect to any such transaction.
A $1.00 increase (decrease) in the assumed public offering price would increase (decrease) the net proceeds to us from this offering by approximately $[●] million, after deducting the estimated underwriting discounts, non-accountable expense allowance and estimated aggregate offering expenses payable by us and assuming no change to the number of shares of common stock offered by us as set forth on the cover page of this prospectus.
The foregoing represents our current intentions based upon our present plans and business conditions to allocate and use the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments, and U.S. government securities.
40
The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2025. Such information is set forth on the following basis:
| · | an actual basis as of September 30, 2025; and |
|
|
|
| · | on an unaudited pro forma basis to give effect to reflect transactions immediately prior to completion of this offering if any; |
|
|
|
| · | on a pro-forma as adjusted basis to give effect to reflect (i) the unaudited proforma set forth above if any (ii) our sale of [●] shares of Common Stock in this offering at the assumed public offering price of approximately $[●] per share, after deducting approximately $[●] of estimated underwriting discounts and commissions and estimated offering expenses payable by us. |
The as-adjusted information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this information together with our financial statements and the related notes thereto included elsewhere in this prospectus and the information set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
|
| As of September 30, 2025 |
|
|
|
| ||||||
|
| Actual |
|
| Unaudited Pro Forma |
|
| Pro Forma as Adjusted |
| |||
|
|
|
|
|
|
|
|
|
| |||
Cash and cash equivalents |
| $ | 117,154 |
|
| $ | 117,154 |
|
|
|
|
|
Total current assets |
|
| 193,756 |
|
|
| 193,756 |
|
|
|
|
|
Total non-current assets |
|
| 66,862 |
|
|
| 66,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
| 2,218,124 |
|
|
| 2,218,124 |
|
|
|
|
|
Total long-term liabilities |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.0001 par value; 5,000,000 shares authorized, issued and outstanding on an actual basis and [●] issued and outstanding on a proforma as adjusted basis. |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.0001 par value; 100,000,000 shares authorized; 20,000,003 shares issued and outstanding on an actual basis and [●] shares issued and outstanding on a proforma as adjusted basis. |
| $ | 2,000 |
|
| $ | 2,000 |
|
|
|
|
|
Additional paid-in capital |
| $ | 1,866,730 |
|
|
| 1,866,730 |
|
|
|
|
|
Accumulated deficit |
| $ | (3,826,236 | ) |
|
| (3,826,236 | ) |
|
|
|
|
Total stockholders’ (deficit) equity |
| $ | (1,957,506 | ) |
|
| (1,957,506 | ) |
|
|
|
|
Total capitalization |
| $ | 260,618 |
|
| $ | 260,618 |
|
|
|
|
|
The number of common shares that will be outstanding after this offering set forth above is based on shares of our common stock outstanding as of September 30, 2025.
Each $1.00 increase (decrease) in the assumed public offering price of approximately $[●]per share would increase (decrease) the as pro-forma as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $[●], assuming that the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
The number of shares of our Common Stock to be outstanding after this offering is based on [●] shares of our Common Stock outstanding as of [●]. The pro forma as adjusted numbers does not take into account the issuance of any over-allotment shares.
41
If you purchase shares of our common stock offered by this prospectus, you will suffer dilution to the extent that outstanding options and warrants are exercised, investors will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.
As of September 30, 2025, our historical net tangible book value was $(1,957,013) or $(0.10) per share of Common Stock. Historical net tangible book value per share represents the amount of our total tangible assets reduced by total liabilities, divided by the number of shares of Common Stock outstanding on September 30, 2025.
After giving effect to the sale of [●] shares of Common Stock, at the assumed offering price of approximately $[●] per share, after deducting approximately $[●] in estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been $[●] or $[●] per share of Common Stock. This represents an immediate increase in pro forma net tangible book value to our existing stockholders of $[●] per share and an immediate dilution to new investors of $[●] per share. Dilution per share to new investors represents the difference between the price per share to be paid by new investors for the shares of common stock sold in this offering and the pro forma as adjusted net tangible book value per share immediately after this offering.
The following table illustrates this dilution on a per share basis:
|
|
| Offering Without Over-Allotment |
|
| Offering With Over-Allotment |
|
Assumed offering price per share |
| $ | [●] |
| $ | [●] |
|
Historical net tangible book value per share as of September 30, 2025 |
| $ | (0.10 |
| $ | (0.10 | ) |
Pro forma increase in historical net tangible book value (deficit) per share as of September 30, 2025 attributable to the pro forma adjustments described above |
| $ | [●] |
| $ | [●] |
|
Pro forma net tangible book value per share as of September 30, 2025 |
| $ | [●] |
| $ | [●] |
|
Increase in pro forma net tangible book value per share attributable to new investors |
| $ | [●] |
| $ | [●] |
|
Pro forma adjusted net tangible book value per share after the offering |
| $ | [●] |
| $ | [●] |
|
Dilution per share to new investors participating in this offering |
| $ | [●] |
| $ | [●] |
|
Assuming the underwriters’ over-allotment option is not exercised, each $1.00 increase (decrease) in the assumed public offering price of $[●] per share of Common Stock would increase (decrease) our net tangible book value after this offering by approximately $[●] per share, and increase (decrease) the dilution per share to new investors by approximately $[●] per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us full.
Assuming the underwriters’ over-allotment option is exercised in full to purchase [●] additional shares of Common Stock in this offering, each $1.00 increase (decrease) in the assumed public offering price of $[●] per share of Common Stock would increase (decrease) our net tangible book value after this offering by approximately $[●] per share, and increase (decrease) the dilution per share to new investors by approximately $[●] per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us full.
The number of shares of our Common Stock to be outstanding after this offering is based on [●] shares of our Common Stock outstanding as of [●].
If we issue additional shares of Common Stock in the future, there could be further dilution to investors participating in this offering. In addition, we anticipate needing to raise additional capital before generating positive cash flows and we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
Except as otherwise indicated, all information in this prospectus assumes no exercise of the underwriters’ option to purchase up to an additional 8% of shares of Common Stock to cover over-allotments.
To the extent any outstanding options or other rights are exercised, or we issue additional equity or convertible securities in the future, there will be further dilution to new investors.
42
DETERMINATION OF OFFERING PRICE
The offering price for the shares of Common Stock offered by this prospectus has been negotiated between the underwriter and us. In determining such offering price and exercise price, the following factors were considered:
| · | prevailing market conditions; |
|
|
|
| · | our historical performance and capital structure; |
|
|
|
| · | estimates of our business potential and earnings prospects; |
|
|
|
| · | an overall assessment of our management; and |
|
|
|
| · | the consideration of these factors in relation to the market valuation of companies in related businesses. |
Transactions in our Common Stock are currently reported under the symbol “VRHI” on the OTCIQ. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
As of September 30, 2025, there are over 100 record holders of our shares of Common Stock.
43
Holders of our shares of Common Stock are entitled to dividends when, as and if declared by our Board of Directors out of legally available funds.
We have not declared or paid any dividends in the past to the holders of our Common Stock and do not currently anticipate declaring or paying any dividends in the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that any dividends of any kind will ever be paid to holders of our Common Stock.
44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements regarding our business development plans, pre-clinical and clinical studies, regulatory reviews, timing, strategies, expectations, anticipated expenses levels, business prospects and positioning with respect to market, demographic and pricing trends, business outlook, technology spending and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations) and express our current intentions, beliefs, expectations, strategies or predictions. These forward-looking statements are based on a number of assumptions and currently available information and are subject to a number of risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and under “Risk Factors” and elsewhere in this Prospectus. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Prospectus.
Corporate History
We conduct our business through our wholly-owned subsidiaries. Our subsidiary, Veriheal, Inc. (“Veriheal”) was founded in the state of Delaware on November 17, 2017 and redomiciled in state of Wyoming in January 2026, by Joshua Green and Samuel Adetunji to provide concierge services to patients seeking prescription cards for medical marijuana. The idea was born out of their own difficulties in obtaining medical cannabis in Washington DC. Mr. Green and Mr. Adetunji saw that there were not any credible tech platforms or one-stop-shop providers that provided services for patients looking to adopt medical cannabis in their treatment plan. Mr. Green and Mr. Adetunji also both observed the benefits of medical cannabis in helping family, friends and those in need cope with severe medical conditions such as cancer. As a result, both saw a significant potential in providing a tech-oriented platform to assist with the procurement of medical cannabis cards and education around medical cannabis use.
Effective on January 1, 2025, Veri Holdings, Inc. (“Veri Holdings’’) merged with and into Veri Medtech Holdings, Inc. (the “Company”) in a transaction treated as a reverse merger and recapitalization of Veri Holdings. Veri Holdings was incorporated in August 2023 and acquired Alternative Medical Clinic LLC (“AMC”) and Dosepop in 2023. Veriheal Inc. (“Veriheal”), was incorporated in November 2017 and is the primary operating entity which operates as a digital healthcare company with a fully technology-enabled service model via its healthcare technology platform which provides accessible consultations for alternative medicine and medical cannabis and offers on-demand virtual consultations via video and chat, allowing patients to discuss sensitive health issues confidentially and receive personalized treatment plans. On December 31, 2024, Veri Holdings acquired Veriheal. All entities were under common control during years 2023 and 2024 and became consolidated on December 31, 2024. Therefore, the accompanying financial statements are presented on a retrospective basis as consolidated financial statements for all periods presented.
Veri Medtech Holdings serves as a holding company for operating wholly owned subsidiaries:
| · | Veriheal Inc. formed in the state of Delaware on November 17, 2017 and redomiciled in state of Wyoming on January 2, 2026;
|
| · | Alternative Medical Clinic LLC formed in the state of Delaware on April 28, 2023; |
| · | DosePop Inc. (f/k/a “Verinew”) was formed in the state of Delaware on June 23, 2023
|
| · | Sky Clinics LLC formed in the state of Wyoming on January 12, 2026 |
Since its founding, the Company has increased its coverage to more states and has also added a service to provide personal or educational consultations for patients looking for more hand holding than just a doctor’s prescription for a medical cannabis card. The Company has also grown the number of doctors on its platform over time as the Company and medical cannabis industry gain further traction. Throughout, the Company has also invested in building a team of software developers and customer service associates.
45
Business Overview and Strategy
Veri MedTech Holdings, Inc. (“Veri MedTech” or the “Company” or “VRHI”) is a healthcare technology company that provides access to alternative medicine for sensitive health issues, through discreet and personalized online care. The Company operates as a health technology leader at the intersection of healthcare technology, alternative healthcare, and direct-to-consumer wellness solutions. Our core strength lies in our proven ability to disrupt traditional healthcare models by leveraging cutting-edge technology, data analytics, and strategic marketing to serve millions of patients in the United States and beyond.
Veri MedTech was built on the foundation of solving real-world healthcare access challenges. The Company began with it’s first subsidiary, Veriheal, which quickly became the largest medical cannabis healthcare technology platform in the U.S., providing seamless doctor-patient connectivity, patient education, and digital prescription approvals. Over the past five years, Veriheal has processed over 350,000 medical cannabis patient approvals and generated over $100 million in revenue, demonstrating the ability to scale, dominate, and innovate within a niche healthcare sector.
With this track record of success in the alternative medicine space, the Company is now expanding its business model into broader healthcare technology through DosePop—a next-generation, direct-to-consumer healthcare technology platform designed specifically for Millennials and Gen Z. DosePop is set to revolutionize access to essential wellness, mental health, and lifestyle-enhancing medications, including weight loss treatments, dermatology prescriptions, ADHD therapy, sexual health, peptides, and anti-aging solutions.
Together, Veriheal and DosePop form the backbone of Veri MedTech’s diversified healthcare technology strategy, creating an ecosystem where patients seamlessly transition between alternative medicine and mainstream wellness services. This strategic synergy—referred to as the “Infinite Wellness Loop”—allows Veri MedTech to cross-sell, retain, and maximize patient lifetime value in a way that no other healthcare technology provider currently does.
In January 2026, Veri Medtech formed, a new wholly-owned subsidiary, Sky Clinics. The goal for Sky Clinics is to provide a technology-enabled clinical infrastructure platform. Sky Clinics is in initial idea, incubation stage with no revenue, no operations.
With a proven business model, deep industry expertise, and a high-growth roadmap, Veri MedTech is poised to become the dominant force in the next generation of digital healthcare. the Company is redefining patient access, removing barriers to treatment, and creating an ecosystem where healthcare is convenient, personalized, and stigma-free.
Corporate Overview
The idea for Veriheal was born out of personal necessity. The Company’s founders, experienced firsthand the difficulties of obtaining a medical cannabis prescription in Washington, D.C. Despite the increasing medical research supporting cannabis as a treatment for chronic pain, PTSD, and other conditions, patients faced significant obstacles in gaining access to legal medical cannabis.
The absence of a streamlined, tech-enabled solution inspired them to create Veriheal—a patient-first, digital concierge service that connects individuals with licensed physicians who can approve them for medical cannabis cards. From a small startup disrupting a niche market, Veriheal has since grown into a national powerhouse, serving hundreds of thousands of patients across every legal medical cannabis state in the U.S.
By developing their own proprietary cutting-edge healthcare technology, data-driven insights, and next-generation patient engagement strategies, Veriheal is redefining the way people access medical cannabis. Veriheal’s strength lies in its unique ability to market, scale, and dominate underserved healthcare verticals, leveraging proprietary technology, customer acquisition expertise, and strategic partnerships to create the most accessible, patient-focused healthcare technology experience in the industry.
46
Business Overview and Strategy
Veri Medtech Holdings is a healthcare technology and ePrescribe company and is focused on providing a platform that offers a concierge like service to patients that are looking to obtain a medical cannabis card for personal use. Veri Medtech Holdings MedTech platform enables the connection between patients and doctors for facilitating the procurement of medical cannabis cards. The key offerings include a HIPAA-compliant platform that allows patients to access all the relevant information with respect to obtaining a marijuana card, search for qualified doctors that are knowledgeable about medical marijuana and are authorized to provide prescriptions. The platform also provides information on the nearest dispensaries that the patient can use to procure medical cannabis.
The Company over the years has grown both by investing in its service offerings as well as geographical expansion across the continental United States. Veri Medtech Holdings has grown from operating solely in Washington state to now operating nationwide. The Company has also expanded its service offerings by moving beyond doctor consultations for obtaining marijuana cards to introducing cannabis education focused consultations with coaches that new medical cannabis consumers can book to learn more about the “how” and “what” of medical cannabis.
The Company has built a formidable position in the United States’ healthcare technology industry by developing a leading technology platform that provides patients the ability to see a qualified doctor both online and in person, unlike its key competitors that offer online consultations only. As a result, it has become the largest volume issuer of cannabis cards (5.3% US market share), along with maintaining the largest coverage area in the US amongst its competitors as it can provide services in states that allow healthcare technology as well as those that only allow in person visits. Its market leading presence is also evident in the large lead it has taken in terms of followers on social media platforms. Veri Medtech Holdings strong well-rounded management team has been instrumental in laying the groundwork with superior execution and strategy. The management team has dedicated considerable resources to perfect the Company’s digital platform, building out a large doctor’s network and setting up a customer care operation.
The Company has quickly scaled to an enviable position in a rapidly growing industry. Its market presence is currently considerably larger than its competitors. The scale difference between the Company and its competitors is a function of multiple factors. The Company was one of the early entrants in its market segment as the founders saw a need for this service from their own personal experience. Early entry into the market allowed the company to get a leg up over competitors. Veri Medtech Holdings has approximately 400,000 paid successful patient approvals from inception up to December 31, 2025. The Company also refers to these successful patient approvals as paid subscribers or activated patients. The Company defines a successful patient approval as a patient who (i) registered on the Veriheal platform, (ii) paid for services, and (iii) obtained a physician certification through the platform. This metric excludes unpaid registrations, abandoned bookings, or incomplete consultations. Patient retention rate is another metric that measures the percentage of patients who continue and return to renew for the same service year over year. Revenue per paid subscriber is measured by calculating total revenue generated during a period and dividing it by the total number of paid subscribers or successful patient approvals in that period. Management uses these metrics to make informed decisions for marketing purposes.
For the year ended December 31, 2024 and 2023, we have approximately 101,000 and 123,000 successful patient approvals and approximately $164 and $180 revenue per paid subscriber, respectively, and for the nine months ended September 30, 2025 and 2024, we have approximately 57,000 and 85,000 successful patient approvals and approximately $150 and $160 revenue per paid subscriber, respectively, on the Veriheal platform.
The Company operates in the business of providing services to procure medical cannabis card, which is subject to evolving market trends, regulatory uncertainty, and fluctuations in patient participation. Demand for the Company’s services is driven in part by the recurring nature of medical marijuana license applications and renewals and by the increasing complexity of state regulatory requirements. However, the Company’s operating results may fluctuate due to changes in state laws and regulations, including modifications to qualifying conditions, renewal procedures, and administrative requirements, as well as the continued federal illegality of marijuana, which creates uncertainty related to enforcement, banking access, and taxation. In addition, patient demand and renewal activity may vary based on economic conditions, competitive pressures, and the timing of regulatory deadlines, which could result in period-to-period variability in revenue and cash flows. See our discussion under Revenues related to fluctuations due to state regulations and restrictions.
47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere in this Report.
Year ended December 31, 2024, as compared to the year Ended December 31, 2023
Revenues
Revenues for the year ended December 31, 2024 were approximately $16.7 million, a decrease of approximately 25% compared to approximately $22.2 million for the year ended December 31, 2023. The decline in revenues was primarily driven by regulatory changes affecting telemedicine services. The state of Florida, a top 10 state in our market, revised its requirements, mandating in-person consultations for medical marijuana certifications instead of allowing online telemedicine. Given that our core business model heavily relies on telemedicine, this shift had a material impact. Similar restrictions were implemented in states such as Arizona and Colorado.
Cost of Revenues
Cost of revenues for the year ended December 31, 2024 were approximately $4.3 million, a decrease of approximately 30% compared to approximately $6.1 million for the year ended December 31, 2023. Total cost of revenues consists primarily of fees paid to contracted physicians for consultation services (approximately 23% and 24% of revenues for the years ended December 31, 2024 and 2023, respectively) and merchant processing fees (approximately 3% of revenues for both periods). This decrease is primarily attributable to the decrease in revenues as discussed above.
Gross Profit
Gross profit for the year ended December 31, 2024 were approximately $12.4 million, a decrease of approximately 23% compared to approximately $16.1 million for the year ended December 31, 2023. Gross margins were approximately 74% and 73% for the years ended December 31, 2024 and 2023, respectively. This decrease in gross profit is primarily attributable to the decrease in revenues as discussed above.
Operating Expenses
Total operating expenses for the year ended December 31, 2024, as compared to the year ended December 31, 2023, were approximately $12,691,000 and $12,500,000, respectively. The approximate $191,000 increase in operating expenses for the year ended December 31, 2024, as compared to the year ended December 31, 2023, is comprised of (i) The increase in compensation expense of approximately $392,000 was primarily attributable to higher personnel costs, including salary adjustments and performance-based bonuses. (ii) an increase of approximately $513,000 in sales and marketing expenses due to increase in advertising and promotions to attract new customers, (iii) an increase in rent and occupancy expenses of approximately $101,000 primarily due to the lease agreement dated in October 2023 with a related party and incurred a full year of rent expense in year 2024 as compared to only 3 months during year 2023, (iv) a decrease in technology expense of approximately $219,000 due to the Company undertaking an optimization initiative by cancelling several overlapping subscriptions and consolidating functionalities into fewer platforms, v) decrease in professional, consulting and contractor fees of approximately $435,000 primarily due to decrease in outsourced IT expenses of approximately $87,000, decrease in legal fees and accounting fees of approximately $299,000 and decrease in other professional fees of approximately $49,000. The overall decrease in professional, consulting and contractor fees is due to cost cutting measures implemented by the management, and vi) a decrease in general and administrative of approximately $161,000 primarily due to decrease in sponsorships, insurance expenses, and office expenses due to cost cutting measures implemented by the management.
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Income (Loss) from Operations
We reported an income (loss) from operations of approximately $(302,000) and $3,584,000 for the years ended December 31, 2024 and 2023, respectively.
Total Other Expense, Net
We reported other expense, net of approximately $107,000 and $54,000 for the years December 31, 2024 and 2023, respectively. We incurred interest expense of approximately $105,000 and $101,000 for the years ended December 31, 2024 and 2023, respectively related to a promissory note with a bank. During the year ended December 31, 2023, the Company received approximately $47,000 due to the employee retention tax credit.
Net Income (Loss)
We reported a net income (loss) of approximately ($409,000) and $3,530,000 for the years ended December 31, 2024 and 2023, respectively. The change relates to the factors discussed above.
Liquidity and Capital Resources |
The following table summarizes total current assets, liabilities and working capital deficit at December 31, 2024, compared to December 31, 2023, and the changes between those periods:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Total Current Assets |
|
| 161,081 |
|
|
| 259,300 |
|
Total Current Liabilities |
|
| 2,674,787 |
|
|
| 2,314,944 |
|
Working Capital Deficit |
|
| (2,513,706 | ) |
|
| (2,055,644 | ) |
Despite the negative working capital position, the Company continues to meet its obligations. Management remains focused on improving cash flow efficiency and exploring opportunities to optimize working capital through better expense controls.
|
| Year Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Net Income (Loss) |
| $ | (408,809 | ) |
| $ | 3,530,076 |
|
Net cash provided by operating activities |
|
| 55,416 |
|
|
| 3,412,668 |
|
Net cash used in investing activities |
|
| (2,286 | ) |
|
| (57,759 | ) |
Net cash used in financing activities |
|
| (65,884 | ) |
|
| (3,458,519 | ) |
Net decrease in cash |
| $ | (12,754 | ) |
| $ | (103,610 | ) |
Net Cash Flow from Operating Activities
Net cash provided in operating activities was $55,416 for the year ended December 31, 2024, due to our net loss of $408,809 offset primarily by non-cash charges of depreciation of $6,057 and amortization of right of use assets of $96,743. Net changes in operating assets and liabilities totaled $361,425, which is primarily attributable to an increase in accounts payable of $365,839, increase in due to related party of $47,937, decrease in prepaid expenses and other current assets of $79,582, decrease in unearned revenues of $41,402 and decrease in operating lease liability of $96,414.
Net cash provided in operating activities was $3,412,668 for the year ended December 31, 2023, due to our net income of $3,530,076 offset primarily by non-cash charges of depreciation of $680 and amortization of right of use assets of $27,147. Net changes in operating assets and liabilities totaled $145,235, which is primarily attributable to a decrease in accounts payable of $48,564, increase accounts receivable of $18,920, increase in due to related party of $6,500, increase in prepaid expenses and other current assets of $46,349, decrease in unearned revenues of $11,082 and decrease in operating lease liability of $26,820.
49
Net Cash Flow from Investing Activities
During the year ended December 31, 2024, net cash used in investing activities of $2,286 which relates to purchase of equipment as compared to $57,759 due to leasehold improvements cost during the year ended December 31, 2023.
Net Cash Flow from Financing Activities
Net cash used in financing activities for the year ended December 31, 2024 were $65,884 as compared to $3,458,519 for the year ended December 31, 2023. During the year ended December 31, 2024 we repaid notes of $615,724 and line of credit of $95,199 offset by net proceeds from contribution from principal stockholders, net of $549,498, and proceeds from line of credit of $95,541.
During the year ended December 31, 2023, we repaid notes of $549,218 and line of credit of $28,625, distribution to principal stockholders, net of $2,911,417 and offset by proceeds received from line of credit of $30,591.
Results of Operations
The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included elsewhere in this Report.
Nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024
Revenues
For the three months ended September 30, 2025, revenues were approximately $2.6 million, compared to $4.1 million in the prior period, a decline of approximately 37%. For the nine months ended September 30, 2025, revenues were approximately $8.7 million, versus $13.4 million in the same period of 2024, a decline of approximately 36%. The decrease in revenues primarily reflects the effects of regulatory restrictions in the state of Florida, where patient consultations continue to be limited to in-person visits rather than telemedicine.
Cost of Revenues
Total cost of revenues consists primarily of fees paid to contracted physicians for consultation services. For the three months ended September 30, 2025, cost of revenues was approximately $597,000, compared to $973,000 in the prior period, representing a decrease of approximately 39%. For the nine months ended September 30, 2025, cost of revenues was approximately $2.1 million, down from $3.3 million for the nine months ended September 30, 2024, a decrease of approximately 37%. The decrease in cost of revenues was primarily attributable to the decrease in revenues during the nine months ended September 30, 2025, which reduced costs such as physician consultation fees.
Gross Profit
For the three months ended September 30, 2025, gross profit was approximately $2.0 million, compared to $3.1 million in the same period of 2024, a decrease of approximately 37%. For the nine months ended September 30, 2025, gross profit was approximately $6.5 million, down from $10.1 million during the nine months ended September 30, 2024, a decline of approximately 35%. Gross margins were approximately 77% and 76% for the three months ended September 30, 2025 and 2024, respectively, and approximately 76% and 75% during the nine months ended September 30, 2025 and 2024, respectively. The decrease in gross profit is primarily attributable to the decrease in revenues as discussed above.
Operating Expenses
For the three months ended September 30, 2025, total operating expenses were approximately $2.5 million, compared to $3.3 million in the same period of 2024, representing a decrease of approximately $767,000 or 23%. The approximate $767,000 decrease in operating expenses is comprised of (i) the increase in compensation expense of approximately $347,000 which was primarily attributable to stock-based compensation of approximately $578,000 in connection with restricted common stock award grants to our officers offset by the decrease in overall salaries of approximately $231,000 due to decreased number of employees. (ii) decrease in professional, consulting and contractor fees of approximately $41,000 primarily due to increase in stock-based compensation in connection with restricted common stock award grants to certain consultants of approximately $49,000 and increase in accounting fees related to audit services, compliance and reporting related accounting services offset by decreases in legal expenses, outsourced IT and contractors expenses as a result of cost cutting measures iii) an increase in technology expense of approximately $33,000 due to continued investment in maintaining platform stability iv) a decrease of approximately $1,069,000 in sales and marketing expenses due to decrease in advertising and promotions as a result of management’s scaling back of marketing campaigns v) a decrease in rent and occupancy expenses of approximately $23,000 due to cost management initiatives and fewer short-term rental offices and vi) a decrease in general and administrative of approximately $14,000 primarily due to decrease in insurance expenses, utility expenses and office expenses as a result of cost cutting measures implemented by the management.
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For the nine months ended September 30, 2025, total operating expenses were approximately $7.8 million as compared to $10.3 million in the same period of 2024, a decrease of approximately $2,505,000 or 24%. The approximate $2,505,000 decrease in operating expenses is comprised of (i) the increase in compensation expense of approximately $1,046,000 which was primarily attributable to stock-based compensation of approximately $1,615,000 in connection with restricted common stock award grants to our officers offset by the decrease in overall salaries of approximately $569,000 due to decreased number of employees. (ii) increase in professional, consulting and contractor fees of approximately $3,000 primarily due to increase in stock-based compensation in connection with restricted common stock award grants to certain consultants of approximately $137,000 and increase in accounting fees related to audit services, compliance and reporting related accounting services, stock transfer agent fees offset by decreases in legal fees, recruitment expenses, outsource IT and contractors expenses as a result of cost cutting measures iii) an increase in technology expense of approximately $58,000 due to continued investment in maintaining platform stability iv) a decrease of approximately $3,404,000 in sales and marketing expenses due to decrease in advertising and promotions as a result of management’s scaling back of marketing campaigns v) a decrease in rent and occupancy expenses of approximately $60,000 due to cost management initiatives and fewer short-term rental offices and vi) a decrease in general and administrative of approximately $149,000 primarily due to decrease in sponsorship expenses, insurance expenses, travel expenses, utility expenses and office expenses as a result of cost cutting measures implemented by the management.
Loss from Operations
We reported a loss from operations of approximately $543,000 and $180,000 for the three months ended September 30, 2025 and 2024, respectively. We reported a loss from operations of approximately $1,254,000 and $216,000 for the nine months ended September 30, 2025 and 2024, respectively.
Total Other Expense, Net
For the three months ended September 30, 2025, other expense, net was approximately $19,000, compared to $24,000 in the same period of 2024. For the nine months ended September 30, 2025, other expense, net was approximately $51,000 as compared to $58,000 in the same period of 2024. These amounts primarily reflect interest expense on promissory note with a bank and finance charges on outstanding obligations.
Net Loss
For the three months ended September 30, 2025, net loss was approximately $561,000, compared to $204,000 in the same period of 2024. For the nine months ended September 30, 2025, net loss was approximately $1,305,000, compared to $274,000 in the prior period. The change relates to the factors discussed above.
Liquidity and Capital Resources
The following table summarizes total current assets, liabilities and working capital deficit at September 30, 2025, compared to December 31, 2024, and the changes between those periods:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Total Current Assets |
|
| 193,756 |
|
|
| 161,081 |
|
Total Current Liabilities |
|
| 2,218,124 |
|
|
| 2,674,787 |
|
Working Capital Deficit |
|
| (2,024,368 | ) |
|
| (2,513,706 | ) |
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As of September 30, 2025, the Company had current assets of $193,756 and current liabilities of approximately $2.2 million, resulting in a working capital deficit of approximately $2.0 million, compared to a working capital deficit of $2.5 million at December 31, 2024.
Despite the negative working capital position, the Company continues to meet its obligations. Management remains focused on improving cash flow efficiency, controlling discretionary expenditures, and exploring opportunities to optimize working capital to support near-term liquidity needs.
|
| Nine months ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Net Loss |
| $ | (1,304,829 | ) |
| $ | (273,762 | ) |
Net cash provided by operating activities |
|
| 358,826 |
|
|
| 240,339 |
|
Net cash used in investing activities |
|
| (3,102 | ) |
|
| (818 | ) |
Net cash used in financing activities |
|
| (302,322 | ) |
|
| (304,953 | ) |
Net Increase (decrease) in cash |
| $ | 53,402 |
|
| $ | (65,432 | ) |
Net Cash Flow from Operating Activities
For the nine months ended September 30, 2025, net cash provided by operating activities was $358,826 due to our net loss of $1,304,829 offset primarily by non-cash charges of stock- based compensation of $1,752,170, depreciation of $5,593 and amortization of right of use assets of $101,156. Net changes in operating assets and liabilities totaled $195,264, which is primarily attributable to a decrease in accounts payable of $214,460, decrease in operating lease liability of $101,319, increase in due to related party of $58,342, decrease in accounts receivable of $21,767, and increase in unearned revenues of $41,446.
For the nine months ended September 30, 2024, net cash provided by operating activities was $240,339 due to our net loss of $273,762 offset primarily by non-cash charges of depreciation of $4,422 and amortization of right of use assets of $71,740. Net changes in operating assets and liabilities totaled $437,939, which is primarily attributable to an increase in accounts payable of $354,547, decrease in prepaid expenses and other current assets of $136,612, decrease in operating lease liability of $71,412, increase in due to related party of $42,892, and decrease in unearned revenues of $42,183.
Net Cash Flow from Investing Activities
Net cash used in investing activities was $3,102 for the nine months ended September 30, 2025, compared to $818 in the same period of 2024 which relates to purchase of equipment.
Net Cash Flow from Financing Activities
Net cash used in financing activities was $302,322 for the nine months ended September 30, 2025, compared to $304,953 in the same period of 2024. Cashflows from financing activities were primarily related to repayments on notes payable of $439,639 and line of credit of $47,107, offset by advances from officers of $178,943 and proceeds from line of credit of $5,481.
Net cash used in financing activities was $304,953 for the nine months ended September 30, 2024. Cashflows from financing activities were primarily related to repayments on notes payable of $500,712 and line of credit of $82,391, offset by contributions by majority stockholders of $252,707 and proceeds from line of credit of $25,443.
The Company reported a net loss of approximately $409,000 for the year ended December 31, 2024. The Company reported a net loss of approximately $1,305,000 for the nine months ended September 30, 2025. Notwithstanding this result, the Company continues to generate revenue and maintain active operations across its core business segment. Based on current forecasts and available cash as of September 30, 2025, the Company may require additional capital to fully support its planned growth initiatives and capital expenditures over the next twelve months.
The Company believes that our existing available capital resources which includes available cash and financing resources, will be sufficient to fund our planned operations between 3 to 6 months from the date of this report. Management has determined that a minimum funding of approximately $3,000,000 is required to remain in business for at least the next 12 months from the date of this report.
Critical Accounting Policies and Estimates
Below is a discussion of our more subjective accounting estimation processes for purposes of explaining (i) the methodology used in calculating the estimates, (ii) the inherent uncertainties pertaining to such estimates, and (iii) the possible effects of a significant variance in actual experience, from that of the estimate, on our financial condition. Estimates involve numerous assumptions that, if incorrect, could create a material adverse impact on the Company’s results of operations and financial condition.
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Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. Each ASC reference in this filing is presented with a three-digit number, which represents its Topic. As necessary for explanation and as applicable, an ASC topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration which the entity expects to be entitled in exchange for those goods or services. In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company through its wholly owned subsidiary, Veriheal, generates revenue from service processing fees by facilitating patient consultations with licensed physicians for the purpose of medical marijuana (“MMJ”) card evaluations. Revenue is recognized at a point in time upon completion of both the consultation service and the licensed physicians providing medical decision. This is when the performance obligation is satisfied. The Company acts as the principal in these transactions and recognizes the full transaction price as revenue when its performance obligation is satisfied. The service processing fees are paid in advance and are non-refundable, however, the Company may reserve the right to refund the fees under limited circumstances at its discretion. Payments received before the completion of the consultation service are recorded as unearned revenue to be recognized upon completion of both the consultation service and conveyance of the medical decision which generally occurs within two months but can take up to six months from the date of payment.
The Company through its wholly owned subsidiary, Veriheal, also engages in business-to-business activities whereby the Company provides services by collaborating with licensed medical professionals and clinics and offering digital marketing services to connect them with the Company’s patients. Additionally, the Company provides research services for certain universities and organizations. The Company recognizes revenues for both marketing and research services for the agreed upon price when such services are completed, which satisfies the performance obligation.
The Company through its wholly owned subsidiary, Dosepop offers a comprehensive healthcare platform for both mental and physical health. The platform provides various treatments options by licensed professionals, addressing issues ranging from weight loss to anti-aging treatments. Revenue is recognized upon completion of both the consultation service and the licensed physicians providing the treatment option, which is when the performance obligation is satisfied.
Cost of Revenues
Cost of revenues primarily includes fees paid to contracted physicians for consultation services and merchant processing fees related to patient payments. These costs are directly attributable to revenue-generating activities and are expensed as incurred.
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Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services along with non-employee services received in exchange for an award of equity instruments over the period the employee, director or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director or non-employee services received in exchange for an award based on the grant-date fair value of the award.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on the accompanying consolidated financial statements and disclosures.
On November 4, 2024 the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 applies to all public business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
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Business Overview and Strategy
Corporate History
We conduct our business through our wholly-owned subsidiaries. Our subsidiary, Veriheal, Inc. (“Veriheal”) was founded in the state of Delaware on November 17, 2017, by Joshua Green and Samuel Adetunji to provide concierge services to patients seeking prescription cards for medical marijuana. The idea was born out of their own difficulties in obtaining medical cannabis in Washington DC. They saw that there were not any credible tech platforms or one-stop-shop providers that provided services for patients looking to adopt medical cannabis in their treatment plan. They also both personally observed the benefits of medical cannabis in helping loved ones cope with severe medical conditions such as cancer. As a result, both saw a significant potential in providing a tech-oriented platform to assist with the procurement of medical cannabis cards and education around medical cannabis use.
Corporate Structure & Key Subsidiaries
Veri MedTech Holdings, Inc. is the parent company for its wholly-owned subsidiaries:
1. Veriheal, Inc. (Founded in 2017)
| · | Core Focus: Medical Cannabis Healthcare technology |
| · |
|
| · | Revenue Generated: $100M+ in the past 5 years |
| · | Patients Served: Over 400,000 successful patient approvals to date |
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2. DosePop Inc. (f/k/a “Verinew”)
| · | Core Focus: Direct-to-Consumer Healthcare technology & Digital Wellness |
| · | Market Position: High-growth disruptor in the D2C health market |
| · | Revenue Generated (Soft Launch): ~$24,000, with ~$5,000 in recurring monthly revenue |
| · | Growth Strategy: Expanding into weight loss, ADHD, dermatology, anti-aging, and sexual health |
| · | Competitive Advantage: Millennial & Gen Z-focused branding, AI-driven patient engagement, subscription-based model
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3. Sky Clinics LLC
| · | Core Focus: Direct-to Business Healthcare platform technology |
| · | Status: Idea Incubated in January 2026 – No Revenues. No Operations. Initial Idea, Incubation Formation and Concept Development stage
|
By owning and operating these two market-leading brands, Veri MedTech controls the full spectrum of healthcare technology services, from specialized alternative medicine to mainstream, direct-to-consumer healthcare.
Key Performance Metrics: Veriheal’s Market Leadership
| · | Over 400,000 successful patient approvals from inception to December 31, 2025 |
| · | Generated over $100 million in total revenue from inception to December 31, 2025 |
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| · | Highly engaged audience, with millions of site visitors annually from inception to December 31, 2025. |
In year 2022, Veriheal acquired MarijuanaDoctors.com for $3 million, solidifying its market dominance and increasing its physician network. The acquisition doubled Veriheal’s lead generation capacity, allowing the company to serve even more patients while lowering customer acquisition costs (CAC).
These consistent growth metrics demonstrate Veriheal’s ability to scale, adapt, and capitalize on regulatory tailwinds in the expanding cannabis industry.
55
Competitive Advantage
Veri MedTech’s competitive edge stems from our mastery of digital healthcare marketing, patient conversion, and retention strategies. the Company is not just a healthcare company—the Company is a healthcare technology and marketing powerhouse that has successfully built one of the most dominant brands in alternative medicine.
We have applied this expertise to Veriheal, turning it into a category-defining leader in medical cannabis healthcare technology, with:
| · |
|
| · |
|
| · | A proprietary digital platform that ensures compliance with evolving state regulations. |
| · | Over $100M in total revenue generated since inception. |
| · | Unmatched brand awareness, with hundreds of thousands of patients recognizing Veriheal as the most trusted name in medical cannabis healthcare technology. |
The Company is now aiming to apply the same expertise to a broader, even more lucrative market: mainstream health and wellness.
Core Strengths & Competitive Edge
Veri MedTech’s success is driven by four key pillars:
1. Industry Leadership in Healthcare technology
| · | Proven Success in Medical Cannabis: Veri MedTech has dominated one of the most complex and highly regulated healthcare markets—medical cannabis. |
| · | Expansion into Mainstream Wellness: With DosePop, the Company is now applying this expertise to the market in general wellness, dermatology, weight loss, and mental health. |
| · | First-Mover Advantage: Veri MedTech specializes in healthcare verticals that traditional providers overlook, giving us an edge in high-demand, underserved markets. |
2. Technology & AI-Driven Personalization
| · | Proprietary HIPAA-Compliant Platform: Veri MedTech’s secure, scalable digital infrastructure ensures seamless healthcare technology operations. Veri Medtech intends to seek to capitalize on its technology platform, via Sky Clinics. |
| · | AI & Machine Learning: Predictive analytics help personalize patient recommendations, improve adherence, and increase retention. |
| · | Automated Prescription Fulfillment: Fast-track approvals and seamless medication delivery set us apart from legacy healthcare technology providers. |
3. Direct-to-Consumer Healthcare Mastery
| · | Consumer-Centric Marketing: Veri MedTech excels at digital-first patient acquisition—a major weakness for traditional healthcare companies. |
| · | Subscription-Based Model: DosePop’s recurring revenue strategy maximizes LTV and reduces reliance on one-time consultations. |
| · | Stigma-Free Branding: Unlike competitors that feel like insurance-driven clinics, DosePop is modern, engaging, and youth-friendly. |
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4. A Unique & Scalable Growth Strategy
| · | The “Infinite Wellness Loop” – Our ability to cross-sell between Veriheal and DosePop creates a continuous patient lifecycle. |
| · | Massive Data Monetization Potential – Veri MedTech owns one of the largest alternative medicine patient datasets, which presents significant future monetization opportunities. |
| · |
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The Market & Future Growth Potential
Veri MedTech is strategically positioned in two of the fastest-growing healthcare markets:
1. Medical Cannabis Market (Veriheal)
| · | The global medical cannabis industry is projected to reach $40 billion by 2030, according to a 2022 report by Grand Review Research. |
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| · | 27% of Americans ages 16-65 use cannabis medicinally. |
| · | State expansion opportunities in Texas, Pennsylvania, Florida, and beyond present massive new patient pools. |
2. Direct-to-Consumer Healthcare technology (DosePop)
| · | The U.S. healthcare technology industry is expected to grow to $180 billion+ by 2030. |
| · | Weight loss drugs alone (e.g., Ozempic, Mounjaro) represent a $100 billion opportunity. |
| · | Millennials & Gen Z overwhelmingly prefer digital-first healthcare models. |
Veri MedTech is uniquely positioned to capture both of these high-growth sectors, leveraging our healthcare technology infrastructure, consumer insights, and strategic marketing expertise.
Growth Strategies
Veriheal has already dominated the U.S. medical cannabis market, but significant growth opportunities remain. Veriheal has already established itself as a leader in the U.S. medical cannabis market. To further solidify its position and drive growth, the company is implementing a series of strategic initiatives aimed at expanding its market presence, leveraging data monetization, and diversifying its service offerings.
As medical cannabis laws continue to evolve, Veriheal is actively preparing to extend its operations into new states and international markets. With increasing cannabis adoption in Texas, Pennsylvania, and Florida, these states represent key domestic opportunities for expansion. Additionally, Veriheal is positioning itself to enter international markets, beginning with Germany, France, and Canada, where regulatory frameworks are becoming more favorable toward medical cannabis access.
Beyond geographical expansion, Veriheal is also focused on unlocking new revenue streams through data monetization. With millions of patient interactions recorded on its platform, the company has amassed one of the most extensive medical cannabis datasets in the industry. This presents significant opportunities to generate value by selling anonymized health insights to cannabis research firms, partnering with insurance companies for risk modeling, and developing predictive analytics to enhance patient outcomes. By leveraging its vast data resources, Veriheal aims to enhance decision-making across the healthcare ecosystem while creating additional revenue channels.
In addition to expanding its footprint and monetizing its data assets, Veriheal is broadening its service offerings to provide patients with a more comprehensive healthcare experience. Moving beyond medical cannabis evaluations, the company is introducing adjacent health services, including mental health therapy, sleep coaching, holistic wellness coaching, and lifestyle optimization programs. These new offerings are designed to improve patient engagement, increase retention, and enhance lifetime value (LTV) by positioning Veriheal as a long-term partner in patient wellness. Through these strategic initiatives, Veriheal is not only reinforcing its market dominance but also laying the foundation for sustained, long-term growth in the evolving healthcare landscape.
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MARKET ANALYSIS
Veri MedTech is strategically positioned in two of the fastest-growing, highest-potential healthcare markets:
| 1. | The medical cannabis market (Veriheal) |
| 2. | The direct-to-consumer (D2C) healthcare technology and wellness market (DosePop) |
Both sectors are experiencing rapid adoption, regulatory tailwinds, and shifting consumer behaviors favoring digital-first, on-demand healthcare solutions. Veri MedTech’s unique dual-platform approach allows it to capture growth in both markets simultaneously, creating a diversified, scalable, and resilient business model.
Industry Growth & Market Size
The global medical cannabis market is experiencing explosive growth:
| · | Projected to reach $40 billion by 2030 |
| · | CAGR of 21%, making it one of the fastest-growing healthcare segments |
| · | 27% of U.S. adults (16-65) use medical cannabis |
| · | Continued state & federal legalization efforts will expand market opportunities |
Veriheal’s strong market position ensures that it will capture significant future growth as medical cannabis adoption increases.
Medical Cannabis Market (Veriheal)
Industry Growth & Market Size
The global medical cannabis market has grown exponentially over the past decade, driven by:
| · | Increasing legalization of medical cannabis across U.S. states and globally. |
| · | Expanding scientific research supporting cannabis as a treatment for pain, anxiety, epilepsy, PTSD, and more. |
| · | Shifting public perception—with 77% of U.S. adults now supporting legal medical cannabis use. |
Market Forecasts:
| · | The global medical cannabis market was valued at $13.8 billion in 2022 and is expected to reach $65.9 billion by 2030, growing at a CAGR of 21.6%. |
| · | The U.S. medical cannabis market alone is projected to hit $40 billion by 2030. |
| · | 27% of Americans aged 16-65 report using medical cannabis, a figure expected to increase as accessibility expands. |
Regulatory Expansion: More States, More Patients
| · | Medical cannabis is now legal in 38 U.S. states, but many still have restrictive, underdeveloped programs. |
| · | States like Texas, Pennsylvania, and Florida—which have large populations but limited access—represent major growth opportunities as their laws evolve. |
| · | Federal legalization efforts could further accelerate patient growth and industry expansion. |
Opportunity: As one of the largest medical cannabis healthcare technology providers, Veriheal is well-positioned to capitalize on this expansion, with the ability to scale rapidly as new states open up.
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Competitive Landscape
Veriheal dominates independent healthcare technology in the medical cannabis space, standing apart from competitors such as:
| · | Leafwell & NuggMD – Smaller-scale healthcare technology platforms with limited state coverage. |
| · | Large dispensary chains offering doctor referrals – These lack Veriheal’s national reach and seamless online experience. |
Why Veriheal Leads the Market:
| · | Largest state-by-state coverage for healthcare technology & in-person consultations. |
| · | Highest brand awareness and market share (5.3% of U.S. cannabis card approvals). |
| · | A trusted, patient-first experience, ensuring strong customer retention & referrals. |
| · | Data-driven expansion strategy, allowing rapid adaptation to new regulations. |
Veri MedTech’s Market Opportunity
Medical Cannabis Remains a $40 Billion Market, and Veriheal is the Industry Leader
Veriheal has established itself as the leading independent provider of medical cannabis healthcare technology services, holding 5.3% of the U.S. market and maintaining the highest patient retention rates in the industry. As more states continue to legalize medical cannabis, the number of eligible patients is expected to increase significantly, creating millions of new medical cannabis consumers in the coming years.
The Direct-to-Consumer Healthcare technology Industry Presents an Even Larger Opportunity, and DosePop is Positioned to Lead
The direct-to-consumer (D2C) healthcare technology industry is projected to exceed $180 billion in value, with rapid growth occurring in weight loss treatments, mental health services, dermatology, and anti-aging solutions. DosePop is uniquely positioned to capitalize on this expansion due to its distinct branding, high patient engagement, and long-term retention model. Unlike many competitors that focus on transactional patient interactions, DosePop is designed to maximize lifetime patient value through subscription-based, personalized treatment plans. Additionally, DosePop benefits from Veriheal’s extensive existing patient pipeline, which serves as a powerful springboard for rapid expansion into new healthcare verticals. This built-in patient network allows DosePop to scale at a significantly lower customer acquisition cost than traditional healthcare technology companies reliant on high digital advertising expenditures.
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The “Infinite Wellness Loop” Creates a Continuous Growth Cycle
Veri MedTech’s proprietary “Infinite Wellness Loop” serves as a self-reinforcing growth mechanism that enhances retention, monetization, and long-term value. Every new Veriheal patient represents a potential DosePop subscriber, and every DosePop patient further increases the total lifetime value (LTV) across Veri MedTech’s healthcare ecosystem. This integrated, multi-platform patient journey allows the Company to scale more efficiently, reduce acquisition costs, and achieve higher profitability than competitors who depend on paid digital marketing for growth. By leveraging the synergies between Veriheal and DosePop, Veri MedTech can expand more aggressively while maintaining a sustainable and cost-effective growth trajectory.
Veri MedTech is Positioned for Long-Term Market Dominance
DosePop is strategically entering a $180 billion industry, utilizing a proven, patient-focused model to establish itself as a market leader in healthcare technology verticals such as weight loss, dermatology, and mental health. The Infinite Wellness Loop ensures that Veri MedTech can continuously expand its patient base, maximize retention, and optimize revenue per user or paid subscriber, creating a highly scalable and profitable ecosystem. More than just capturing market share, Veri MedTech is fundamentally transforming the way healthcare is accessed, setting the stage for long-term dominance in the evolving digital healthcare landscape.
DOSEPOP Overview
Introduction: The Future of Digital Healthcare
DosePop represents Veri MedTech’s strategic expansion into the broader healthcare technology and direct-to-consumer wellness market, leveraging the same technology and marketing expertise that established Veriheal as the dominant force in medical cannabis. Designed to capture the next major healthcare shift, DosePop offers a modernized, stigma-free, and accessible approach to healthcare for Millennials and Gen Z consumers who are increasingly dissatisfied with traditional medical systems. Unlike conventional healthcare, which is often slow, inefficient, and impersonal, DosePop prioritizes convenience, trust, and engagement, addressing the shortcomings of legacy healthcare technology companies such as HIMS, Ro, and Teladoc. These competitors have largely failed to establish meaningful relationships with younger consumers, offering transactional services that lack personalization and long-term patient retention.
DosePop differentiates itself by creating a healthcare experience tailored to the unique preferences of younger demographics. The platform is designed to be engaging and stigma-free, ensuring that patients feel comfortable seeking treatment for sensitive health issues. It operates on an affordable, flat-rate pricing model that does not require insurance, making high-quality care accessible without financial barriers. DosePop integrates licensed U.S. physicians with AI-powered health recommendations, ensuring that treatment plans are optimized for efficacy and patient convenience. Additionally, it offers fast and discreet medication delivery, providing next-day shipping for essential treatments. A key advantage of DosePop’s model is its integration with Veriheal’s established patient base through what the Company refers to as the “Infinite Wellness Loop.” This approach enables seamless transitions from Veriheal to DosePop, enhancing patient lifetime value while lowering acquisition costs.
The market opportunity for DosePop is substantial, given the projected growth of the U.S. direct-to-consumer healthcare technology market, which is expected to surpass $180 billion by 2030. The demand for prescription-based treatments in specific verticals, such as medical weight loss, dermatology, ADHD, and mental health, is growing rapidly. The medical weight loss industry, fueled by the rise of GLP-1 drugs like Ozempic, Wegovy, and Mounjaro, is anticipated to exceed $100 billion in value. Similarly, the dermatology healthcare technology sector is expanding at a compound annual growth rate (CAGR) of 17%, driven by increased demand for prescription skincare solutions. Meanwhile, ADHD and mental health prescriptions are at record-high demand, particularly among Gen Z, as cognitive performance and mental wellness become increasingly prioritized. By combining trust, affordability, and convenience, DosePop is uniquely positioned to dominate these high-growth categories.
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DosePop’s operational model is built around simplicity, speed, and efficiency. The patient journey begins with a visit to the DosePop digital health platform, where users can select their treatment category, including weight loss, ADHD management, skincare, or sexual health. Patients then complete an AI-driven health assessment, which matches them with a licensed physician for an online consultation. Once the consultation is complete, the prescribed medication is discreetly shipped to the patient’s doorstep within 24 to 48 hours. This streamlined process eliminates long wait times, unnecessary in-person doctor visits, and the complexities associated with insurance-based care, making DosePop an attractive alternative for modern consumers.
A key differentiator of DosePop’s business model is its focus on recurring revenue through subscription-based healthcare services. Unlike traditional healthcare technology providers that primarily rely on one-time patient interactions, DosePop emphasizes long-term engagement through monthly medication plans and bundled wellness packages that combine treatments across multiple verticals, such as weight loss, anti-aging, and ADHD management. Automated refill reminders and ongoing physician check-ins further enhance patient adherence and retention, increasing customer lifetime value and average revenue per user or paid subscriber.
DosePop also incorporates AI-driven healthcare optimization to enhance treatment efficacy and user experience. By utilizing machine learning and predictive analytics, the platform can recommend additional treatments based on user data, helping patients proactively manage their health. AI-powered insights also allow for the continuous optimization of prescription plans, ensuring that treatment regimens are tailored to each patient’s evolving needs. Additionally, personalized patient communication helps improve engagement, reinforcing long-term retention while fostering a sense of trust between the patient and provider. This data-driven approach enables DosePop to deliver superior health outcomes while maintaining operational efficiency, further differentiating it from competitors in the healthcare technology space.
Through its innovative technology, subscription-based model, and seamless integration with Veri MedTech’s existing patient ecosystem, DosePop is set to transform the direct-to-consumer healthcare landscape. By prioritizing accessibility, personalization, and long-term patient engagement, the platform is not only positioned for rapid growth but is also establishing a new standard for digital healthcare services in the evolving wellness market.
DosePop Service
DosePop is strategically targeting the fastest-growing and most in-demand segments of modern healthcare, offering personalized, prescription-based treatments in key verticals. By integrating advanced healthcare technology capabilities with AI-driven personalization, DosePop provides patients with streamlined, effective healthcare solutions across multiple high-growth categories.
Weight Loss Treatments: GLP-1s, Peptides, and Metabolism Boosters
The global market for obesity medications is projected to exceed $100 billion by 2030, driven by the rapid adoption of GLP-1 receptor agonists such as Ozempic, Wegovy, and Mounjaro. These medications have seen exponential demand, particularly among patients seeking sustainable weight management solutions. DosePop offers a subscription-based, physician-led approach to weight loss, integrating prescription treatments with diet coaching and fitness tracking to improve long-term adherence and patient success.
Competitive Advantage: Unlike traditional healthcare technology providers such as HIMS or Ro, DosePop incorporates AI-powered weight loss tracking and behavioral coaching, ensuring patients receive personalized, data-driven treatment plans that improve adherence and long-term results.
Anti-Aging and Longevity Treatments
The field of anti-aging and longevity medicine is rapidly expanding, with growing consumer demand for peptide therapy, hormone optimization, and regenerative treatments. Millennials and Gen Z consumers are increasingly investing in preventative health solutions, fueling demand for science-backed, prescription-based anti-aging treatments.
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Competitive Advantage: DosePop recognizes that aging is no longer solely a cosmetic concern but a holistic healthcare priority. Unlike competitors that focus exclusively on skincare or hormone replacement therapy, DosePop integrates peptide therapies, hormone treatments, and wellness coaching into a comprehensive longevity platform, ensuring a multi-faceted approach to long-term health.
Dermatology and Prescription Skincare
The dermatology healthcare technology market is growing at a 17% compound annual growth rate (CAGR) as demand for prescription skincare solutions continues to increase. DosePop offers a range of Rx treatments for acne, hyperpigmentation, hair loss, and age-related skin concerns, all delivered through an AI-driven, personalized treatment model.
Competitive Advantage: Unlike most skincare brands, which focus primarily on cosmetic solutions, DosePop provides medical-grade skincare treatments backed by licensed physicians. By integrating AI-driven skin analysis, DosePop enhances diagnostic accuracy and optimizes treatment plans for higher patient satisfaction and better clinical outcomes.
ADHD and Mental Health Treatment
The demand for ADHD medication has surged by over 30% in the past five years, with young adults aged 18 to 34 representing the largest segment seeking treatment. DosePop simplifies the ADHD evaluation process, enabling seamless, physician-led assessments for both stimulant and non-stimulant prescription therapies.
Competitive Advantage: While companies like Cerebral and Done have faced scrutiny for their prescription practices, DosePop distinguishes itself through transparency, compliance, and a stigma-free patient experience. By focusing on trust and long-term engagement, DosePop builds a more sustainable and reputable mental health platform.
Sexual Health and Hormone Optimization
The market for erectile dysfunction (ED), testosterone replacement therapy (TRT), and libido-enhancing treatments is projected to exceed $40 billion by 2027. Additionally, women’s hormone health, including treatments for polycystic ovary syndrome (PCOS), menopause, and hormone replacement therapy (HRT), remains a significantly underserved segment.
Competitive Advantage: DosePop prioritizes discreet, patient-first care, ensuring that both men and women receive personalized hormone and sexual health treatments. Unlike many platforms that focus solely on male health, DosePop is building an inclusive, research-backed approach to hormone optimization, offering comprehensive solutions that improve overall well-being.
DosePop’s Growth Strategy
In order to scale rapidly and capture market share, DosePop is executing a multi-pronged growth strategy designed to drive adoption, increase retention, and expand into high-growth healthcare verticals.
DosePop benefits from a built-in patient acquisition pipeline through its integration with Veriheal. By transitioning Veriheal’s 400,000+ engaged patients into DosePop’s healthcare technology ecosystem, the company is able to achieve:
| · | Lower customer acquisition costs (CAC) through pre-existing patient relationships. |
| · | Higher retention and increased lifetime value (LTV) by offering complementary health services. |
| · | Significant cross-selling potential between medical cannabis, weight loss, hormone therapy, and wellness treatments. |
Key Insight: No other healthcare technology company has access to a pre-established patient base of this scale, giving DosePop a significant advantage in expanding across new healthcare categories.
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DosePop is strategically positioning itself within some of the most lucrative healthcare technology sectors, including:
| · | The $100 billion weight loss market, capitalizing on the growing demand for GLP-1 weight management treatments. |
| · | AI-powered dermatology, developing a next-generation platform for prescription skincare and medical aesthetics. |
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| · | To strengthen its market position and expand its service offerings, DosePop is actively pursuing strategic acquisitions in complementary healthcare technology verticals. These acquisitions will allow the company to increase market share, enhance operational efficiencies, and drive long-term profitability. Targeted acquisitions include: |
| · | An ADHD healthcare technology platform ($1.5 million–$2.5 million) to expand its presence in cognitive health. |
| · | A naltrexone/alcohol recovery healthcare technology service ($1 million–$1.8 million) to enter the substance use treatment space. |
| · | An AI-powered diagnostics and lab testing company ($750,000–$1.5 million) to integrate at-home testing capabilities. |
| · | A prescription fulfillment center ($1.5 million–$2 million) to improve delivery speed and reduce pharmacy dependency. |
By acquiring and consolidating these key healthcare verticals, DosePop will enhance its operational efficiencies while expanding its market share in direct-to-consumer healthcare technology.
DosePop represents Veri MedTech’s next major development, leveraging the proven success of Veriheal to scale into an even larger market opportunity. With a comprehensive healthcare technology model, DosePop is redefining how Millennials and Gen Z access essential healthcare services. By focusing on personalization, transparency, and long-term patient engagement, DosePop is not merely building a healthcare technology platform—it is creating a healthcare movement that prioritizes accessibility, affordability, and innovation. As the direct-to-consumer healthcare industry continues to evolve, DosePop is uniquely positioned to lead the transformation of digital-first, patient-centered medicine in the years ahead.
CORPORATE INFORMATION
Our websites are located at: www.VeriMedtech.com, www.veriheal.com, www.Dosepop.com, www.verimedtech.com and our telephone number is 1-202-410–7411. Information on our website is not part of this prospectus or the Offering.
PROPERTIES
Our principal executive officers are located at 1660 International Dr., Suite 600, McLean, VA 22102. This office space is comprised of executive offices and leased on a month-to-month basis, at a cost of approximately $2,000 per month,.
We also operate at the following location:
| · | 1700 East 17th Avenue, Denver, CO, 80218. The company office space at this site is leased on a month-to-month basis at a cost of $15,000 per month (with 30-days notice of termination required). |
| · | 3500 E Fletcher Ave., suite 509, Tampa, FL 33613 - The company office space at this site is leased on a 36 month lease term ending in June 2026 at a cost of approximately $2,000 per month. |
LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings.
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General
Our authorized capital stock consists of 100,000,000 shares of Common Stock, $0.0001 par value per share, and 5,000,000 shares of Preferred Stock, $0.0001 par value per share. As of September 30, 2025, there were (i) 20,000,003 shares of our Common Stock issued and outstanding and (ii) 5,000,000 shares of our Preferred Stock designated as Series A Preferred Stock, with 100 Preferred shares issued and outstanding.
Set forth below is a summary description of all of the material terms of our securities, including those being registered hereunder. These descriptions are qualified in their entirety by reference to our Articles of Incorporation, Bylaws and forms of warrants, each of which is filed as an exhibit to the Prospectus, of which this Prospectus forms a part.
Common Stock
Voting
Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock registered in their name on the books of the Corporation on all matters submitted to a vote of shareholders except as the right to exercise such vote may be limited by the provisions of the Company’s Articles of Incorporation.
Dividends
The holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors from time to time, provided that dividends, if any, on the Preferred Stock have been paid or provided for.
Liquidation Preference
In the event of the liquidation, dissolution, or winding up, whether voluntary or involuntary of the Company, the assets and funds of the Company available for distribution to shareholders and remaining after the payment to holders of Preferred Stock of the amounts (if any) to which they are entitled, shall be divided and paid to the holders of the Common Stock according to their respective shares.
Preferred Stock
| · | “Preferred Shares” or “Preferred Stock” refers to the Preferred Stock of the Company, par value $0.0001, as defined in the Company’s Articles of Incorporation. We are authorized to issue 5,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by the Board of Directors. We have issued 100 shares of Series A Preferred stock with 80% of the voting power in the Company to our Founders. The Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. The issuance of the 100 shares of Series A preferred stock has been utilized as a method of discouraging, delaying or preventing a change in control of the Company. |
Underwriter Warrants
We have agreed to issue to Network 1 Financial Securities, Inc., or its designees warrants to purchase up to a total of 8% of the shares of Common Stock sold in this offering (excluding the shares sold through the exercise of the over-allotment option). Such warrants and underlying shares of Common Stock are included in this prospectus.
The following is a brief summary of certain terms and conditions of the warrants and is subject in all respects to the provisions contained in the warrants. Each warrant will be exercisable for one share of Common Stock.
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Exercisability. The warrants are exercisable commencing on a date which is _______ months from the commencement of sales of the offering under this prospectus and expiring on a date which is __________ years from the commencement of sales in the offering. No fractional shares of Common Stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.
Exercise Price; Adjustments. The warrants are exercisable at a price of $________ per whole share. The exercise price, and the number of shares underlying the warrants is subject to customary adjustments in the event of stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our shares of Common Stock.
Transferability. The holder agrees it may not: (a) sell, transfer, assign, pledge or hypothecate this warrant for a period of one hundred eighty (180) days following the issuance date to anyone other than: (i) the holder or an underwriter, placement agent, or a selected dealer participating in the offering, or (ii) a bona fide officer or partner of holder or of any such underwriter, placement agent or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) for a period of one hundred eighty (180) days following the issuance date of the warrant, cause the warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). After 180 days of issuance, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the warrant.
Governing Law. The warrants are governed by New York law.
Delaware Anti-Takeover Law and Certain Articles of Incorporation and Bylaw Provisions
The following is a summary of certain provisions of Delaware law, our Articles of Incorporation and our Bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our Articles of Incorporation and Bylaws.
Effect of Delaware Anti-Takeover Statute. We are subject to the provisions of the Delaware Management Stability Act (the “Act”) in the Delaware General Corporation Law, an anti-takeover law. In general, Section 17-18-104 of the Act prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder, subject to certain exceptions.
Section 17-18-102 of the Act defines “business combination” to include the following:
| ● | any merger, consolidation or share exchange involving the corporation and the interested stockholder; |
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| ● | any sale, transfer, pledge or other disposition of 10% or more of the value of the assets of the corporation involving the interested stockholder; |
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| ● | subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
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| ● | subject to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or |
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| ● | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
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In general, Section 17-18-102 of the Act defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or person affiliated with or controlling or controlled by any of these entities or persons.
Our Articles of Incorporation and Bylaws. Our Articles of Incorporation and Bylaws include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders. Certain of these provisions are summarized in the following paragraphs.
Effects of authorized but unissued common stock. One of the effects of the existence of authorized but unissued common stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
Cumulative Voting. Our Articles of Incorporation do not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.
Special Meeting of Stockholders and Stockholder Action by Written Consent. A special meeting of stockholders may only be called by our chief executive officer, chairman of the board of directors, board of directors or by the holder(s) of at least 20% of the outstanding voting shares of the Corporation.
Indemnification of Officers and Directors. The Company shall indemnify its officers and directors under the circumstances and to the full extent permitted by law. A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 17-16-833 of the WBCA for unlawful distributions, or (iv) for any transaction from which the director derived an improper personal benefit. If the WBCA is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the WBCA, as amended. Any repeal or modification of this paragraph by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Company existing at the time of such repeal or modification.
Transfer Agent
VStock Transfer, LLC is the transfer agent for our Common Stock. VStock Transfer, LLC’s address is 18 Lafayette Place, Woodmere, New York 11598; its telephone number is (212) 828-8436; its website is www.vstocktransfer.com. No information found on VStock Transfer, LLC’s website is part of this Registration Statement.
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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our Common Shares are quoted on the OTCID Market under the symbol “VRHI”. As of October 1, 2025, the last reported price of our Common Stock was $1.50 per share at market close. We have applied to list our Common Stock on The NYSE American Market under the symbol “VRHI”. We believe that upon completion of this offering contemplated by this prospectus, we will meet the standards for listing on the NYSE American Market. No assurance can be given that our application will be approved.
Holders
As of September 30, 2025, there are over 100 holders of our Common Stock; and 2 holders of our Series A Preferred Stock.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock and we do not currently anticipate declaring or paying cash dividends on our capital stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the operation and expansion of our business. Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants, applicable law and other factors that our Board may deem relevant. If we do not pay dividends, a return on your investment will occur only if the market price of our Common Stock appreciates.
Securities authorized for issuance under equity compensation plans
On September 29, 2025, our Board approved the 2025 Equity Incentive Plan (“2025 Plan”). On September 30, 2025, a majority of the voting power of our capital stock approved the 2025 Plan. The 2025 Plan is administered by our Board or such committee appointed by the Board. The 2025 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, performance units, performance shares, restricted stock units, and other stock-based awards to our employees, directors, and consultants. The purpose of the 2025 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants, and to promote the success of the Company’s business. The 2025 Plan further authorizes the administrator to amend the exercise price and terms of certain awards thereunder.
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Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well as any equity compensation plans not approved by our stockholders as of December 31, 2024.
Plan category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) |
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Plans approved by our stockholders: |
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2025 Plan (1) |
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Plans not approved by stockholders |
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| (1) | The 2025 Plan was adopted on September 29, 2025, by the Board and approved by a majority vote of our stockholders on September 30, 2025. We initially reserved 50,000,000 shares of Common Stock under the 2025 Equity Incentive Plan. As of September 30, 2025, we have not issued any awards or grants under the plan. |
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EXECUTIVE OFFICERS AND DIRECTORS
Name |
| Age |
| Position |
Samuel Adetunji |
| 35 |
| Chief Executive Officer, Secretary, Director |
Joshua Green |
| 37 |
| President, Treasurer, Treasurer and Director and Chairman of the Board |
Faisal Malik |
| 32 |
| Chief Financial Officer |
*Scott Dunnagan |
| 43 |
| Director (Nominee) |
*Vijay Viswanathan |
| 46 |
| Director (Nominee) |
*Todd Jones |
| 68 |
| Director (Nominee) |
Executive Officers
Samuel Adetunji - Chief Executive Officer, Secretary and Director
Samuel Adetunji, age 35, serves as Chief Executive Officer of our Company, and is also a Founder. From September 2016 through June 2017, Mr. Adetunji was an account executive at Palisade Corporation in New York City where he presented proprietary risk management software to companies throughout the world. He consulted, marketed and advised large Fortune 500 companies on how to mitigate risk and worked directly with senior engineers and consultants at Palisade to give prospective clients a better understanding of the product and its capabilities. Mr. Adetunji serves as our Chief Executive Officer, Secretary and Director. Mr. Adetunji is a graduate of Virginia Commonwealth University where he earned a Bachelor of Science degree in Marketing.
Joshua Green – President, Treasurer, Director and Chairman of the Board
Joshua Green, age 37, serves as President, Treasurer, Chairman of the Board of Directors, and is also a Founder of the Company. Prior to establishing Veri MedTech, Mr. Green served as a Corporate Foreign Exchange Trader at Western Union in Washington, D.C., where he managed a Fortune 500 FX portfolio and executed financial and hedging strategies across global markets. He later founded a multi-family real estate investment firm with holdings across Georgia, South Carolina, and Virginia. At Veri MedTech, Mr. Green has overseen expansion acquisitions and directs the operations of VRHI’s subsidiary companies. He also serves on several nonprofit boards focused on advancing education. Mr. Green holds a degree in International Business from Florida A&M University and completed graduate-level finance studies at American University.
Faisal Malik - Chief Financial Officer
Faisal Malik, age 32, an ACCA Qualified Accountant (CPA Equivalent) with a Bachelor’s degree in Applied Accounting from Oxford Brookes University, has over 9 years of experience in finance, developing comprehensive expertise in financial management, reporting, forecasting, and strategy development. Mr. Malik has a proven track record of managing full financial operations for businesses, from budgeting and reconciliation to cash flow analysis and financial modeling, and has provided finance and accounting services to the Company since 2023.
69
Non-Employee Directors (Appointment Upon Registration Statement Effective Date)
Scott Dunnagan
Scott Dunnagan, age 43, is an attorney licensed to practice law in North Carolina since 2008. From 2017 through 2020, Mr. Dunnagan served as Founder and Managing Partner of Dunnagan Law, PLLC, where his practice involved various matters including secured transactions, and employment law. From 2020-2023, Mr. Dunnagan served as a partner at the law firm of Wilson Ratledge, PLLC, where his practice involved litigation as well as business law and bankruptcy matters. From 2023 to present Mr. Dunnagn serves as a partner at the law firm of Higgins Benjamin PLLC, where his practice involves litigation, secured transactions, contract disputes and real estate-related matters.
Vijay Viswanathan
Vijay Viswanathan, age 46, is a founding partner of CYFORIX LLC, a defense & strategic risk consulting firm with practice spanning government and public and private sector industries, delivering actionable insights through curated intelligence analysis. Mr. Viswanathan has held such position from May 2017 through the present. Since April 2019, Mr. Viswanathan has also served as the CEO of TORQE, LLC; a research, advisory & solution engineering firm specializing in cloud & enterprise technologies, cybersecurity & risk management, synthetic intelligence & automation. From 2020 through the present, Mr. Viswanathan has been a Senior External Advisor for Bain & Company, where he provides advice on various due diligence, integration, market research, and global technology projects for Bain clients. Previously, he was senior technology executive & CISO at multi-national organizations including GE, HD Supply, Comcast & Keurig Dr Pepper.
Todd Jones
Todd Jones, MBA, MAI, AI-GRS, CRE, FRICS, age 68, Principal (RealAdvice), provides complex income-producing commercial property valuation; expert testimony; litigation support; ad valorem property tax counseling and representation; appraisal review; investment advice; marketability analysis and feasibility analysis–including highest and best use analysis for virtually all types of commercial, industrial, residential, and special purpose real estate–on behalf of financial institutions, REIT’s, government entities, publicly traded companies, and private concerns. Mr. Jones has held such position from 2017 through the present.
Board Determination of Independence
NYSE American Market Listing Rules requires a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the NYSE American Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
NYSE American Market Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our current directors, with the exception of Joshua Green and Samuel Adetunji, is an “independent director” as defined under NYSE American Market Listing Rules. Our Board of Directors also determined that Scott Dunnagan, Vijay Viswanathan. and Todd Jones, who currently constitute our Audit Committee, Compensation Committees and Corporate Governance and Nominating Committee, satisfy the independence and other qualification standards for such committees established by the SEC and the NYSE American Market Listing Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
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Family Relationships
There are no family relationships among our directors and/or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten (10) years:
| · | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
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|
| · | Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
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| · | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan or insurance activities, or to be associated with persons engaged in any such activity; |
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| · | Been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; |
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| · | Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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| · | Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.
Board Committees
The Board currently has the following standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.
The following table identifies the independent and non-independent current Board and committee members:
Name |
| Audit |
| Compensation |
| Nominating |
| Independent |
Scott Dunnagan |
| X |
| X |
| X |
| X |
Vijay Viswanathan |
| X |
| X |
| X |
| X |
Todd Jones |
| X |
| X |
| X |
| X |
Joshua Green. Chairman |
|
|
|
|
|
|
|
|
Samuel Adetunji |
|
|
|
|
|
|
|
|
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Board and Committee Meetings
All of our committees were established on _________, 2025. As of the date of this prospectus, the Board had one meeting, the Audit Committee had no meetings, the Compensation Committee had no meetings, and the Nominating Committee had no meetings.
There were no directors (who were incumbent at the time), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the applicable period.
With respect to our audit committee, compensation committee and a nominating and corporate governance committee, each has its own charter, which is available on our website at www.VeriMedtech.com. Each of the Board committees has the composition and responsibilities described below.
Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.
Audit Committee
The Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting. The specific functions of this Committee include, but are not limited to:
| · | selecting and recommending to our board of directors the appointment of an independent registered public accounting firm and overseeing the engagement of such firm; |
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| · | approving the fees to be paid to the independent registered public accounting firm; |
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| · | helping to ensure the independence of the independent registered public accounting firm; |
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|
| · | overseeing the integrity of our financial statements; |
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|
| · | preparing an audit committee report as required by the SEC to be included in our annual proxy statement; |
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| · | resolving any disagreements between management and the auditors regarding financial reporting; |
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| · | reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies; |
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| · | reviewing and approving all related-party transactions; and |
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| · | overseeing compliance with legal and regulatory requirements. |
Compensation Committee
Our Compensation Committee assists the board of directors in the discharge of its responsibilities relating to the compensation of the board of directors and our executive officers.
The Committee’s compensation-related responsibilities include, but are not limited to:
| · | reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer; |
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|
|
| · | reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure for our other executive officers; |
72
| · | determining the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or board of directors; |
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| · | providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees, consultants and advisors; |
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| · | reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our board of directors as needed, and exercising all the authority of our board of directors with respect to the administration of such plans; |
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| · | reviewing and recommending to our board of directors the compensation of independent directors, including incentive and equity-based compensation; and |
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| · | selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate. |
Nominating and Corporate Governance Committee
The purpose of the Nominating and Corporate Governance Committee is to recommend to the board nominees for election as directors and persons to be elected to fill any vacancies on the board, develop and recommend a set of corporate governance principles and oversee the performance of the board.
The Committee’s responsibilities include:
| · | recommending to the board of directors nominees for election as directors at any meeting of stockholders and nominees to fill vacancies on the board; |
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|
| · | considering candidates proposed by stockholders in accordance with the requirements in the Committee charter; |
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| · | overseeing the administration of the Company’s code of business conduct and ethics; |
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| · | reviewing with the entire board of directors, on an annual basis, the requisite skills and criteria for board candidates and the composition of the board as a whole; |
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| · | the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement, and cause the Company to pay the engaged search firm’s engagement fee; |
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| · | recommending to the board of directors on an annual basis the directors to be appointed to each committee of the board of directors; |
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| · | overseeing an annual self-evaluation of the board of directors and its committees to determine whether it and its committees are functioning effectively; and |
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| · | developing and recommending to the board a set of corporate governance guidelines applicable to the Company. |
The Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter within the scope of its duties.
Board Diversity
While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and stockholders.
73
Code of Ethics
Our Board has adopted a Code of Ethics that applies to all of our employees, including our Executive Chairman, Chief Executive Officer, and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct. We will provide a copy of our Code of Ethics, without charge, upon request in writing to Veri Medtech Holdings, Inc., 1660 International Dr., Suite 600, McLean, VA 22102, Attention: President.
Communication with our Board
Although the Company does not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to us at Veri Medtech Holdings, Inc., 1660 International Dr., Suite 600, McLean, VA 22102, Attention: President. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.
Involvement in Certain Legal Proceedings.
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| · | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
|
|
|
| · | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
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|
| · | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
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| · | been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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|
| · | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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|
| · | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.
Controlled Company Status
The Company notes that following the completion of the Offering, Messrs. Samuel Adetunji and Joshua Green, will hold more than 50% of the total voting power of the Company and, therefore the Company will be deemed a “controlled company” under applicable NYSE rules. However, the Company notes that it does not intend to rely on the corporate governance exemptions typically afforded to “controlled companies” following the Offering under applicable SEC and NYSE rules, including exemptions with respect to a majority of independent directors on the board, an independent compensation committee and the nomination of directors by independent directors or by a committee consisting of independent directors. Instead, the Company intends to voluntarily comply fully with these corporate governance requirements as prescribed by NYSE rules.
74
The following table sets forth the aggregate compensation paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our Chief Executive Officer and President whose salary and bonus for services rendered in all capacities equaled or exceeded $100,000 during the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
Name & Principal Position |
Year |
Salary ($)(1) |
Bonus ($) |
Stock Awards ($)(4) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) | Total ($) |
Joshua Green, President(2) | 2025 | 1,058,333 | -0- | 1,146,719 | -0- | -0- | -0- | -0- | 2,205,052 |
| 2024 | 1,200,000 | -0- | -0- | -0- | -0- | -0- | -0- | 1,200,000 |
|
|
|
|
|
|
|
|
|
|
Samuel Adetunji, -CEO(3) | 2025 | 1,058,333 | -0- | 1,146,719 | -0- | -0- | -0- | -0- | 2,205,052 |
| 2024 | 1,200,000 | -0- | -0- | -0- | -0- | -0- | -0- | 1,200,000 |
(1) | Amounts shown reflect salary amounts included in the executives’ respective employment agreements with the Company that were executed in September 14, 2023, after the Company’s formation. |
|
|
(2) | Company entered into an employment agreement with Mr. Green on September 14, 2023, whereby he became the Company’s President. On September 4, 2025, the Company entered into amended employment agreements (“First Amendment”) with Mr. Green whereby the annual salary was amended from $1,200,000 to $1,058,333. The employment agreement is for an indefinite term. |
|
|
(3) | The Company entered into an employment agreement with Mr. Adetunji on September 14, 2023, whereby he became the Company’s Chief Executive Officer. On September 4, 2025, the Company entered into amended employment agreements (“First Amendment”) with Mr. Adetunji whereby the annual salary was amended from $1,200,000 to $1,058,333. |
|
|
(4)
| In January 2025, the Company granted 2,636,135 restricted common stock each to Mr. Green and Mr. Adetunji for services. The 2,636,135 restricted common stock had a fair value of $1,146,719 or approximately $0.44 per share of common stock based on the quoted trading price on the date of grant. The restricted common stock shall vest for one year period. |
Named Executive Officer Employment Agreements
Green Employment Agreement
The Company entered into an employment agreement with Mr. Green on September 14, 2023, whereby he became the Company’s President. The employment agreement is for an indefinite term. The employment agreement provides for discretionary bonus compensation of up to 20% of Mr. Green’s annual compensation. The employment agreement also provides that upon the successful execution of an initial public offering by the Company, Mr. Green shall be issued options in the amount of twelve million shares of Company Common stock, subject to the achievement of certain stock price levels, which options shall vest over a 36-month period. On September 4, 2025, the Company entered into amended employment agreements (“First Amendment”) with Mr. Green whereby the annual salary was amended from $1,200,000 to $1,058,333. Except as expressly amended hereby, all of the other terms and conditions of the Agreements shall remain unchanged and in full force and effect in accordance with their original terms.
Adetunji Employment Agreement
The Company entered into an employment agreement with Mr. Adetunji on September 14, 2023, whereby he became the Company’s Chief Executive Officer. The employment agreement is for an indefinite term. The employment agreement provides for discretionary bonus compensation of up to 20% of Mr. Adetunji’s annual compensation. The employment agreement also provides that upon the successful execution of an initial public offering by the Company, Mr. Adetunji shall be issued options in the amount of twelve million shares of Company Common stock, subject to the achievement of certain stock price levels, which options shall vest over a 36-month period. On September 4, 2025, the Company entered into amended employment agreements (“First Amendment”) with Mr. Adetunji whereby the annual salary was amended from $1,200,000 to $1,058,333. Except as expressly amended hereby, all of the other terms and conditions of the Agreements shall remain unchanged and in full force and effect in accordance with their original terms.
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The following sets forth information as of September 30, 2025, regarding the number of shares of our common stock and preferred stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding common stock and Series A Preferred Stock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive officer as a group.
Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership or within 60 days through the exercise of any option, warrant or similar right (such instruments being deemed to be “presently exercisable”).
To our knowledge, except as indicated in the footnotes to the following tables, and subject to state community property laws where applicable, all beneficial owners named in the following tables have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of ownership is based on 20,000,003 shares of Common Stock and 100 shares of Series A Preferred Stock outstanding as of February 10, 2026. Unless otherwise indicated, the address of each of the shareholders listed below is: c/o Veri Medtech Holdings, Inc., 1660 International Dr., Suite 600, McLean, VA 22102
Common Stock Security Ownership of Directors and Executive Officers
Name and Address of Beneficial Owner 5% or Greater Stockholders |
| Shares of common stock Beneficially Owned Prior to Offering (1) |
|
| Percent (1) |
|
| Shares of Common Stock Beneficially Owned After The Offering |
|
| Percent (2) |
| ||||
Joshua Green |
|
| 7,636,135 |
|
|
| 38.18 | % |
|
| 7,636,135 |
|
| [●] |
| |
Samuel Adetunji |
|
| 7,650,545 |
|
|
| 38.25 | % |
|
| 7,650,545 |
|
| [●] |
| |
Faisal Malik |
|
| 0 |
|
|
| 0 | % |
|
| 0 |
|
|
| 0 | % |
Danny Wilson |
|
| 500,897 |
|
|
| 2.5 | % |
|
| 500,897 |
|
| [●] |
| |
Scott Dunnagan |
|
| 0 |
|
|
| 0 | % |
|
| 0 |
|
|
| 0 | % |
Todd Jones |
|
| 0 |
|
|
| 0 | % |
|
| 0 |
|
|
| 0 | % |
Vijay Viswanathan |
|
| 0 |
|
|
| 0 | % |
|
| 0 |
|
|
| 0 | % |
Directors & Executive Officers as a Group (5 persons) |
|
| 15,787,577 |
|
|
| 78.93 | % |
|
| 15,787,577 |
|
| [●] |
| |
Notes:
(1) | Percentage of ownership is based on 20,000,003 shares of Common Stock and 100 shares of Series A Preferred Stock outstanding as of February 10, 2026. |
|
|
(2) | Assumes [●] common shares issued after the Offering, and total common shares issued and outstanding of [●] following the completion of the Offering. |
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|
* | Less than 1% |
Preferred Stock Ownership
Name and Address of Beneficial Owner 5% or Greater Stockholders | Shares of Preferred Stock Beneficially Owned Prior to Offering (1) | Percent (1) | Shares of Preferred Stock Beneficially Owned After The Offering | Percent |
|
|
|
|
|
Joshua Green | 50 | 50 | 50 | 50 |
Samuel Adetunji | 50 | 50 | 50 | 50 |
(1) | Percentage of ownership is based on 100 shares of our Series A Preferred Stock issued and outstanding as of September 30, 2025. We have issued 100 shares of Series A Preferred Stock with 80% of the voting power in the Company. See, Certificate of Designations in Exhibits included herewith. This 80% portion of the voting power represented by the Series A Preferred Stock issued to Messrs. Green and Adetunji is in addition to the shares of our common stock owned by them as set forth in the table above. |
Changes in Control
We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
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Equity Compensation Plan Information
The following table sets forth information as of September 30, 2025, with respect to our compensation plans under which equity securities may be issued.
Plan Category |
| Number of Shares of Common Stock Reserved and Authorized to be Issued |
|
| Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights |
|
| Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| |||
|
| (a) |
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| (b) |
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| (c) |
| |||
Equity compensation plans approved by security holders: |
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|
|
|
|
|
|
| |||
2025 Equity and Incentive Plan (1) |
|
| 50,000,000 |
|
| $ | 0.00 |
|
|
| 0 |
|
(1) | The 2025 Equity and Incentive Plan (The “Plan”) is administered by the Compensation Committee and initially provided for the issuance of up to 50,000,000 shares of Common Stock. Under the Plan, we may grant stock options, restricted stock, stock appreciation rights, restricted stock units, performance units, performance shares and other stock based awards. The objective of the Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company. The term of each plan option and the manner in which it may be exercised is determined by the Committee, provided that no option may be exercisable more than 10 years after the date of its grant. As of September 30, 2025, there were no options outstanding under the Plan. |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
As of September 30, 2025, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our officers or directors had or will have a direct or indirect material interest.
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We expect to enter into an underwriting agreement with Network 1 Financial Securities, Inc., as representative of the several underwriters named therein (the “Representative”), with respect to the Common Stock in this offering. The Representative may retain other brokers or dealers to act as sub-agents on its behalf in connection with this offering and may pay any sub-agent a solicitation fee with respect to any securities placed by it. Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to issue and sell to the underwriters the number of common stock as indicated below.
Underwriters |
| Number of Shares |
| |
Network 1 Financial Securities, Inc. |
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|
|
|
|
|
|
|
|
Total |
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|
The underwriters are offering the Common Stock subject to their acceptance of the Common Stock from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Common Stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the Common Stock offered by this prospectus if any such common stock are taken. However, the underwriters are not required to take or pay for the Common Stock covered by the underwriters’ option to purchase additional common stock described below.
Discounts and Expenses
The underwriters have advised us that they propose to offer the Common Stock to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $[●] per share. After this offering, the public offering price, concession, and reallowance to dealers may be changed by the Representative. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The Common Stock are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.
The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to us.
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| Per Share |
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| |||
Public offering price |
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Underwriting discount(1) |
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(1) Represents an underwriting discount equal to 8% per share. The fees do not include the underwriter’s warrants or expense reimbursement provisions described below. Underwriting discounts to be paid by us are calculated based on the assumption that no investors in this offering are introduced by us.
We have agreed to pay to the underwriters a corporate finance fee equal to 2% of the gross proceeds received by us from the sale of the shares (“Non-accountable Expense Allowance”).
We have agreed to pay expenses relating to the offering, including: (i) our legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing, and delivering the registration statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, and the underwriting agreement and related documents (all in such quantities as the Representative may reasonably require); (iii) the costs of preparing and printing stock certificates and warrant certificates; (iv) the costs of any “due diligence” meetings; (v) all reasonable and documented fees and expenses for conducting a net road show presentation; (vi) all filing fees and communication expenses relating to the registration of the shares to be sold in the offering with the SEC and the filing of the offering materials with FINRA; (vii) the reasonable and documented fees and disbursements of the Representative’s counsel; (viii) background checks of the Company’s officers and directors; (ix) preparation of bound volumes and mementos in such quantities as the Representative may reasonably request; (x) transfer taxes, if any, payable upon the transfer of securities from us to the Representative; and (xi) the fees and expenses of the transfer agent, clearing firm, and registrar for the shares; provided that the actual accountable expenses of the Representative shall not exceed $150,000.
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We estimate that expenses payable by us in connection with this offering, other than the underwriting discounts referred to above, will be approximately $[●]. We paid an expense deposit of $50,000 to the Representative, upon the execution of letter of intent between us and the Representative, and will pay an additional $25,000 upon the public filing of this prospectus, for the Representative’s anticipated out-of-pocket expenses. Upon the closing of this offering, we will pay an additional $75,000 to the Representative. Any expense deposits will be returned to us to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).
We estimate that expenses payable by us in connection with this offering, other than the underwriting discounts referred to above, will be approximately $[●], including a maximum aggregate reimbursement of $150,000 of Representative’s accountable expenses.
Underwriters’ Warrants
We have agreed to issue to the representative of the underwriters or its designees at the closing of this offering, warrants to purchase the number of shares of our common stock equal to 8% of the aggregate number of shares sold in this offering (the “Representative’s Warrants”). The Representative’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months after the commencement of sales in this offering.
The exercise price of the Representative’s Warrants will equal 110% of the public offering price per share, subject to adjustments. The underwriters’ warrants are exercisable after the date of issuance, and will be exercisable until such warrants expire five years after the commencement of sales of the offering. The underwriters’ warrants and the Common Stock underlying the warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up beginning on the commencement date of sales of the public offering pursuant to FINRA Rule 5110(e)(1). The Representative and its affiliates or employees (or permitted assignees under FINRA Rule 5110(e)(1)) may not sell, transfer, assign, pledge, or hypothecate the underwriters’ warrants or the Common Stock underlying the underwriters’ warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the underwriters’ warrants or the underlying shares for a period of 180 days beginning on the date of commencement of sales of the public offering except as permitted by FINRA Rule 5110(e)(2). The Representative will have the option to exercise, transfer, or assign the underwriters’ warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the 180-day lock-up period will remain on such underlying Common stock. In addition, although the underwriters’ warrants and the underlying shares of Common Stock are being registered in the registration statement of which this prospectus forms a part, we have also agreed that the warrants will provide for registration rights in certain cases. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the underwriters’ warrants at our expense, one additional demand registration at the warrant’ holders’ expense with a duration of no more than five years from the commencement of sales of the public offering, and unlimited “piggyback” registration rights each with a duration of no more than five years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The underwriters’ warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of recapitalization, merger, or other structural transaction to prevent mechanical dilution. We will bear all fees and expenses attendant to registering the shares underlying the underwriters’ warrants, other than any underwriting commissions incurred and payable by the warrant holders.
Right of First Refusal
We have granted the Representative a right of first refusal, for a period of twelve (12) months from the closing of the offering, to co-manage any future public and private equity and debt offering, including all equity linked financings (excluding (i) shares issued under any compensation or stock option plan approved by the Company’s shareholders, (ii) shares issued as consideration of an acquisition or as part of a strategic partnership or transaction and (iii) conventional banking arrangements and commercial debt financing), of the Company, or any successor to or any current or future subsidiary of the Company, with the Representative receiving the right to underwrite or place a number of the securities to be sold therein having an aggregate purchase price therein equal to a minimum of the aggregate purchase price of the shares sold in this offering. If the Representative fails to accept in writing any such proposal within ten (10) days after receipt of a written notice from the Company containing such proposal, the Representative will have no claim or right with respect to any such sale contained in any such notice. If, thereafter, such proposal is modified in any material respect, the Company will adopt the same procedure as with respect to the original proposed public of private sale, and the Representative shall have the right of first refusal with respect to such revised proposal as set forth above. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering.
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Lock-Up Agreements
Pursuant to the underwriting agreement, we have agreed not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of share capital of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company, (2) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company, or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital of the Company, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of shares of the Company or such other securities, in cash or otherwise without the prior written consent of the underwriters for a period of one hundred eighty days (180) after the effective date of this registration statement, except issuances pursuant to the exercise of employee share options outstanding on the date hereof and certain other exceptions.
Furthermore, each of our executive officers and directors as of the effective date of this registration statement, have agreed, without the prior written consent of the underwriters not to directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of our Common stock (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of), enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Common stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common stock or securities convertible into or exercisable or exchangeable for Common stock or any other securities of ours or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for a period of one hundred eighty (180) days after the effective date of this registration statement.
Determination of offering price
The public offering price of the securities we are offering was negotiated between us and the underwriters. Factors considered in determining the public offering price of the shares include the history and prospects of the Company, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our market, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.
Future Transactions
In the event that at any time prior to the second anniversary of the final closing of this offering, we, or any of our affiliates, enter into any transaction (including, without limitation, any merger, consolidation, acquisition, financing, joint venture or other arrangement) (a “Future Transaction’) with any party introduced, directly or indirectly to us by the underwriters (each, a “Finder”), during such period, the Finder will be paid a transaction fee as stated below, payable at the closing thereof, equal to a percentage of the consideration or value received by us and/or our stockholders:
5% of the first $1,000,000;
4% of the next $1,000,000;
3% of the next $1,000,000;
2% of the next $1,000,000, and
1% of all amounts in excess of $4,000,000
We have agreed to pay to the Representative the aforementioned Finder’s fee during the aforementioned time period, even in situations where the consummation of a Future Transaction at issue culminated not directly from the Finder’s initial introduction but indirectly from a chain of introductions initiated by the Finder’s introduction.
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Other
From time to time, certain of the underwriters and/or its affiliates may in the future provide, various investment banking and other financial services for us for which they may receive customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities or loans. Except for services provided in connection with this offering, the underwriters have not provided any investment banking or other financial services to us during the 180-day period preceding the date of this prospectus and we do not expect to retain any underwriter to perform any investment banking or other financial services for at least 90 days after the date of this prospectus.
Price Stabilization, Short Positions and Penalty Bids
In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our Common Stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares than are set forth on the cover page of this prospectus. This creates a short position in our Common Stock for its own account. The short position may be either a covered short position or a naked short position.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing common stock in this offering because the underwriter repurchases the Common Stock in stabilizing or short covering transactions.
Finally, the underwriters may bid for, and purchase, shares of our Common Stock in market making transactions, including “passive” market making transactions as described below.
These activities may stabilize or maintain the market price of our ordinary at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriter are not required to engage in these activities and may discontinue any of these activities at any time without notice. These transactions may be effected on the national securities exchange on which our Common Stock are traded, in the over-the-counter market, or otherwise.
Indemnification
We have agreed to indemnify the underwriters against liabilities relating to this offering arising under the Securities Act and the Exchange Act, liabilities arising from breaches of some or all of the representations and warranties contained in the underwriting agreement, and to contribute to the aggregate losses, claims, damages, liabilities and expenses of such indemnification.
Electronic Offer, Sale, and Distribution of Common Stock
A prospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members, if any, participating in this offering and the underwriters may distribute prospectuses electronically. The underwriters may agree to allocate a number of our Common Stock to selling group members for sale to their online brokerage account holders. The Common Stock to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters, and should not be relied upon by investors.
Passive Market Making
In connection with this offering, the underwriters may engage in passive market making transactions in our Common Stock on the NYSE American in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the Common stock and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.
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Potential Conflicts of Interest
The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our Company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Other Relationships
The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment research, principal investment, hedging, financing, and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions, and expenses.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long, and/or short positions in such securities and instruments.
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Selling Restrictions
Other than in the United Stares of America, no action has been taken by us or the underwriters that would permit a public offering of the Common Stock offered by this prospectus in any jurisdiction where action for that purpose is required. The Common Stock offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
Australia
This prospectus is not a product disclosure statement, prospectus or other type of disclosure document for the purposes of Corporations Act 2001 (Commonwealth of Australia) (the “Act”) and does not purport to include the information required of a product disclosure statement, prospectus or other disclosure document under Chapter 6D.2 of the Act. No product disclosure statement, prospectus, disclosure document, offering material or advertisement in relation to the offer of the Common Stock has been or will be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange.
Accordingly, (1) the offer of the Common Stock under this prospectus may only be made to persons: (i) to whom it is lawful to offer the Common Stock without disclosure to investors under Chapter 6D.2 of the Act under one or more exemptions set out in Section 708 of the Act, and (ii) who are “wholesale clients” as that term is defined in section 761G of the Act, (2) this prospectus may only be made available in Australia to persons as set forth in clause (1) above, and (3) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (1) above, and the offeree agrees not to sell or offer for sale any of the Common Stock sold to the offeree within 12 months after their issue except as otherwise permitted under the Act.
British Virgin Islands
No invitation, whether directly or indirectly, may be made to the public in the BVI to subscribe for our Common Stock. This prospectus does not constitute a public offer of Common Stock, whether by way of sale or subscription, in the BVI. Each underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any Common Stock to any member of the public in the BVI.
Canada
The Common Stock may not be offered, sold or distributed, directly or indirectly, in any province or territory of Canada other than the provinces of Ontario and Quebec or to or for the benefit of any resident of any province or territory of Canada other than the provinces of Ontario and Quebec, and only on a basis that is pursuant to an exemption from the requirement to file a prospectus in such province, and only through a dealer duly registered under the applicable securities laws of such province or in accordance with an exemption from the applicable registered dealer requirements.
European Economic Area
In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, or a Relevant Member State, from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of the Common Stock to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the Common Stock that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and the competent authority in that Relevant Member State has been notified, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Common Stock to the public in that Relevant Member State at any time,
| • | to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
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| • | to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000, and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or combined accounts; |
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| • | to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or |
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| • | in any other circumstances that do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive; |
provided that no such offer of Common Stock shall result in a requirement for the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.
For purposes of the above provision, the expression “an offer of Common Stock to the public” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Common Stock to be offered so as to enable an investor to decide to purchase or subscribe the Common Stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
United Kingdom
An offer of the Common Stock may not be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended (“FSMA”), except to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances that do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, (“FSA”). An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) may only be communicated to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to the Company. All applicable provisions of the FSMA with respect to anything done by the underwriters in relation to the Common Stock must be complied with in, from or otherwise involving the United Kingdom.
Hong Kong
The Common Stock may not be offered or sold by means of this document or any other document other than (i) in circumstances that do not constitute an offer or invitation to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) (“Companies (WUMP) Ordinance”) or the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”), or (ii) to “professional investors” within the meaning of the SFO and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a “prospectus” within the meaning of the Companies (WUMP) Ordinance, and no advertisement, invitation or document relating to the Common Stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Common Stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.
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Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Common Stock may not be circulated or distributed, nor may our Common Stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (“SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
People’s Republic of China
This prospectus may not be circulated or distributed in the PRC and the Common Stock may not be offered or sold, and will not offer or sell, to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Our consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, have been audited by Salberg & Company, PA, an independent registered public accounting firm, as set forth in its report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The validity of the issuance of the Shares hereby will be passed upon for us by Law Office of Clifford J. Hunt, P.A. (“Hunt Law”), Seminole, Florida. Hunt Law principal, Clifford J. Hunt, Esquire is the holder of 160,000 shares of our Common Stock. Certain legal matters related to the offering will be passed upon for the underwriter by Lucosky Brookman LLP, Woodbridge, New Jersey.
WHERE YOU CAN FIND MORE INFORMATION
We are an SEC non-reporting company and file annual, quarterly and special reports, and other information with OTC Markets. Copies of the reports and other information may be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You can request copies of such documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus. For further information you may:
| · | read a copy of the registration statement, including the exhibits and schedules, without charge at the SEC’s Public Reference Room; or |
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| · | obtain a copy from the SEC upon payment of the fees prescribed by the SEC. |
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CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 and 2023
Audited Consolidated Financial Statements
Unaudited Consolidated Financial Statements
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Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 |
| F-21 |
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| F-22 |
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| F-23 |
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| F-24 |
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Condensed Notes to Consolidated Financial Statements (Unaudited) |
| F-25 to F-35 |
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F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Principal Stockholders of:
Veri Medtech Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Veri Medtech Holdings, Inc and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has shareholders’ deficit, accumulated deficit and working capital deficit, of approximately $2,405,000, $2,521,000 and $2,514,000 respectively, at December 31, 2024 and has a net loss in 2024 of approximately $409,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
We have served as the Company’s auditor since 2025.
Boca Raton, Florida
November 14, 2025
2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com • info@salbergco.com
Member National Association of Certified Valuation Analysts • Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide • Member Center for Public Company Audit Firms
F-2
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES
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| December 31, 2024 |
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| December 31, 2023 |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
| $ | 63,752 |
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| $ | 76,506 |
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Accounts receivable |
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| 21,767 |
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| 27,650 |
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Prepaid expenses and other current assets |
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| 75,562 |
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| 155,144 |
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TOTAL CURRENT ASSETS |
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| 161,081 |
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| 259,300 |
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Property and equipment, net |
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| 53,308 |
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| 57,079 |
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Operating lease right of use assets, net - related party |
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| 1,087,360 |
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| 1,165,630 |
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Operating lease right of use assets, net |
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| 31,022 |
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| 49,495 |
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Total non-current assets |
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| 1,171,690 |
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| 1,272,204 |
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TOTAL ASSETS |
| $ | 1,332,771 |
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| $ | 1,531,504 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 1,299,852 |
|
| $ | 934,013 |
|
Unearned revenues |
|
| 97,189 |
|
|
| 138,591 |
|
Lines of credit |
|
| 524,044 |
|
|
| 523,702 |
|
Note payable - current portion |
|
| 593,123 |
|
|
| 615,724 |
|
Due to related party |
|
| 54,437 |
|
|
| 6,500 |
|
Operating lease liabilities - current portion - related party |
|
| 85,612 |
|
|
| 78,270 |
|
Operating lease liabilities - current portion |
|
| 20,530 |
|
|
| 18,144 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
| 2,674,787 |
|
|
| 2,314,944 |
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
Note payable - long term |
|
| 49,935 |
|
|
| 643,058 |
|
Operating lease liabilities - long term - related party |
|
| 1,001,748 |
|
|
| 1,087,360 |
|
Operating lease liabilities - long term |
|
| 11,148 |
|
|
| 31,678 |
|
TOTAL LONG-TERM LIABILITIES |
|
| 1,062,831 |
|
|
| 1,762,096 |
|
TOTAL LIABILITIES |
|
| 3,737,618 |
|
|
| 4,077,040 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT: |
|
|
|
|
|
|
|
|
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and 2023 |
|
| - |
|
|
| - |
|
Common stock - $0.0001 par value, 100,000,000 shares authorized, 11,500,000 and 11,500,000 shares issued and outstanding at December 31, 2024 and 2023, respectively |
|
| 1,150 |
|
|
| 1,150 |
|
Additional paid-in capital |
|
| 115,410 |
|
|
| 115,410 |
|
Accumulated deficit |
|
| (2,521,407 | ) |
|
| (2,662,096 | ) |
TOTAL STOCKHOLDERS’ DEFICIT |
|
| (2,404,847 | ) |
|
| (2,545,536 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 1,332,771 |
|
| $ | 1,531,504 |
|
See accompanying notes to consolidated financial statements.
F-3
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| For the years ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Revenues |
| $ | 16,653,261 |
|
| $ | 22,157,668 |
|
Cost of revenues |
|
| 4,264,677 |
|
|
| 6,074,037 |
|
Gross profit |
|
| 12,388,584 |
|
|
| 16,083,631 |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
General and administrative expenses |
|
| 439,738 |
|
|
| 600,312 |
|
Rent and occupancy expenses |
|
| 310,191 |
|
|
| 209,369 |
|
Technology expense |
|
| 407,557 |
|
|
| 626,429 |
|
Compensation and related taxes |
|
| 4,855,312 |
|
|
| 4,462,833 |
|
Professional, consulting and contractor fees |
|
| 2,221,818 |
|
|
| 2,657,011 |
|
Sales and marketing expenses |
|
| 4,456,270 |
|
|
| 3,943,540 |
|
TOTAL OPERATING EXPENSES |
|
| 12,690,886 |
|
|
| 12,499,494 |
|
INCOME (LOSS) FROM OPERATIONS |
|
| (302,302 | ) |
|
| 3,584,137 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
Other income |
|
| 31 |
|
|
| 46,900 |
|
Interest expense and other finance charges |
|
| (105,138 | ) |
|
| (100,961 | ) |
Other expense |
|
| (1,400 | ) |
|
| - |
|
TOTAL OTHER EXPENSE, NET |
|
| (106,507 | ) |
|
| (54,061 | ) |
INCOME (LOSS) BEFORE TAXES |
|
| (408,809 | ) |
|
| 3,530,076 |
|
Provision for income tax |
|
| - |
|
|
| - |
|
NET INCOME (LOSS) |
| $ | (408,809 | ) |
| $ | 3,530,076 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share, basic and diluted |
| $ | (0.04 | ) |
| $ | 0.34 |
|
Weighted average common shares outstanding - basic and diluted |
|
| 11,500,000 |
|
|
| 10,337,912 |
|
See accompanying notes to consolidated financial statements.
F-4
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
|
| Common Stock |
|
|
|
|
|
|
|
| Total |
| ||||||||
|
| $0.0001 Par Value |
|
| Additional |
|
| Accumulated |
|
| Stockholders’ |
| ||||||||
|
| Shares |
|
| Amount |
|
| Paid-in Capital |
|
| Deficit |
|
| Deficit |
| |||||
Balance, December 31, 2022 |
|
| 10,000,000 |
|
| $ | 1,000 |
|
| $ | 115,410 |
|
| $ | (3,280,755 | ) |
| $ | (3,164,345 | ) |
Issuance of common shares for cash |
|
| 1,500,000 |
|
|
| 150 |
|
|
| - |
|
|
| - |
|
|
| 150 |
|
Distribution to principal stockholders |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (2,911,417 | ) |
|
| (2,911,417 | ) |
Net income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,530,076 |
|
|
| 3,530,076 |
|
Balance, December 31, 2023 |
|
| 11,500,000 |
|
|
| 1,150 |
|
|
| 115,410 |
|
|
| (2,662,096 | ) |
|
| (2,545,536 | ) |
Capital contribution by principal stockholders |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 549,498 |
|
|
| 549,498 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (408,809 | ) |
|
| (408,809 | ) |
Balance, December 31, 2024 |
|
| 11,500,000 |
|
| $ | 1,150 |
|
| $ | 115,410 |
|
| $ | (2,521,407 | ) |
| $ | (2,404,847 | ) |
See accompanying notes to consolidated financial statements.
F-5
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| For the years ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | (408,809 | ) |
| $ | 3,530,076 |
|
Adjustments to reconcile net income (loss) to net cash provided by operations: |
|
|
|
|
|
|
|
|
Depreciation |
|
| 6,057 |
|
|
| 680 |
|
Amortization of right of use assets |
|
| 96,743 |
|
|
| 27,147 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| 5,883 |
|
|
| (18,920 | ) |
Prepaid expenses and other current assets |
|
| 79,582 |
|
|
| (46,349 | ) |
Accounts payables and accrued liabilities |
|
| 365,839 |
|
|
| (48,564 | ) |
Unearned revenues |
|
| (41,402 | ) |
|
| (11,082 | ) |
Due to related party |
|
| 47,937 |
|
|
| 6,500 |
|
Operating lease liability |
|
| (96,414 | ) |
|
| (26,820 | ) |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
| 55,416 |
|
|
| 3,412,668 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Leasehold improvements |
|
| - |
|
|
| (57,759 | ) |
Purchase of computer equipment |
|
| (2,286 | ) |
|
| - |
|
NET CASH USED IN INVESTING ACTIVITIES |
|
| (2,286 | ) |
|
| (57,759 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds received from line of credit |
|
| 95,541 |
|
|
| 30,591 |
|
Issuance of common shares for cash |
|
| - |
|
|
| 150 |
|
Repayments on note payable |
|
| (615,724 | ) |
|
| (549,218 | ) |
Repayments on line of credit |
|
| (95,199 | ) |
|
| (28,625 | ) |
(Distributions to) and contributions from principal stockholders, net |
|
| 549,498 |
|
|
| (2,911,417 | ) |
NET CASH USED IN FINANCING ACTIVITIES |
|
| (65,884 | ) |
|
| (3,458,519 | ) |
NET DECREASE IN CASH |
|
| (12,754 | ) |
|
| (103,610 | ) |
CASH AT BEGINNING OF YEAR |
|
| 76,506 |
|
|
| 180,116 |
|
CASH AT END OF YEAR |
| $ | 63,752 |
|
| $ | 76,506 |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
| $ | 105,138 |
|
| $ | 100,961 |
|
Income Tax |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
|
|
Operating lease right of use asset and operating lease liability pursuant to ASC 842 - related party |
| $ | - |
|
| $ | 1,184,125 |
|
Operating lease right of use asset and operating lease liability pursuant to ASC 842 |
| $ | - |
|
| $ | 58,147 |
|
See accompanying notes to consolidated financial statements.
F-6
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Note 1 – Organization and Nature of Operations
Effective on January 1, 2025, Veri Holdings, Inc. (“Veri Holdings’’) merged with and into Veri Medtech Holdings, Inc. (the “Company”) in a transaction treated as a reverse merger and recapitalization of Veri Holdings (see Note 11). Veri Holdings was incorporated in August 2023 and acquired Alternative Medical Clinic LLC (“AMC”) and Dosepop, Inc. (“DosePop” and fka Verinew, Inc.) in 2023. Veriheal Inc. (“Veriheal”), was incorporated in November 2017 and is the primary operating entity which operates as a digital healthcare company with a fully technology-enabled service model via its healthcare technology platform which provides accessible consultations for alternative medicine and medical cannabis and offers on-demand virtual consultations via video and chat, allowing patients to discuss sensitive health issues confidentially and receive personalized treatment plans. On December 31, 2024, Veri Holdings acquired Veriheal. All entities were under common control during years 2023 and 2024 and became consolidated on December 31, 2024. Therefore, the accompanying financial statements are presented on a retrospective basis as consolidated financial statements for all periods presented.
The Company, through its wholly owned subsidiary, Alternative Medical Clinic LLC, contracts physicians to facilitate the delivery of telehealth services to its patients. The Company through its wholly owned subsidiary, DosePop, provides a one-stop healthcare technology platform for mental and physical health designed to connect patients with healthcare professionals and provide various treatment options and services ranging from weight loss programs to anti-aging treatments.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the accounts of Veri Medtech Holdings Inc. and its wholly-owned subsidiaries, Veriheal, Dosepop, and AMC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from estimates. Significant estimates made by management include, but are not limited to, the allowance for credit losses, the estimates of useful lives for depreciation, valuation of the lease liabilities and related right of use assets and valuation of stock-based compensation.
Cash and Cash Equivalents
Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at December 31, 2024 and 2023. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates, at least annually, the rating of the financial institutions in which it holds deposits. At December 31, 2024 and 2023, the Company’s had no cash in excess of the FDIC limit.
F-7
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Accounts Receivable
Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for credit losses, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to credit loss when an account balance is deemed to be uncollectible. The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under Accounting Standards Codification (“ASC”) 326 based on historical losses, changes in payment history, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are incurred or information becomes available related to the customer or economic conditions. As of December 31, 2024 and 2023, the allowance for credit losses was $0 for both periods.
Fair Value Measurements and Fair Value of Financial Instruments
The Company follows the FASB Fair Value Measurements standard, as it applies to its financial instruments on a recurring basis. This standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
The Company’s non-financial assets, such as ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration which the entity expects to be entitled in exchange for those goods or services. In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
F-8
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The Company through its wholly owned subsidiary, Veriheal, generates revenue from service processing fees by facilitating patient consultations with licensed physicians for the purpose of medical marijuana (“MMJ”) card evaluations. Revenue is recognized at a point in time upon completion of both the consultation service and the licensed physicians providing a medical decision. This is when the performance obligation is satisfied. The Company acts as the principal in these transactions and recognizes the full transaction price as revenue when its performance obligation is satisfied. The service processing fees are paid in advance and are non-refundable, however, the Company may reserve the right to refund the fees under limited circumstances at its discretion. Payments received before the completion of the consultation service are recorded as unearned revenue to be recognized upon completion of both the consultation service and conveyance of the medical decision which generally occurs within two months but can take up to six months from the date of payment.
The Company through its wholly owned subsidiary, Veriheal, also engages in business-to-business activities whereby the Company provides services by collaborating with licensed medical professionals and clinics and offering digital marketing services to connect them with the Company’s patients. Additionally, the Company provides research services for certain universities and organizations. The Company recognizes revenues from marketing and research services for the agreed upon price when such services are completed, which satisfies the performance obligation.
The Company through its wholly owned subsidiary, Dosepop offers a comprehensive healthcare platform for both mental and physical health. The platform provides various treatments options by licensed professionals, addressing issues ranging from weight loss to anti-aging treatments. Revenue is recognized upon completion of both the consultation service and the licensed physicians providing the treatment option, which is when the performance obligation is satisfied.
The following table presents the Company’s revenue disaggregated by revenue stream for the years ended December 31, 2024 and 2023:
|
| Year Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Consultation service – MMJ evaluations |
| $ | 16,544,492 |
|
| $ | 22,065,021 |
|
Consultation service – various treatment options |
|
| 22,519 |
|
|
| - |
|
Business-to-business - digital infrastructure service |
|
| 34,250 |
|
|
| 92,647 |
|
Research service |
|
| 52,000 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total revenue |
| $ | 16,653,261 |
|
| $ | 22,157,668 |
|
Cost of Revenues
Cost of revenues primarily includes fees paid to contracted physicians for consultation services and merchant processing fees related to patient payments. These costs are directly attributable to revenue-generating activities and are expensed as incurred.
Sales and Marketing
The Company applies ASC 720 “Other Expenses” to account for marketing costs. Pursuant to ASC 720-35-25-1, the Company expenses marketing costs as incurred. Marketing costs include advertising through social media, digital marketing, influencer marketing and promotional campaigns. Marketing costs were $4,456,270 and $3,943,540 for the years ended December 31, 2024 and 2023, respectively, and are included in sales and marketing expenses on the consolidated statement of operations.
Prepaid expenses and other current assets
Prepaid expenses and other current assets of $75,562 and $155,144 at December 31, 2024 and 2023, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments in cash for insurance, rent, and technology services which are being amortized over the terms of their respective agreements. Other current assets primarily include credit card merchant receivable generally collected within two to three days from date of sale.
F-9
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Property and Equipment
Property is carried at cost. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the terms of their respective leases. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets ranging from three to ten years.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows. There was no impairment during the year ended December 31, 2024 and 2023.
Income Taxes
The financial statements present the combined results of two entities: one is a C-Corporation (Veri MedTech Holdings and its subsidiaries), which is subject to federal and state income taxes, and the other is an S-Corporation (Veriheal, Inc) which is generally exempt from entity-level taxation. The income or loss of the S-Corporation is passed through to its shareholders and not included in the Company’s income tax provision.
The Company files U.S. federal income tax returns. No income tax returns are currently under examination. In general, the statute of limitations of the Company’s U.S. federal tax returns remains open three years after a tax return is filed.
The Company did not file any state income tax returns for the years ended December 31, 2024 and 2023. Management is aware that certain states do not recognize the federal S-corporation election and may treat S-corporations as C-corporations or impose entity-level taxes despite S status. The Company will assess its state tax filing obligations and exposure in those jurisdictions and reflect any material effects in future periods.
The Company currently has no federal examinations in progress. As of December 31, 2024, the Company’s federal tax returns for the tax years 2024, 2023 and 2022 remain subject to audit, primarily by the Internal Revenue Service.
The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Income tax expense is the total of the current-year income tax due or refundable and the change in the deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of the tax benefit that is greater than fifty percent (50%) likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Management is not aware of any issues that could result in significant payments, accruals, or material deviation from its positions.
The Company files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. In general, the statute of limitations of the Company’s U.S. federal tax returns remains open three years after a tax return is filed. The statutes of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
F-10
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Management has concluded that there are no uncertain tax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis or tax laws, regulations and interpretations thereof as well as other factors.
The Company did not have material unrecognized tax benefits as of December 31, 2024 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of the provision for income taxes.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services along with non-employee services received in exchange for an award of equity instruments over the period the employee, director or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director or non-employee services received in exchange for an award based on the grant-date fair value of the award.
Lease Accounting
The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses.
Segment Reporting
The Company uses “the management approach” in determining reportable operating segments. Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the chief executive officer of the Company, who reviews operating results to make decisions about operating decisions, allocating resources and assessing performance for the entire Company. The CODM reviews and utilizes consolidated financial information, including revenue, gross profit, operating income (loss) and net income (loss) as reported on the consolidated statements of operations, to assess performance and allocate resources to support strategic priorities. Consolidated net income (loss) is our segment’s primary measure of profit or loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The single segment constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated financial statements are representative of such amounts. For the years ended December 31, 2024 and 2023, the Company operates in one operating segment.
F-11
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.
|
| Years Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Revenues |
| $ | 16,653,261 |
|
| $ | 22,157,668 |
|
Cost of revenues |
|
| 4,264,677 |
|
|
| 6,074,037 |
|
Gross profit |
|
| 12,388,584 |
|
|
| 16,083,631 |
|
Less segment expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
| 439,738 |
|
|
| 600,312 |
|
Rent and occupancy expenses |
|
| 310,191 |
|
|
| 209,369 |
|
Technology expense |
|
| 407,557 |
|
|
| 626,429 |
|
Compensation and related taxes |
|
| 4,855,312 |
|
|
| 4,462,833 |
|
Professional, consulting and contractor fees |
|
| 2,221,818 |
|
|
| 2,657,011 |
|
Sales and marketing expenses |
|
| 4,456,270 |
|
|
| 3,943,540 |
|
Income (loss) from operations |
| $ | (302,302 | ) |
|
| 3,584,137 |
|
Less: |
|
|
|
|
|
|
|
|
Other expense, net |
|
| (106,507 | ) |
|
| (54,061 | ) |
Segment net income (loss) |
| $ | (408,809 | ) |
| $ | 3,530,076 |
|
Depreciation |
| $ | 6,057 |
|
| $ | 680 |
|
Segment Assets |
| $ | 1,332,771 |
|
| $ | 1,531,504 |
|
Concentrations
With respect to customer concentration, no customer accounted for more than 10% of total revenues for the years ended December 31, 2024 and 2023. All revenues were generated in United States during the years ended December 31, 2024 and 2023.
With respect to revenue concentration by revenue stream, consultation service – MMJ evaluations accounted for 99.4% and 99.6% of total revenues for the years ended December 31, 2024 and 2023, respectively.
With respect to accounts receivable concentration, two customers accounted for 50% and 50% of total accounts receivable at December 31, 2024. Three customers accounted for approximately 54%, 11%, and 11%, of total accounts receivable at December 31, 2023.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on the accompanying consolidated financial statements and disclosures.
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 applies to all public business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s consolidated financial statements.
F-12
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Note 3 – Going Concern
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
In accordance with ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. As reflected in the consolidated financial statements, the Company had stockholders’ deficit, accumulated deficit and working capital deficit of approximately $2,405,000, $2,521,000 and $2,514,000, respectively, at December 31, 2024. A significant portion of our current liability (note payable) is already scheduled to be paid down in year 2025 pending continued revenue generation.
The Company reported a net loss of approximately $409,000 for the year ended December 31, 2024. Notwithstanding this result, the Company continues to generate revenue and maintain active operations across its core business segment. Based on current forecasts and available cash as of December 31, 2024, the Company may require additional capital to fully support its planned growth initiatives and capital expenditures over the next twelve months.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern for at least the twelve months following the issuance of these consolidated financial statements. The ability of the Company to continue as a going concern is dependent upon the management’s ability to further implement its business plan, generate sufficient revenues and raise additional capital resources as needed.
Note 4 — Property and Equipment
As of the dates presented, property and equipment consisted of the following:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Leasehold improvements (10-year useful life) |
| $ | 57,759 |
|
| $ | 57,759 |
|
Computer equipment (3-year useful life) |
|
| 2,286 |
|
|
| - |
|
Less: accumulated depreciation |
|
| (6,737 | ) |
|
| (680 | ) |
Total |
| $ | 53,308 |
|
| $ | 57,079 |
|
For the years ended December 31, 2024 and 2023, depreciation expense amounted to $6,057 and $680, respectively.
Note 5 – Lines of credit - Banks
The Company has a revolving line of credit with a financial institution, which balance is due on demand. This revolving line of credit is in the amount of $500,000. The revolving line of credit is secured by all the assets of Veriheal and personally guaranteed by the principal stockholders of the Company. The line bears a variable interest at 8.50% per annum as of December 31, 2024 (9% as of December 31, 2023). As of December 31, 2024 and 2023, respectively, the balance of the line of credit was $499,089 and $500,000, with $911, available at December 31, 2024. In April 2025, this credit line has been cancelled.
The Company has another revolving line of credit with a financial institution, which balance is due on demand. This revolving line of credit is in the amount of $25,000 and is personally guaranteed by the principal stockholders of the Company. The maturity date is on January 7, 2026 and renews annually unless cancelled. The line bears a variable interest rate of 13.75% and 14.75% per annum as of December 31, 2024 and 2023, respectively. The interest rate will vary with the market based on the prime rate and the Company’s credit worthiness, overall business relationship and line amount. As of December 31, 2024 and 2023, respectively, the balance of the line of credit was $24,955 and $23,702, with $45, available at December 31, 2024.
F-13
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Note 6 – Note Payable
The note balance consisted of the following at:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Principal amount of note |
| $ | 643,058 |
|
| $ | 1,258,782 |
|
Less: Current portion |
|
| (593,123 | ) |
|
| (615,724 | ) |
Long-term portion |
| $ | 49,935 |
|
| $ | 643,058 |
|
On January 20, 2022, the Company through its wholly owned subsidiary, Veriheal, entered into a Promissory Note Agreement with a certain bank (“Lender”), pursuant to which the Company issued a promissory note (the “Note”) to the Lender in the principal amount of $2,250,000 subject to default as defined, negative covenants as defined and right of set-off of Company’s balances held, and default interest rate of 5% . The maturity date of this Note is the payment due date in the month of January 2026. The Note bears interest at 3.27% per annum The first installment payment date shall be the payment due date in the month of January 2022. The Note is secured by all the assets of Veriheal and personally guaranteed by the principal stockholders of the Company.
The Company shall pay to the Lender the principal amount and interest owing pursuant to this Note in installments as follows:
(i) Forty Seven (47) consecutive level monthly installments consisting of both principal and interest, each in the amount of $50,071, due and payable on the first installment payment date and each payment due date thereafter, and
(ii) And one final installment, due and payable on the maturity date, in an amount equal to the outstanding principal amount, together with all other amounts outstanding hereunder, including, without limitation, accrued interest, costs and expenses.
During the term of this Note, the Company shall have the option of paying the unpaid principal amount to the Lender in advance of the maturity date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least three (3) days prior to making such payment. With any prepayment in full of the principal amount balance, the Company shall also pay to the Lender all accrued interest and expenses owing pursuant to this Note.
Upon the occurrence of any event of default, the Lender without demand of performance or other demand to or upon the Company or any other person, may exercise all rights and remedies under the Company’s agreements with the Lender or its affiliates, may declare all or any part of any amounts due hereunder not payable on demand to be immediately due and payable without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the Company. All or any part of any amounts due hereunder whether or not payable on demand, shall be immediately due and payable automatically upon the occurrence of an event of default as defined in the Note Agreement. The Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any affiliates or otherwise owing by the Lender or any affiliates in any capacity to the Company or any guarantor or endorser of this Note. Such setoff shall be deemed to have been exercised immediately at the time the Lender elects to do so.
For the years ended December 31, 2024 and 2023, the Company paid principal amounts of $615,724 and 549,218, respectively. For the years ended December 31, 2024 and 2023, interest expense incurred on the above note amounted to $35,202 and $51,635, respectively.
Note 7 – Related Party Transactions
Due to Related Party
As of December 31, 2024 and 2023, $54,437 and $6,500, respectively, were payable to an affiliated company owned by the principal stockholders of the Company and primarily consisted of unpaid rent related to a ten-year lease agreement (see Note 8). This amount is unsecured and non-interest bearing.
F-14
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Note 8 - Commitments and Contingencies
Legal Proceedings
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. Contingent liabilities arising from potential litigation are assessed by management based on the individual analysis of these proceedings and on the opinion of the Company’s lawyers and legal consultants. There have been no provisions recorded for the years ended December 31, 2024 and 2023.
Regulated Industry
The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which the Company provides, bills for services and collects reimbursement from governmental programs and private payors, the contractual relationships with the Company’s providers, vendors and customers, marketing activities and other aspects of the Company’s operations.
In a regulatory climate that is uncertain, the Company’s operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. This risk is especially acute in the healthcare industry given the level of government spending, oversight and control over the industry as a whole. Compliance with these evolving laws, regulations and interpretations may require us to change the Company’s practices at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on the Company’s results of operations. There could be laws and regulations applicable to the Company’s business that the Company have not identified or that, if changed, may be costly to the Company, and cannot predict all the ways in which implementation of such laws and regulations may affect the Company.
Employment Agreements
Effective September 14, 2023, the Company entered into Employment Agreements (the “Agreements”) with the CEO of the Company, Josh Green and the President of the Company, Samuel Adetunji (the “Officers”). The Agreements shall continue in full force and effect, until such time as the Officers and the Company mutually agree to its termination. The Company shall pay each Officer an annual salary equal to $1,200,000 and shall also pay bonus compensation of up to 20% of their annual salary for attaining annual company goals and objectives.
Each Officer is entitled to be issued up to 12,000,000 shares of common stock, subject to the terms of Employer’s Stock Incentive Plan (the “Plan”), upon the successful execution of an initial public offering (IPO) of the Company (the “Earn-Out Shares”) as incentive compensation for continual attainment and achievement of goals (see below). The Officers shall also participate in any bonus or incentive compensation programs. In the event of any merger, acquisition or change of control of the Company following an IPO, all of Earn-Out Shares shall immediately vest, and the Officer’s salary and benefits shall continue for a period of thirty- six (36) months thereafter, including annual bonus compensation. Earn-Out Shares shall be eligible to the Officers as follows:
(a) if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $6.00 per share for any 20-trading days within any 30-trading day period during the period beginning on the effective date of the Company’s listing on the NYSE American stock exchange, and ending on the 18-month anniversary thereof, the Company shall issue to each Officer an aggregate of 4,000,000 Earnout Shares.
(b) if the VWAP of the Company’s common stock equals or exceeds $7.00 per share for any 20 trading days within any 30-trading day period during the period beginning on the effective date of the 18-month of the anniversary of the Company’s listing on the NYSE American stock exchange, and ending on the second anniversary thereof, the Company shall issue to each Officer an additional aggregate of 4,000,000 Earnout Shares.
F-15
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
(c) if the VWAP of the Company’s common stock equals or exceeds $8.00 per share for any 20 trading days within any 30-trading day period during the period beginning on the effective date of the second anniversary of the Company’s listing on the NYSE American stock exchange, and ending on the third anniversary thereof, the Company shall issue to each Officer an additional aggregate of 4,000,000 Earnout Shares.
Operating Lease – Related Party
In October 2023, the Company, through its wholly owned subsidiary, Veriheal, entered into a ten-year lease agreement with G&A Real Estate Investment Group, LLC, a related party company owned by the principal stockholders, for a monthly rent of $15,000. The lease premises is located in Denver, Colorado. In October 2023, the Company recorded ROU assets and total lease liabilities of $1,184,125 based on an incremental borrowing rate of 9%.
ROU is summarized below:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Office lease |
| $ | $1,184,125 |
|
| $ | $1,184,125 |
|
Less: accumulated amortization |
|
| (96,765) |
|
|
| (18,495) |
|
Operating lease right of use asset, net – related party |
| $ | $1,087,360 |
|
| $ | $1,165,630 |
|
Operating Lease liabilities are summarized below:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Office lease |
| $ | $1,184,125 |
|
| $ | $1,184,125 |
|
Reduction of lease liability |
|
| (96,765) |
|
|
| (18,495) |
|
Less: office lease, current portion – related party |
|
| (85,612) |
|
|
| (78,270) |
|
Long term portion of lease liability – related party |
| $ | $1,001,748 |
|
| $ | $1,087,360 |
|
Remaining future minimum lease payments under non-cancelable related party operating lease at December 31, 2024 are as follows:
Year ended December 31, 2025 |
| $ | 180,000 |
|
Year ended December 31, 2026 |
|
| 180,000 |
|
Year ended December 31, 2027 |
|
| 180,000 |
|
Year ended December 31, 2028 |
|
| 180,000 |
|
Year ended December 31, 2029 |
|
| 180,000 |
|
Year ended December 31, 2030 and thereafter |
|
| 675,000 |
|
Imputed interest |
|
| (487,640 | ) |
Total operating lease liability – related party |
| $ | 1,087,360 |
|
The weighted average remaining lease term for the related party operating lease is 8.79 years as of December 31, 2024.
Operating Lease
In July 2023, the Company, through its wholly owned subsidiary, Alternative Medical Clinic, LLC, entered into a three-year lease agreement. The initial year (commencing on July 1, 2023) monthly lease payment was $1,798, in years two and three the monthly lease payments are $1,852 and $1,907 respectively. The lease premises is located in Tampa, Florida. In July 2023, the Company recorded ROU assets and total lease liabilities of $58,147 based on an incremental borrowing rate of 9%.
F-16
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
ROU is summarized below:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Office lease |
| $ | $58,147 |
|
| $ | $58,147 |
|
Less: accumulated amortization |
|
| (27,125) |
|
|
| (8,652) |
|
Operating lease right of use asset, net |
| $ | $31,022 |
|
| $ | $49,495 |
|
Operating Lease liabilities are summarized below:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Office lease |
| $ | $58,147 |
|
| $ | $58,147 |
|
Reduction of lease liability |
|
| (26,469) |
|
|
| (8,325) |
|
Less: office lease, current portion |
|
| (20,530) |
|
|
| (18,144) |
|
Long term portion of lease liability |
| $ | $11,148 |
|
| $ | $31,678 |
|
Remaining future minimum lease payments under non-cancelable related party operating lease at December 31, 2024 are as follows:
Year ended December 31, 2025 |
| $ | 22,555 |
|
Year ended December 31, 2026 |
|
| 11,443 |
|
Imputed interest |
|
| (2,320 | ) |
Total operating lease liability – related party |
| $ | 31,678 |
|
The weighted average remaining lease term for the operating lease is 1.5 years as of December 31, 2024.
Other Operating Leases
The Company periodically rents other spaces on a month-to-month basis including its corporate headquarters located in McLean, Va.
Total rent expense amounted $264,700 and $206,762 (including rent expense - related party of $180,000 and $45,000, respectively) as of December 31, 2024 and 2023, respectively.
Note 9 – Stockholders’ Deficit
Common Stock
As of December 31, 2024 and 2023, there were 11,500,000 shares of common stock outstanding for both periods.
During the year ended December 31, 2023, the Company issued an aggregate of 1,500,000 shares of common stock to employees and consultants who are not related parties for cash of $150.
Contributions (Distributions)
For the year ended December 31, 2023, the Company made distributions to the principal stockholders of the Company for ($2,911,417). For the year ended December 31, 2024, the principal stockholders of the Company contributed capital of $549,498.
Note 10 – Income Taxes
The Company’s combined pretax income(loss) for the years ended December 31, 2024 and 2023 was approximately $(409,000) and $3,500,000 respectively. This includes a book losses for December 31, 2024 and 2023 of approximately $900,000 and $100 respectively that were generated by the Company’s C-Corporation entity and book income for same periods of approximately $486,000 and $3,584,232 respectively from its S-Corporation entity.
The C-Corporation is subject to U.S. federal and state corporate income taxes, whereas the S-Corporation is treated as a pass-through entity for U.S. tax purposes, and its income is taxed directly to its shareholders. Therefore, the income tax provision presented below reflects only the tax effects associated with the C-Corporation.
F-17
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statements and tax basis of assets and liabilities. The C-Corporation’s current year loss results in the generation of a deferred tax asset (DTA) for the federal Net Operating Loss (NOL). However, due to uncertainty regarding the C-Corporation’s ability to generate sufficient taxable income in the foreseeable future, management has concluded that it is more likely than not that this deferred tax asset will not be realized. Accordingly, a full valuation allowance has been recorded against the deferred tax asset.
The components of income tax provision (benefit) related to continuing operations are as follows at December 31, 2024 and 2023:
|
| For the Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Current: |
|
|
|
|
|
| ||
Federal |
| $ | - |
|
| $ | - |
|
State |
|
| - |
|
|
| - |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
| 187,832 |
|
|
| 20 |
|
State |
|
| - |
|
|
| - |
|
|
|
| 187,832 |
|
|
| 20 |
|
Change in valuation allowance |
|
| (187,832 | ) |
|
| (20 | ) |
Income tax provision (benefit) |
| $ | - |
|
| $ | - |
|
The components of net deferred tax assets that have been presented in the Company’s financial statements are as follows at December 31, 2024 and 2023:
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net Operating Loss Carryover |
| $ | 187,852 |
|
| $ | 20 |
|
Total deferred tax assets |
| $ | 187,852 |
|
| $ | 20 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
Total deferred tax liabilities |
|
| - |
|
|
| - |
|
Valuation allowance |
| $ | (187,852 | ) |
| $ | (20 | ) |
Total Deferred Tax Assets (liabilities) |
|
| - |
|
|
| - |
|
The Company’s effective income tax expense (benefit) differs from the statutory federal income tax rate of 21% as follows at December 31, 2024 and 2023:
|
| For the Year Ended |
|
| For the Year Ended |
| ||||||||||
|
| December 31, |
|
| December 31, |
| ||||||||||
|
| 2024 |
|
| 2024 |
|
| 2023 |
|
| 2023 |
| ||||
US federal statutory rate |
| $ | (85,850 | ) |
|
| 21.00 | % |
| $ | 741,316 |
|
|
| 21.00 | % |
State tax rate, net of federal benefit |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Effect of S-Corporation income not taxed at entity level |
|
| (101,982 | ) |
|
| 24.95 | % |
|
| (741,336 | ) |
|
| (21.00 | )% |
Change in valuation allowance |
|
| 187,832 |
|
|
| (45.95 | )% |
|
| 20 |
|
|
| 0.00 | % |
Income tax provision (benefit) |
| $ | (0 | ) |
|
| 0 | % |
| $ | (0 | ) |
|
| 0 | % |
F-18
Veri Medtech Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
As of December 31, 2024, the Company had U.S. federal net operating loss carryforwards of approximately $900,000, all of which do not expire, but are instead limited to 80% of taxable income in the year utilized. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal income taxes. Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by Section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. In addition, all or a portion of the Company’s net operating loss carryforwards may go unutilized.
Note 11 - Subsequent Events
Effective on January 1, 2025 (the “Closing Date”), Veri Holdings, Inc. merged (the “Merger”) with and into Veri Medtech Holdings, Inc. (“Veri Medtech”), an inactive public company, in a transaction treated as a reverse merger and recapitalization of Veri Holdings. The shareholders of Veri Holdings received 11,500,000 shares of common stock of Veri Medtech representing approximately 81% of the total common stock outstanding just after the completion of the Merger. Consequently, the business of Veri Holdings became the business of Veri Medtech. The Merger has constituted a change of control or change in control with the consummation of the Merger.
The Merger is being accounted for as a reverse merger, and Veri Holdings is deemed to be the acquirer for accounting purposes under ASC 805, Business Combinations, since the stockholders of Veri Holdings obtained voting control of the combined entity post-merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Veri Holdings and its subsidiaries, and the financial statements after completion of the Merger will include the assets and liabilities of Veri Holdings and its subsidiaries and Veri Medtech, and the historical operations of Veri Holdings and its subsidiaries and the operations of Veri Medtech from the Closing Date of the Merger. The name of the Company has been retroactively changed in the accompanying consolidated financial statements and footnotes to reflect the new name of the public entity post-merger. Consequently, there were 2,780,314 shares of common stock and 100 shares of Series A preferred stock with super voting rights which were deemed issued in connection with this recapitalization.
In January 2025, the Company granted an aggregate of 5,719,689 restricted common stock shares to certain officers and consultants for services. The aggregate of 5,719,689 restricted common stock had a fair value of $2,488,365 or approximately $0.44 per share of common stock based on the quoted trading price on the date of grant. The restricted common stock shall vest for one year and the fair value shall be recognized as expense over the one year vesting period.
On July 1, 2025, the Company entered into an amended lease agreement with G&A (see Note 8) whereby the end of the lease term was amended from October 2033 to October 2025 unless otherwise terminated in accordance with the provisions of the lease or extended for an additional term, upon written mutual agreement, within 90 days prior to the end of the amended term. Upon the end of the amended term, the lease shall continue from month-to-month and be terminated upon giving 30-days prior written notice by either by Landlord or the Company. Except as expressly amended hereby, all of the other terms and conditions of the lease agreement shall remain unchanged and in full force and effect in accordance with their original terms.
In September 2025, the Company’s board of directors approved and adopted the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), which reserves a total of 50,000,000 shares of Common Stock under the 2025 Equity Incentive Plan. The 2025 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, performance units, performance shares, restricted stock units, and other stock-based awards to our employees, directors, and consultants. As of the date of this report, the Company has not issued any awards or grants under the plan.
F-19
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025 AND 2024
| Page |
| |
Financial Statements: |
|
|
|
|
|
|
|
Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 |
| F-21 |
|
|
|
|
|
| F-22 |
| |
|
|
|
|
| F-23 |
| |
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|
|
|
| F-24 |
| |
|
|
|
|
Condensed Notes to Consolidated Financial Statements (unaudited) |
| F-25 |
|
F-20
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
|
|
|
|
|
|
| ||
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
ASSETS | ||||||||
CURRENT ASSETS: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 117,154 |
|
| $ | 63,752 |
|
Accounts receivable |
|
| - |
|
|
| 21,767 |
|
Prepaid expenses and other current assets |
|
| 76,602 |
|
|
| 75,562 |
|
TOTAL CURRENT ASSETS |
|
| 193,756 |
|
|
| 161,081 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
| 50,817 |
|
|
| 53,308 |
|
Operating lease right of use assets, net - related party |
|
| - |
|
|
| 1,087,360 |
|
Operating lease right of use assets, net |
|
| 16,045 |
|
|
| 31,022 |
|
Total non-current assets |
|
| 66,862 |
|
|
| 1,171,690 |
|
TOTAL ASSETS |
| $ | 260,618 |
|
| $ | 1,332,771 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
| 1,085,392 |
|
|
| 1,299,852 |
|
Unearned revenues |
|
| 138,635 |
|
|
| 97,189 |
|
Lines of credit |
|
| 482,418 |
|
|
| 524,044 |
|
Note payable - current portion |
|
| 203,419 |
|
|
| 593,123 |
|
Due to officers |
|
| 178,943 |
|
|
| - |
|
Due to related party |
|
| 112,779 |
|
|
| 54,437 |
|
Operating lease liabilities- current portion - related party |
|
| - |
|
|
| 85,612 |
|
Operating lease liabilities- current portion |
|
| 16,538 |
|
|
| 20,530 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
| 2,218,124 |
|
|
| 2,674,787 |
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
Note payable - long term |
|
| - |
|
|
| 49,935 |
|
Operating lease liabilities - long term - related party |
|
| - |
|
|
| 1,001,748 |
|
Operating lease liabilities - long term |
|
| - |
|
|
| 11,148 |
|
TOTAL LONG-TERM LIABILITIES |
|
| - |
|
|
| 1,062,831 |
|
TOTAL LIABILITIES |
|
| 2,218,124 |
|
|
| 3,737,618 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT: |
|
|
|
|
|
|
|
|
Preferred stock, 5,000,000 shares authorized, $0.0001 par value: |
|
|
|
|
|
|
|
|
Series A preferred stock, $0.0001 par value; 100 shares (liquidation value of $100) and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
| $ | - |
|
| $ | - |
|
Common stock - $0.0001 par value, 100,000,000 shares authorized, 20,000,003 and 11,500,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
|
| 2,000 |
|
|
| 1,150 |
|
Additional paid-in capital |
|
| 1,866,730 |
|
|
| 115,410 |
|
Accumulated deficit |
|
| (3,826,236 | ) |
|
| (2,521,407 | ) |
TOTAL STOCKHOLDERS' DEFICIT |
|
| (1,957,506 | ) |
|
| (2,404,847 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 260,618 |
|
| $ | 1,332,771 |
|
The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements.
F-21
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 | ||||||||||||||||
(Unaudited) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| For the Three Months Ended September 30, |
|
| For the Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues, net |
| $ | 2,559,898 |
|
| $ | 4,066,105 |
|
| $ | 8,675,211 |
|
| $ | 13,441,446 |
|
Cost of revenues |
|
| 597,359 |
|
|
| 973,111 |
|
|
| 2,125,242 |
|
|
| 3,348,696 |
|
Gross profit |
|
| 1,962,539 |
|
|
| 3,092,994 |
|
|
| 6,549,969 |
|
|
| 10,092,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
| 72,715 |
|
|
| 86,666 |
|
|
| 216,616 |
|
|
| 365,318 |
|
Rent and occupancy expenses |
|
| 61,178 |
|
|
| 84,143 |
|
|
| 185,369 |
|
|
| 245,219 |
|
Compensation and related taxes |
|
| 1,547,786 |
|
|
| 1,200,536 |
|
|
| 4,755,021 |
|
|
| 3,708,704 |
|
Professional, consulting and contractor fees |
|
| 516,384 |
|
|
| 557,835 |
|
|
| 1,631,150 |
|
|
| 1,628,105 |
|
Technology cost |
|
| 115,134 |
|
|
| 82,151 |
|
|
| 353,730 |
|
|
| 295,863 |
|
Sales and marketing costs |
|
| 192,145 |
|
|
| 1,261,315 |
|
|
| 662,015 |
|
|
| 4,065,659 |
|
Total operating expenses |
|
| 2,505,342 |
|
|
| 3,272,646 |
|
|
| 7,803,901 |
|
|
| 10,308,868 |
|
Loss from operations |
|
| (542,803 | ) |
|
| (179,652 | ) |
|
| (1,253,932 | ) |
|
| (216,118 | ) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
| - |
|
|
| - |
|
|
| 87 |
|
|
| - |
|
Interest expense and other finance charges |
|
| (18,660 | ) |
|
| (24,146 | ) |
|
| (50,984 | ) |
|
| (57,644 | ) |
Other expense, net |
|
| (18,660 | ) |
|
| (24,146 | ) |
|
| (50,897 | ) |
|
| (57,644 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes |
|
| (561,463 | ) |
|
| (203,798 | ) |
|
| (1,304,829 | ) |
|
| (273,762 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net loss |
| $ | (561,463 | ) |
| $ | (203,798 | ) |
| $ | (1,304,829 | ) |
| $ | (273,762 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted |
| $ | (0.03 | ) |
| $ | (0.02 | ) |
| $ | (0.07 | ) |
| $ | (0.02 | ) |
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding - basic and diluted |
|
| 20,000,003 |
|
|
| 11,500,000 |
|
|
| 19,958,101 |
|
|
| 11,500,000 |
|
The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements.
F-22
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | |||||||||||||||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 | |||||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
| Common Stock |
|
| Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
| ||||||||||||||
|
| $0.0001 Par Value |
|
| $0.0001 Par Value |
|
| Additional Paid-in |
|
| Accumulated |
|
| Total Stockholders' |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance, December 31, 2024 |
|
| 11,500,000 |
|
| $ | 1,150 |
|
|
| - |
|
| $ | - |
|
| $ | 115,410 |
|
| $ | (2,521,407 | ) |
| $ | (2,404,847 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Shares issued for services and accretion of stock-based compensation in connection with restricted common stock award grants |
|
| 5,719,689 |
|
|
| 572 |
|
|
| - |
|
|
| - |
|
|
| 504,159 |
|
|
| - |
|
|
| 504,731 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Shares deemed issued in connection with the recapitalization |
|
| 2,780,314 |
|
|
| 278 |
|
|
| 100 |
|
|
| - |
|
|
| (278 | ) |
|
| - |
|
|
| - |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (74,054 | ) |
|
| (74,054 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Balance, March 31, 2025 |
|
| 20,000,003 |
|
|
| 2,000 |
|
|
| 100 |
|
|
| - |
|
|
| 619,291 |
|
|
| (2,595,461 | ) |
|
| (1,974,170 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accretion of stock-based compensation in connection with restricted common stock award grants |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 620,310 |
|
|
| - |
|
|
| 620,310 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (669,312 | ) |
|
| (669,312 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Balance, June 30, 2025 |
|
| 20,000,003 |
|
|
| 2,000 |
|
|
| 100 |
|
|
| - |
|
|
| 1,239,601 |
|
|
| (3,264,773 | ) |
|
| (2,023,172 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accretion of stock-based compensation in connection with restricted common stock award grants |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 627,129 |
|
|
| - |
|
|
| 627,129 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (561,463 | ) |
|
| (561,463 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Balance, September 30, 2025 |
|
| 20,000,003 |
|
| $ | 2,000 |
|
|
| 100 |
|
| $ | - |
|
| $ | 1,866,730 |
|
| $ | (3,826,236 | ) |
| $ | (1,957,506 | ) | |
|
| Common Stock |
|
| Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
| |||||||||||||
|
| $0.0001 Par Value |
|
| $0.0001 Par Value |
|
| Additional Paid-in |
|
| Accumulated |
|
| Total Stockholders' |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance, December 31, 2023 |
|
| 11,500,000 |
|
| $ | 1,150 |
|
|
| - |
|
| $ | - |
|
| $ | 115,410 |
|
| $ | (2,662,096 | ) |
| $ | (2,545,536 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital distribution by principal stockholders |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (51,410 | ) |
|
| (51,410 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 245,667 |
|
|
| 245,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2024 |
|
| 11,500,000 |
|
|
| 1,150 |
|
|
| - |
|
|
| - |
|
|
| 115,410 |
|
|
| (2,467,839 | ) |
|
| (2,351,279 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution by principal stockholders |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 145,524 |
|
|
| 145,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (315,631 | ) |
|
| (315,631 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2024 |
|
| 11,500,000 |
|
|
| 1,150 |
|
|
| - |
|
|
| - |
|
|
| 115,410 |
|
|
| (2,637,946 | ) |
|
| (2,521,386 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution by principal stockholders |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 158,593 |
|
|
| 158,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (203,798 | ) |
|
| (203,798 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2024 |
|
| 11,500,000 |
|
| $ | 1,150 |
|
|
| - |
|
| $ | - |
|
| $ | 115,410 |
|
| $ | (2,683,151 | ) |
| $ | (2,566,591 | ) |
The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements.
F-23
VERI MEDTECH HOLDINGS, INC. AND SUBSIDIARIES | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 | ||||||||
(Unaudited) | ||||||||
|
|
|
|
|
|
| ||
|
| For the Nine Months Ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | (1,304,829 | ) |
|
| (273,762 | ) |
Adjustments to reconcile net loss to net cash provided by operations: |
|
|
|
|
|
|
|
|
Stock based expenses |
|
| 1,752,170 |
|
|
| - |
|
Depreciation |
|
| 5,593 |
|
|
| 4,422 |
|
Amortization of right-of-use asset |
|
| 101,156 |
|
|
| 71,740 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| 21,767 |
|
|
| 17,483 |
|
Prepaid expenses and other current assets |
|
| (1,040 | ) |
|
| 136,612 |
|
Accounts payable and accrued liabilities |
|
| (214,460 | ) |
|
| 354,547 |
|
Unearned revenues |
|
| 41,446 |
|
|
| (42,183 | ) |
Operating lease liability |
|
| (101,319 | ) |
|
| (71,412 | ) |
Due to related party |
|
| 58,342 |
|
|
| 42,892 |
|
Net cash provided by operating activities |
|
| 358,826 |
|
|
| 240,339 |
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of computer equipment |
|
| (3,102 | ) |
|
| (818 | ) |
Net cash used in investing activities |
|
| (3,102 | ) |
|
| (818 | ) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds received from line of credit |
|
| 5,481 |
|
|
| 25,443 |
|
Advances from officers |
|
| 178,943 |
|
|
| - |
|
Repayments on note payable |
|
| (439,639 | ) |
|
| (500,712 | ) |
Repayments on line of credit |
|
| (47,107 | ) |
|
| (82,391 | ) |
Contributions by majority stockholders, net |
|
| - |
|
|
| 252,707 |
|
Net cash used in financing activities |
|
| (302,322 | ) |
|
| (304,953 | ) |
Net cash increase (decrease) for period |
|
| 53,402 |
|
|
| (65,432 | ) |
Cash at beginning of period |
|
| 63,752 |
|
|
| 76,506 |
|
Cash at end of period |
| $ | 117,154 |
|
|
| 11,074 |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
| $ | 50,984 |
|
|
| 57,643 |
|
Income Tax |
| $ | - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
|
|
Derecognition of the carrying amounts of the operating right of use asset and operating lease liability associated with the terminated portion pursuant to ASC 842 - related party |
| $ | 1,045,514 |
|
|
| - |
|
Operating lease right of use asset and operating lease liability due to modification pursuant to ASC 842 - related party |
| $ | 44,333 |
|
|
| - |
|
The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements.
F-24
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Note 1 – Organization and Nature of Operations
Effective on January 1, 2025, Veri Holdings, Inc. (“Veri Holdings’’) merged with and into Veri Medtech Holdings, Inc. (the “Company”) in a transaction treated as a reverse merger and recapitalization of Veri Holdings (see Note 9). Veri Holdings was incorporated in August 2023 and acquired Alternative Medical Clinic LLC (“AMC”) and Dosepop Inc.. ( “DosePop” and fka Verinew Inc,) in 2023. Veriheal Inc. (“Veriheal”), was incorporated in November 2017 and is the primary operating entity which operates as a digital healthcare company with a fully technology-enabled service model via its healthcare technology platform which provides accessible consultations for alternative medicine and medical cannabis and offers on-demand virtual consultations via video and chat, allowing patients to discuss sensitive health issues confidentially and receive personalized treatment plans. On December 31, 2024, Veri Holdings acquired Veriheal. All entities were under common control during years 2023 and 2024 and became consolidated on December 31, 2024. Therefore, the accompanying financial statements are presented on a retrospective basis as consolidated financial statements for all periods presented.
The Company, through its wholly owned subsidiary, Alternative Medical Clinic LLC, contracts physicians to facilitate the delivery of telehealth services to its patients. The Company through its wholly owned subsidiary, DosePop, provides a one-stop healthcare technology platform for mental and physical health designed to connect patients with healthcare professionals and provide various treatment options and services ranging from weight loss programs to anti-aging treatments.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The Company’s interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024 and our consolidated financial position at September 30, 2025 have been made. The Company’s results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the operating results to be expected for the full fiscal year ending December 31, 2025.
Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2024. The December 31, 2024 consolidated balance sheet is derived from those statements.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Veri Medtech Holdings Inc. and its wholly-owned subsidiaries, Veriheal, Dosepop, and AMC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from estimates. Significant estimates made by management include, but are not limited to, the allowance for credit losses, the estimates of useful lives for depreciation, valuation of the lease liabilities and related right of use assets and valuation of stock-based compensation.
Cash and Cash Equivalents
Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at September 30, 2025 and December 31, 2024. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates, at least annually, the rating of the financial institutions in which it holds deposits. At September 30, 2025 and December 31, 2024, the Company’s had no cash in excess of the FDIC limit.
F-25
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Accounts Receivable
Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for credit losses, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to credit loss when an account balance is deemed to be uncollectible. The Company maintains an allowance for credit losses primarily for estimated losses resulting from the inability or failure of individual customers to make the required payments. The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under Accounting Standards Codification (“ASC”) 326 based on historical losses, changes in payment history, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are incurred or information becomes available related to the customer or economic conditions. As of September 30, 2025 and December 31, 2024, the allowance for credit losses was $0 for both periods.
Fair Value Measurements and Fair Value of Financial Instruments
The Company follows the FASB Fair Value Measurements standard, as it applies to its financial instruments on a recurring basis. This standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
The Company’s non-financial assets, such as ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration which the entity expects to be entitled in exchange for those goods or services. In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company through its wholly owned subsidiary, Veriheal, generates revenue from service processing fees by facilitating patient consultations with licensed physicians for the purpose of medical marijuana (“MMJ”) card evaluations. Revenue is recognized at a point in time upon completion of both the consultation service and the licensed physicians providing a medical decision. This is when the performance obligation is satisfied. The Company acts as the principal in these transactions and recognizes the full transaction price as revenue when its performance obligation is satisfied. The service processing fees are paid in advance and are non-refundable, however, the Company may reserve the right to refund the fees under limited circumstances at its discretion. Payments received before the completion of the consultation service are recorded as unearned revenue to be recognized upon completion of both the consultation service and conveyance of the medical decision which generally occurs within two months but can take up to six months from the date of payment.
The Company through its wholly owned subsidiary, Veriheal, also engages in business-to-business activities whereby the Company provides services by collaborating with licensed medical professionals and clinics and offering digital marketing services to connect them with the Company’s patients. Additionally, the Company provides research services for certain universities and organizations. The Company recognizes revenues from marketing and research services for the agreed upon price when such services are completed, which satisfies the performance obligation.
F-26
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
The Company through its wholly owned subsidiary, Dosepop, offers a comprehensive healthcare platform for both mental and physical health. The platform provides various treatments options by licensed professionals, addressing issues ranging from weight loss to anti-aging treatments. Revenue is recognized upon completion of both the consultation service and the licensed physicians providing the treatment option, which is when the performance obligation is satisfied.
The following table presents the Company’s revenue disaggregated by revenue stream for the following periods:
|
| For the Three Months Ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Consultation service – MMJ evaluations |
| $ | 2,546,140 |
|
| $ | 4,027,477 |
|
Consultation service – various treatment options |
|
| 558 |
|
|
| 5,928 |
|
Business-to-business - digital infrastructure service |
|
| - |
|
|
| 21,700 |
|
Research service |
|
| 13,200 |
|
|
| 11,000 |
|
|
|
|
|
|
|
|
|
|
Total revenues, net |
| $ | 2,559,898 |
|
| $ | 4,066,105 |
|
|
| For the Nine Months Ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Consultation service – MMJ evaluations |
| $ | 8,630,844 |
|
| $ | 13,380,288 |
|
Consultation service – various treatment options |
|
| 8,333 |
|
|
| 8,508 |
|
Business-to-business - digital infrastructure service |
|
| 834 |
|
|
| 33,650 |
|
Research service |
|
| 35,200 |
|
|
| 19,000 |
|
|
|
|
|
|
|
|
|
|
Total revenues, net |
| $ | 8,675,211 |
|
| $ | 13,441,446 |
|
Cost of Revenues
Cost of revenues primarily includes fees paid to contracted physicians for consultation services and merchant processing fees related to patient payments. These costs are directly attributable to revenue-generating activities and are expensed as incurred.
Sales and Marketing
The Company applies ASC 720 “Other Expenses” to account for marketing costs. Pursuant to ASC 720-35-25-1, the Company expenses marketing costs as incurred. Marketing costs include advertising through social media, digital marketing, influencer marketing and promotional campaigns. Marketing costs were $192,145 and $1,261,315 for the three months ended September 30, 2025 and 2024, respectively, and $662,015 and $4,065,659 for the nine months ended September 30, 2025 and 2024, respectively, were included in sales and marketing expenses on the consolidated statement of operations.
Prepaid expenses and other current assets
Prepaid expenses and other current assets of $76,602 and $75,562 at September 30, 2025 and December 31, 2024, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments in cash for insurance, rent, and technology services which are being amortized over the terms of their respective agreements. Other current assets primarily include credit card merchant receivable generally collected within two to three days from date of sale.
Property and Equipment
Property is carried at cost. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the terms of their respective leases. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets ranging from three to ten years.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows. There was no impairment during the nine months ended September 30, 2025 and 2024.
F-27
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Income tax expense is the total of the current-year income tax due or refundable and the change in the deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of the tax benefit that is greater than fifty percent (50%) likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Management is not aware of any issues that could result in significant payments, accruals, or material deviation from its positions.
The Company files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. In general, the statute of limitations of the Company’s U.S. federal tax returns remains open three years after a tax return is filed. The statutes of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Management has concluded that there are no uncertain tax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis or tax laws, regulations and interpretations thereof as well as other factors.
The Company currently has no federal or state tax examinations in progress. As of September 30, 2025, the Company’s tax returns for the tax years 2024, 2023 and 2022 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2025 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of the provision for income taxes.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services along with non-employee services received in exchange for an award of equity instruments over the period the employee, director or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director or non-employee services received in exchange for an award based on the grant-date fair value of the award.
Lease Accounting
The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses. An amendment to a lease is assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification. For modified leases, the Company also reassesses the lease classification as of the modification’s effective date.
Segment Reporting
The Company uses “the management approach” in determining reportable operating segments. Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the chief executive officer of the Company, who reviews operating results to make decisions about operating decisions, allocating resources and assessing performance for the entire Company. The CODM reviews and utilizes consolidated financial information, including revenue, gross profit, operating income (loss) and net income (loss) as reported on the consolidated statements of operations, to assess performance and allocate resources to support strategic priorities. Consolidated net income (loss) is our segment's primary measure of profit or loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The single segment constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated financial statements are representative of such amounts. For the nine months ended September 30, 2025, the Company operates in one operating segment.
F-28
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses for the following periods.
|
| For the Three Months Ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Revenues |
| $ | 2,559,898 |
|
| $ | 4,066,105 |
|
Cost of revenues |
|
| 597,359 |
|
|
| 973,111 |
|
Gross profit |
|
| 1,962,539 |
|
|
| 3,092,994 |
|
Less segment expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
| 72,715 |
|
|
| 86,666 |
|
Rent and occupancy expenses |
|
| 61,178 |
|
|
| 84,143 |
|
Compensation and related taxes |
|
| 1,547,786 |
|
|
| 1,200,536 |
|
Professional, consulting and contractor |
|
| 516,384 |
|
|
| 557,835 |
|
Technology expense |
|
| 115,134 |
|
|
| 82,151 |
|
Sales and marketing expenses |
|
| 192,145 |
|
|
| 1,261,315 |
|
Loss from operations |
| $ | (542,803 | ) |
|
| (179,652 | ) |
Less: |
|
|
|
|
|
|
|
|
Other expense, net |
|
| (18,660 | ) |
|
| (24,146 | ) |
Segment net loss |
| $ | (561,463 | ) |
| $ | (203,798 | ) |
Depreciation |
| $ | 1,893 |
|
| $ | 1,504 |
|
|
| For the Nine Months Ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Revenues |
| $ | 8,675,211 |
|
| $ | 13,441,446 |
|
Cost of revenues |
|
| 2,125,242 |
|
|
| 3,348,696 |
|
Gross profit |
|
| 6,549,969 |
|
|
| 10,092,750 |
|
Less segment expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
| 216,616 |
|
|
| 365,318 |
|
Rent and occupancy expenses |
|
| 185,369 |
|
|
| 245,219 |
|
Compensation and related taxes |
|
| 4,755,021 |
|
|
| 3,708,704 |
|
Professional, consulting and contractor |
|
| 1,631,150 |
|
|
| 1,628,105 |
|
Technology expense |
|
| 353,730 |
|
|
| 295,863 |
|
Sales and marketing expenses |
|
| 662,015 |
|
|
| 4,065,659 |
|
Loss from operations |
| $ | (1,253,932 | ) |
|
| (216,118 | ) |
Less: |
|
|
|
|
|
|
|
|
Other expense, net |
|
| (50,897 | ) |
|
| (57,644 | ) |
Segment net loss |
| $ | (1,304,829 | ) |
| $ | (273,672 | ) |
Depreciation |
| $ | 5,593 |
|
| $ | 4,422 |
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Segment Assets |
| $ | 260,618 |
|
| $ | 1,332,771 |
|
Concentrations
With respect to customer concentration, no customer accounted for more than 10% of total revenues for the nine months ended 30, 2025 and 2024. All revenues were generated in United States during the for the nine months ended September 30, 2025 and 2024.
With respect to revenue concentration by revenue stream, consultation service – MMJ evaluations accounted for 99.5% and 99.05% of total revenues for the three months ended September 30, 2025 and 2024, respectively, and 99.5% and 99.55% of total revenues for the nine months ended September 30, 2025 and 2024, respectively.
With respect to accounts receivable concentration, two customers accounted for 50% each of total accounts receivable at December 31, 2024 as compared to none at September 30, 2025.
F-29
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on the consolidated financial statements and disclosures.
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 applies to all public business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s consolidated financial statements.
Note 3 – Going Concern
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
In accordance with ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. As reflected in the consolidated financial statements, the Company had stockholders’ deficit, accumulated deficit and working capital deficit of approximately $1,958,000, $3,826,000 and $2,024,000, respectively, at September 30, 2025. A significant portion of our current liability (note payable) is already scheduled to be paid down for the remainder of year 2025 pending continued revenue generation.
The Company reported a net loss of approximately $1,305,000 for the nine months ended September 30, 2025. Notwithstanding this result, the Company continues to generate revenue and maintain active operations across its core business segment. Based on current forecasts and available cash as of September 30, 2025, the Company may require additional capital to fully support its planned growth initiatives and capital expenditures over the next twelve months.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern for at least the twelve months following the issuance of these consolidated financial statements. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan, generate sufficient revenues and raise additional capital resources as needed.
Note 4 — Property and Equipment
As of the dates presented, property and equipment consisted of the following:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Leasehold improvements (10-year useful life) |
| $ | 57,759 |
|
| $ | 57,759 |
|
Computer equipment (3-year useful life) |
|
| 5,388 |
|
|
| 2,286 |
|
Less: accumulated depreciation |
|
| (12,330 | ) |
|
| (6,737 | ) |
Total |
| $ | 50,817 |
|
| $ | 53,308 |
|
For the three months ended September 30, 2025 and 2024, depreciation expense amounted to $1,893 and $1,504, respectively, and depreciation expense amounted to $5,593 and $4,422 for the nine months ended September 30, 2025 and 2024, respectively.
F-30
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Note 5 – Lines of credit - Banks
The Company has a revolving line of credit with a financial institution, which balance is due on demand. This revolving line of credit is in the amount of $500,000. The revolving line of credit is secured by all the assets of Veriheal and personally guaranteed by the principal stockholders of the Company. The line bears a variable interest rate of 8.00% per annum as September 30, 2025 (8.50% per annum as of December 31, 2024). As of September 30, 2025 and December 31, 2024, respectively, the balance of the line of credit was $458,068 and $499,089, with $0, available at September 30, 2025. In April 2025, this credit line has been cancelled.
The Company has another revolving line of credit with a financial institution, which balance is due on demand. This revolving line of credit is in the amount of $25,000 and is personally guaranteed by the principal stockholders of the Company. The maturity date is on January 7, 2026 and renews annually unless cancelled. The line bears a variable interest rate of 13.50% per annum as September 30, 2025 (13.75% per annum as of December 31, 2024). The interest rate will vary with the market based on the prime rate and the Company’s credit worthiness, overall business relationship and line amount. . As of September 30, 2025 and December 31, 2024, respectively, the balance of the line of credit was $24,350 and $24,955, with $650, available at September 30, 2025.
Note 6 – Note Payable
The note balance consisted of the following at:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Principal amount of note |
| $ | 203,419 |
|
| $ | 643,058 |
|
Less: Current portion |
|
| (203,419 | ) |
|
| (593,123 | ) |
Long-term portion |
| $ | -- |
|
| $ | 49,935 |
|
On January 20, 2022, the Company through its wholly owned subsidiary, Veriheal, entered into a Promissory Note Agreement with a certain bank (“Lender”), pursuant to which the Company issued a promissory note (the “Note”) to the Lender in the principal amount of $2,250,000 subject to default as defined, negative covenants as defined and right of set-off of Company’s balances held, and default interest rate of 5% . The maturity date of this Note is the payment due date on January 20, 2026. The Note bears interest at 3.27% per annum. The first installment payment date shall be the payment due date in the month of January 2022. The Note is secured by all the assets of Veriheal and personally guaranteed by the principal stockholders of the Company.
The Company shall pay to the Lender the principal amount and interest owing pursuant to this Note in installments as follows:
(i) Forty Seven (47) consecutive level monthly installments consisting of both principal and interest, each in the amount of $50,071, due and payable on the first installment payment date and each payment due date thereafter, and
(ii) And one final installment, due and payable on the maturity date, in an amount equal to the outstanding principal amount, together with all other amounts outstanding hereunder, including, without limitation, accrued interest, costs and expenses.
During the term of this Note, the Company shall have the option of paying the unpaid principal amount to the Lender in advance of the maturity date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least three (3) days prior to making such payment. With any prepayment in full of the principal amount balance, the Company shall also pay to the Lender all accrued interest and expenses owing pursuant to this Note.
Upon the occurrence of any event of default, the Lender without demand of performance or other demand to or upon the Company or any other person, may exercise all rights and remedies under the Company’s agreements with the Lender or its affiliates, may declare all or any part of any amounts due hereunder not payable on demand to be immediately due and payable without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the Company. All or any part of any amounts due hereunder whether or not payable on demand, shall be immediately due and payable automatically upon the occurrence of an event of default as defined in the Note Agreement. The Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any affiliates or otherwise owing by the Lender or any affiliates in any capacity to the Company or any guarantor or endorser of this Note. Such setoff shall be deemed to have been exercised immediately at the time the Lender elects to do so.
For the nine months ended September 30, 2025 and, 2024, the Company paid principal amounts of $439,639 and $500,712, respectively. For the three months ended September 30, 2025 and, 2024, interest expense incurred on the above note amounted to $2,469 and $7,180, respectively. For the nine months ended September 30, 2025 and, 2024, interest expense incurred on the above note amounted to $11,001 and $25,020, respectively.
F-31
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Note 7 – Related Party Transactions
Due to Related Party
As of September 30, 2025 and December 31, 2024, $112,779 and $54,437, respectively, were payable to an affiliated company owned by the principal stockholders of the Company and primarily consisted of unpaid rent related to a ten-year lease agreement (see Note 8). This amount is unsecured and non-interest bearing.
Due to Officers
During the nine months ended September 30, 2025, the Company’s officers advanced an aggregate of $178,943 for working capital purposes. These loan advances bear no interest and are payable on demand. As of September 30, 2025 and December 31, 2024, respectively, due to officers was $178,943 and $0, respectively.
Note 8 - Commitments and Contingencies
Legal Proceedings
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. Contingent liabilities arising from potential litigation are assessed by management based on the individual analysis of these proceedings and on the opinion of the Company’s lawyers and legal consultants. There have been no provisions recorded for the nine months ended September 30, 2025 and 2024.
Regulated Industry
The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which the Company provides, bills for services and collects reimbursement from governmental programs and private payors, the contractual relationships with the Company’s providers, vendors and customers, marketing activities and other aspects of the Company’s operations.
In a regulatory climate that is uncertain, the Company’s operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. This risk is especially acute in the healthcare industry given the level of government spending, oversight and control over the industry as a whole. Compliance with these evolving laws, regulations and interpretations may require us to change the Company’s practices at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on the Company’s results of operations. There could be laws and regulations applicable to the Company’s business that the Company have not identified or that, if changed, may be costly to the Company, and cannot predict all the ways in which implementation of such laws and regulations may affect the Company.
Employment Agreements
Effective September 14, 2023, the Company entered into Employment Agreements (the “Agreements”) with the CEO of the Company, Josh Green and the President of the Company, Samuel Adetunji (the “Officers”). The Agreements shall continue in full force and effect, until such time as the Officers and the Company mutually agree to its termination. The Company shall pay each Officer an annual salary equal to $1,200,000 and shall also pay bonus compensation of up to 20% of their annual salary for attaining annual company goals and objectives. On September 4, 2025, the Company entered into amended employment agreements (“First Amendment”) with the Officers whereby the annual salary was amended from $1,200,000 to $1,058,333. Except as expressly amended hereby, all of the other terms and conditions of the Agreements shall remain unchanged and in full force and effect in accordance with their original terms.
F-32
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Each Officer is entitled to be issued up to 12,000,000 shares of common stock, subject to the terms of Employer’s Stock Incentive Plan (the “Plan”), upon the successful execution of an initial public offering (IPO) of the Company (the “Earn-Out Shares”) as incentive compensation for continual attainment and achievement of goals (see below). The Officers shall also participate in any bonus or incentive compensation programs. In the event of any merger, acquisition or change of control of the Company following an IPO, all of Earn-Out Shares shall immediately vest, and the Officer’s salary and benefits shall continue for a period of thirty- six (36) months thereafter, including annual bonus compensation. Earn-Out Shares shall be eligible to the Officers as follows:
(a) if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $6.00 per share for any 20-trading days within any 30-trading day period during the period beginning on the effective date of the Company’s listing on the NYSE American stock exchange, and ending on the 18-month anniversary thereof, the Company shall issue to each Officer an aggregate of 4,000,000 Earnout Shares.
(b) if the VWAP of the Company’s common stock equals or exceeds $7.00 per share for any 20 trading days within any 30-trading day period during the period beginning on the effective date of the 18-month of the anniversary of the Company’s listing on the NYSE American stock exchange, and ending on the second anniversary thereof, the Company shall issue to each Officer an additional aggregate of 4,000,000 Earnout Shares.
(c) if the VWAP of the Company’s common stock equals or exceeds $8.00 per share for any 20 trading days within any 30-trading day period during the period beginning on the effective date of the second anniversary of the Company’s listing on the NYSE American stock exchange, and ending on the third anniversary thereof, the Company shall issue to each Officer an additional aggregate of 4,000,000 Earnout Shares.
Operating Lease – Related Party
In October 2023, the Company, through its wholly owned subsidiary, Veriheal, entered into a ten-year lease agreement with G&A Real Estate Investment Group, LLC, (“G&A”) a related party company owned by the principal stockholders, for a monthly rent of $15,000. The lease premises is located in Denver, Colorado. In October 2023, the Company recorded ROU assets and total lease liabilities of $1,184,125 based on an incremental borrowing rate of 9%.
On July 1, 2025, the Company entered into an amended lease agreement with G&A whereby the end of the lease term was amended from October 2033 to October 2025 unless otherwise terminated in accordance with the provisions of the lease or extended for an additional term, upon written mutual agreement, within 90 days prior to the end of the amended term. Upon the end of the amended term, the lease shall continue from month-to-month and be terminated upon giving 30-days prior written notice by either by Landlord or the Company. Except as expressly amended hereby, all of the other terms and conditions of the lease agreement shall remain unchanged and in full force and effect in accordance with their original terms. Under ASC 842, a lease qualifies for the short-term lease exemption only if the noncancellable term is 12 months or less and the Company is not reasonably certain to exercise any renewal options. Although, the arrangement provides for monthly renewals, management evaluates the use of the premises on a month-to-month basis and, based on current operational plans and intention to relocate to a more suitable office facility, is not reasonably certain to extend the arrangement beyond the current monthly term. Accordingly, the lease qualifies as a short-term lease.
The July 2025 amendment qualifies as a lease modification because it alters the contractual terms and does not create a separate lease since no new right of use was granted and lease payments did not increase to reflect a new right. This represents a modification of the existing lease, constituting a partial termination as defined in ASC 842-10-25-13.
Accordingly, the Company recalculated the lease liability for the shortened term (from October 2023 to October 2025) using the incremental borrowing rate as of July 1, 2025 of 9%, derecognized the carrying amounts of the ROU asset and lease liability of $1,045,514 associated with the terminated portion and recognized a new ROU asset and lease liability for the remaining term of $44,333.
ROU is summarized below:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Office lease |
| $ | 1,228,458 |
|
| $ | 1,184,125 |
|
Less: accumulated amortization |
|
| (182,944 | ) |
|
| (96,765 | ) |
Less: derecognition associated with terminated options |
|
| (1,045,514 | ) |
|
| - |
|
Operating lease right of use asset, net – related party |
| $ | - |
|
| $ | 1,087,360 |
|
Operating Lease liabilities are summarized below:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Office lease |
| $ | 1,228,458 |
|
| $ | 1,184,125 |
|
Reduction of lease liability |
|
| (182,944 | ) |
|
| (96,765 | ) |
Less: office lease, current portion – related party |
|
| - |
|
|
| (85,612 | ) |
Less: derecognition associated with terminated options |
|
| (1,045,514 | ) |
|
| - |
|
Long term portion of lease liability – related party |
| $ | - |
|
| $ | 1,001,748 |
|
The weighted average remaining lease term for the related party operating lease is 0 as of September 30, 2025.
F-33
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Operating Lease
In July 2023, the Company, through its wholly owned subsidiary, Alternative Medical Clinic, LLC, entered into a three-year lease agreement. The initial year (commencing on July 1, 2023) monthly lease payment was $1,798, in years two and three the monthly lease payments are $1,852 and $1,907 respectively. The lease premises is located in Tampa, Florida. In July 2023, the Company recorded ROU assets and total lease liabilities of $58,147 based on an incremental borrowing rate of 9%.
ROU is summarized below:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Office lease |
| $ | 58,147 |
|
| $ | 58,147 |
|
Less: accumulated amortization |
|
| (42,102 | ) |
|
| (27,125 | ) |
Operating lease right of use asset, net |
| $ | 16,045 |
|
| $ | 31,022 |
|
Operating Lease liabilities are summarized below:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
Office lease |
| $ | 58,147 |
|
| $ | 58,147 |
|
Reduction of lease liability |
|
| (41,609 | ) |
|
| (26,469 | ) |
Less: office lease, current portion |
|
| (16,538 | ) |
|
| (20,530 | ) |
Long term portion of lease liability |
| $ | - |
|
| $ | 11,148 |
|
Remaining future minimum lease payments under non-cancelable related party operating lease at September 30, 2025 are as follows:
Year ended December 31, 2025- remainder |
| $ | 5,721 |
|
Year ended December 31, 2026 |
|
| 11,443 |
|
Imputed interest |
|
| (626 | ) |
Total operating lease liability |
| $ | 16,538 |
|
The weighted average remaining lease term for the operating lease is 0.75 year as of September 30, 2025.
Other Operating Leases
The Company periodically rents other spaces on a month-to-month basis including its corporate headquarters located in McLean, Va.
Total rent expense amounted $58,433 and $70,322 (including rent expense - related party of $45,000 for both periods) during the three months ended September 30, 2025 and 2024, respectively. Total rent expense amounted $178,004 and $204,049 (including rent expense - related party of $135,000 for both periods) during the nine months ended September 30, 2025 and 2024, respectively.
Note 9 – Stockholders’ Deficit
Equity Incentive Plan
In September 2025, the Company’s board of directors approved and adopted the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), which reserves a total of 50,000,000 shares of Common Stock under the 2025 Equity Incentive Plan. The 2025 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, performance units, performance shares, restricted stock units, and other stock-based awards to our employees, directors, and consultants. As of the date of this report, the Company has not issued any awards or grants under the plan.
Common Stock
As of September 30, 2025 and December 31, 2024, there were 20,000,003 and 11,500,000 shares of common stock outstanding, respectively.
F-34
Veri Medtech Holdings, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
Common Stock Deemed Issued in Connection with the Recapitalization
Effective on January 1, 2025 (the “Closing Date”), Veri Holdings, Inc. merged (the “Merger”) with and into Veri Medtech Holdings, Inc. (“Veri Medtech”), an inactive public company, in a transaction treated as a reverse merger and recapitalization of Veri Holdings. The shareholders of Veri Holdings received 11,500,000 shares of common stock of Veri Medtech representing approximately 81% of the total common stock outstanding just after the completion of the Merger. Consequently, the business of Veri Holdings became the business of Veri Medtech. The Merger has constituted a change of control or change in control with the consummation of the Merger.
The Merger is being accounted for as a reverse merger, and Veri Holdings is deemed to be the acquirer for accounting purposes under ASC 805, Business Combinations, since the stockholders of Veri Holdings obtained voting control of the combined entity post-merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Veri Holdings and its subsidiaries, and the financial statements after completion of the Merger will include the assets and liabilities of Veri Holdings and its subsidiaries and Veri Medtech, and the historical operations of Veri Holdings and its subsidiaries and the operations of Veri Medtech from the Closing Date of the Merger. The name of the Company has been retroactively changed in the accompanying consolidated financial statements and footnotes to reflect the new name of the public entity post-merger. Consequently, there were 2,780,314 shares of common stock and 100 shares of Series A preferred stock with super voting rights which were deemed issued in connection with this recapitalization.
Of the total preferred stock authorized, 100 shares had been designated as Series A Preferred Stock (“Series A Preferred Stock”), par value $0.0001 per share, pursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware in December 2009. The Series A Preferred Stock shall have a stated value of $1.00 per share and liquidation value of $1.00 per share. The holder of Series A Preferred Stock shall not be entitled to receive any dividends. Each outstanding share of the Series A Preferred Stock shall represent 80% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of the stockholders. The Series A Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of common stock of the Company, and any other class or series of stock of the Company which by its terms shall rank junior to the Series A Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Company and any other class or series of stock of the Company which by its term shall rank senior to the Series A Preferred Stock.
Common Stock Issued for Services
In January 2025, the Company granted an aggregate of 5,719,689 restricted common stock shares to certain officers and consultants for services. The aggregate of 5,719,689 restricted common stock had a fair value of $2,488,365 or approximately $0.44 per share of common stock based on the quoted trading price on the date of grant. The restricted common stock shall vest for one year and the total value will be recognized as expense pro rata over the vesting period. Total stock-based compensation expense for awards issued for services was $627,129 and $1,752,170 for the three and nine months ended September 30, 2025, respectively. A total unvested compensation expense of $736,195 at September 30, 2025 remains to be expensed.
Stock-based compensation expense for awards issued for services above were recorded in the following amounts as reflected in the unaudited consolidated statements of operations:
|
| For the three months ended September 30, 2025 |
|
| For the nine months ended September 30, 2025 |
| ||
Compensation and related taxes |
| $ | 578,072 |
|
| $ | 1,614,891 |
|
Professional, consulting and contractor fees |
|
| 49,057 |
|
|
| 137,279 |
|
Total |
| $ | 627,129 |
|
| $ | 1,752,170 |
|
F-35
Shares of Common Stock
Veri Medtech Holdings, Inc.
_______________________________
PRELIMINARY PROSPECTUS
________________________________
N E T W O R K 1 F I N A N C I A L
S E C U R I T I E S, I N C.
, 2026
Until ,_______ 2026 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the Registrant in connection with the issuance and distribution of the securities being registered. All amounts other than the SEC registration fees and FINRA fees are estimates. The following table sets forth all expenses to be paid by the Registrant, other than estimated underwriting discounts and commissions, in connection with our initial public offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee, and the New York Stock Exchange initial listing fee:
|
| Amount to be Paid |
| |
SEC registration fee |
| $ | 14,432 |
|
FINRA filing fee |
|
| 19,130 |
|
New York Stock Exchange initial listing fee |
|
| 146,000 |
|
Printing and engraving expenses |
|
| 50,000 |
|
Legal fees and expenses |
|
| 1,000,000 |
|
Accounting fees and expenses |
|
| 500,000 |
|
Transfer agent and registrar fees |
|
| 15,000 |
|
Miscellaneous |
|
| 55,438 |
|
Total |
| $ | 1,800,000 |
|
* Estimated expenses.
Item 14. Indemnification of Directors and Officers
Section 17-16-851 of the Delaware Business Corporation Act permits a corporation to provide indemnification for a director of the corporation against liability incurred if (i) the director conducted himself in good faith; and (ii) he reasonably believed that his conduct was and/or at least not opposed to the corporation’s best interest; and, (iii) in the case of a criminal proceeding, the director had no reasonable cause to believe his conduct was unlawful; or the director engaged in conduct for which broader indemnification under a provision of the articles of incorporation as authorized by W.S. 17-16-202(b)(v). Unless ordered by a court, a corporation may not indemnify a director under Section 17-16- 851: (i) in connection with a proceeding by or in the right of the Corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the standard of conduct set forth above; or (ii) in connection with any proceeding regarding conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in the director’s capacity.
Section 17-16-852 of the Delaware Business Corporation Act provides that a corporation may indemnify officers as well as other employees and individuals against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been an officer, employee or agent to the corporation. The Delaware Business Corporation Act provides that indemnification may occur under any the articles of incorporation, bylaws, agreement, vote of shareholders or directors or contract approved by the Board of Directors or shareholders. Our bylaws provide for indemnification by us of our directors, officers and employees to the fullest extent permitted by the Delaware Business Corporation Act.
II-1
Insofar as indemnification for liabilities arising under the Securities Act may be provided for directors, officers, employees, agents or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
Item 15. Recent Sales of Unregistered Securities
The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last three years. Except where noted, all of the securities discussed in this Item 15 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. Unless otherwise indicated, all of the share issuances described below were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Name | Issue Date | Issuance | Number of Shares |
Samuel Adentunji | Jan. 22, 2025 | Founders | 7,636,135 |
Joshua Green | Jan. 22, 2025 | Founders | 7,636,135 |
Mays Nakashima | Jan. 22, 2025 | Services | 100,000 |
Anthony Dutcher | Jan. 22, 2025 | Services | 300,000 |
Anthony Foscolos | Jan. 22, 2025 | Services | 300,000 |
Baiyina Abdas | Jan. 22, 2025 | Services | 100,000 |
Platinum Advisory | Jan. 22, 2025 | Services | 407,419 |
Clifford Hunt | Jan. 22, 2025 | Services | 160,000 |
John Bedeau | Jan. 22, 2025 | Services | 100,000 |
Erik Smith | Jan. 22, 2025 | Services | 200,000 |
Deirdre Phillips | Jan. 22, 2025 | Services | 100,000 |
Danny Wilson | Jan. 22, 2025 | Services | 100,000 |
Grant Guthrie | Jan. 22, 2025 | Services | 22,500 |
Hayley Steiner | Jan. 22, 2025 | Services | 22,500 |
Celeste Mittman | Jan. 22, 2025 | Services | 10,000 |
Lauren Dumale | Jan. 22, 2025 | Services | 25,000 |
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Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
The following documents are filed as part of this registration statement:
1.1* |
| Form of Underwriting Agreement |
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4.2* |
| Form of Underwriter’s Warrant |
5.1* |
| Opinion of Clifford J. Hunt, P.A as to the legality of the securities being registered |
| Form of Employment Agreement, by and between the registrant and its Executive Officers. | |
| Form of Independent Director Agreement by and between the registrant and its Independent Directors. | |
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23.2* |
| Consent of Clifford J. Hunt, P.A (contained in Exhibit 5.1) |
24.1** |
| Power of Attorney (included on the signature page of this Registration Statement on Form S-1 filed on December 10, 2025) |
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| Charter of the Nominating and Corporate Governance Committee | |
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107** |
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* | To be filed by amendment. |
** | Previously filed. |
(b) Financial Statement Schedules
None.
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Item 17. Undertakings
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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| (6) | The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
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| (7) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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| (8) | The undersigned Registrant hereby undertakes: |
| (1) | That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
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| (2) | That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of McLean, VA, on February 10, 2026.
Veri Medtech Holdings, Inc. |
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By: /s/ Joshua Green |
Name: Joshua Green |
Title: President |
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By: /s/ Faisal Malik |
Name: Faisal Malik |
Title: Principal Financial and Accounting Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
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/s/ Samuel Adetunji |
| (Chief Executive |
| February 10, 2026 |
Samuel Adetunji |
| Officer), Secretary, Director |
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/s/ Faisal Malik |
| (Chief Financial |
| February 10, 2026 |
Faisal Malik |
| Officer) |
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/s/ Joshua Green |
| President, Treasurer, Director |
| February 10, 2026 |
Joshua Green |
| Treasurer, Director |
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/s/ Scott H. Dunnagan |
| Director |
| February 10, 2026 |
Scott H. Dunnagan |
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/s/ Vijay Viswanathan |
| Director |
| February 10, 2026 |
Vijay Viswanathan |
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/s/ Todd Jones |
| Director |
| February10, 2026 |
Todd Jones |
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
VERI MEDTECH HOLDINGS, INC.
The undersigned, being of legal age, in order to form a corporation under and pursuant to the laws of the State of Delaware, do hereby set forth as follows:
FIRST
The name of the Corporation is; Veri Medtech Holdings, Inc.
SECOND
The address of its registered office in the State of Delaware is 1521 Concord Pike Suite 201 Wilmington, DE 19803 County of New Castle. The name of its registered agent at such address is Corporate Creations Network Inc.
THIRD
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL").
FOURTH
Capitalization.
(a) | The aggregate number of shares that the Corporation shall have the authority to issue is 105,000,000 shares of capital stock of which: |
| (i) | 100,000,000 shares shall be of a class of Common Stock, par value $0.0001 per share (the "Common Stock"); and | |
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| (ii) | 5,000,000 shares shall be of' a class of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), for which the Board of Directors (the "Board") is authorized hereby, subject to the limitations prescribed by law and the provisions of this Article, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the DGCL to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series of Preferred Stock and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series of Preferred Stock, not heretofore designated, shall include, but not be limited to, determination of the following: | |
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| I. | the number of shares constituting that series (which may be increased or decreased by the Board) and the distinctive designation of that series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed 5,000,000); |
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| II. | the dividend rate on the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; |
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| III. | whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
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| IV. | whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine; |
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| V. | whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
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| VI. | whether that series shall have sinking fund for redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
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| VII. | the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and |
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| VIII. | any other relative rights, powers, preferences, qualifications, limitations or restrictions relating to such series which may be authorized under the DGCL. |
FIFTH
The name and address of the incorporator is as follows: KUNNING CHEN, 801 US HIGHWAY 1, NORTH PALM BEACH, FL, 33408.
SIXTH
The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and its directors und stockholders:
| (1) | The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws. Election of directors need not be by ballot unless the by-laws so provide. |
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(2) | The Board of Directors shall have power without the assent or vote of the Stockholders: | |
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| (a) | To make, alter, amend, change, add to or repeal the ByLaws of the Corporation: to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends. |
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| (b) | To determine from time to time whether, and to what times and places, and under what conditions the accounts and books of the Corporation (other than the stock ledger) or any of them, shall be open to the inspection of the stockholders. |
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(3) | The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract of act would otherwise be open to legal attack because of directors" interest, or for any other reason. | |
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(4) | In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, the provisions of this certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws se made shall invalidate any prior act of the directors which would have been valid if such by-laws had not been made. | |
SEVENTH
A director of this Corporation shall not be personally liable to the Corporation or its stockholders for damages for any breach of duty in his/her capacity as a director, provided that such provision shall not eliminate or limit the liability of a director:
(i) | for any breach of the director's duty of loyalty to the Corporation or its stockholders; |
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(ii) | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
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(iii) | under Section 174 of the DGCL; or |
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(iv) | for any transaction from which the director derived an improper personal benefit. |
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EXHIBIT 3.2
BY-LAWS
OF
VERI MEDTECH HOLDINGS, INC.
ARTICLE I
Offices
The registered office of VERI MEDTECH HOLDINGS, INC., Inc. (the “Corporation”) shall be in the State of Delaware. The Corporation also may have offices at such other places, within or without the State of Delaware, as the Board of Directors (the “Board”) determines from time to time or the business of the Corporation requires.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. Except as otherwise provided in these By-Laws, all meetings of the stockholders shall be held on such dates and at such times and places, within or without the State of Delaware, as shall be determined by the Board and as shall be stated in the notice of the meeting or in waivers of notice thereof. If the place of any meeting is not so fixed, it shall be held at the registered office of the Corporation in the State of Delaware.
Section 2. Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of such other proper business as may be brought before the meeting shall be held on such date after the close of the Corporation’s fiscal year, and at such time, as the Board may from time to time determine.
Section 3. Special Meetings. Special meetings of stockholders, for any purpose or purposes, may be called by the Chairman of the Board or by the Chairman of the Board upon the request of at least 50% of the members of the Board.
Section 4. Notice of Meetings. Except as otherwise required by law, whenever the stockholders are required or permitted to take any action at a meeting, written notice thereof shall be given, stating the place, date and time of the meeting and, unless it is the annual meeting, by or at whose direction it is being issued. The notice also shall designate the place where the stockholders’ list is available for examination, unless the list is kept at the place where the meeting is to be held. Notice of a special meeting also shall state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be delivered personally or shall be mailed, not less than ten (10) or more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, the notice shall be given when deposited in the United States mail, postage prepaid, and shall be directed to each stockholder at his or her address as it appears on the record of stockholders of the Corporation, or to such other address which such stockholder may have filed by written request with the Secretary of the Corporation. Notice of any meeting of stockholders shall be deemed waived by any stockholder who attends the meeting, except when the stockholder attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened, or by any stockholder who submits, either before or after the meeting, a signed waiver of notice. Unless the Board, after the adjournment of a meeting, shall fix a new record date for the adjourned meeting or unless the adjournment is for more than thirty (30) days, notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be adjourned are announced at the meeting at which the adjournment is taken.
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Section 5. Quorum. Except as otherwise provided by law or, by the Certificate of Incorporation of the Corporation, at all meetings of stockholders, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting shall be present in person or represented by proxy in order to constitute a quorum for the transaction of business.
Section 6. Voting. Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation, at all meetings of the stockholders, every stockholder of record having the right to vote thereat shall be entitled to one vote for every share of stock standing in his or her name as of the record date and entitling him or her to so vote. A stockholder may vote in person or by proxy. Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation, any corporate action to be taken by a vote of the stockholders, other than the election of directors, shall be authorized by not less than a majority of the votes cast at a meeting by the stockholders present in person or by proxy and entitled to vote thereon. Directors shall be elected as provided in Section 3 of Article III of these By-Laws. Written ballots shall not be required for voting on any matter unless ordered by the Secretary of the meeting.
Section 7. Proxies. Every proxy shall be executed in writing by the stockholder or by his or her attorney-in-fact, or otherwise as provided in the General Corporation Law of the State of Delaware (the “General Corporation Law”).
Section 8. List of Stockholders. At least ten (10) days before every meeting of stockholders, a list of the stockholders (including their addresses) entitled to vote at the meeting and their record holdings as of the record date shall be open for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be kept at and throughout the meeting, and may be inspected by any stockholder who is present.
Section 9. Conduct of Meetings. At each meeting of the stockholders, the Chairman of the Board or, in his or her absence, a director chosen by a majority of the directors then in office shall act as chairman of the meeting. The Secretary or, in his or her absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting and shall keep the minutes thereof. Except as otherwise provided by law, at any annual or special meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Such business must have either been:
| (A) | brought before the meeting at the direction of the chairman of the meeting; or |
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| (B) | specified in a written notice given by or on behalf of a stockholder of record on the record date for such meeting entitled to vote thereat or a duly authorized proxy for such stockholder; provided, that the following actions, as described below, are taken. |
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A notice must be delivered personally to, or mailed to and received at, the principal executive office of the Corporation, addressed to the attention of the Secretary, not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual or special meeting was mailed or such public disclosure was made, whichever first occurs. Such notice shall set forth:
| (i) | a description of each such item of business proposed to be brought before the meeting and the reasons for conducting such business at such meeting; |
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| (ii) | the name and address of the person proposing to bring such business before the meeting; |
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| (iii) | the class and number of shares held of record, held beneficially and represented by proxy by such person as of the record date for the meeting (if such date has then been made publicly available) and as of the date of such notice; and |
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| (iv) | any material interest of the stockholder in such item of business. |
No business shall be brought before any meeting of stockholders of the Corporation otherwise than as provided in this Section 9. The chairman of the meeting may, if the facts warrant, determine that a stockholder proposal was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective proposal shall be disregarded.
Section 10. Written Consent to Action in Lieu of a Meeting. Stockholders may take such action by written consent as shall be permitted by section 228 of the General Corporation Law.
Section 11. Control Share Acquisition Statute Inapplicable. Delaware General Corporation Law regarding control share acquisitions is not applicable to this Corporation and shall not have any effect upon the voting rights relating to all shares of capital stock of the Corporation.
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ARTICLE III
Board
Section 1. Number of Board Members. The business, property and affairs of the Corporation shall be managed under the direction of the Board, which shall consist of at least one (1) director. Directors need not be stockholders of the Corporation. The number of directors may be reduced or increased from time to time by action of a majority of the entire Board, but no decrease may shorten the term of an incumbent director. When used in these By-Laws, the phrase “entire Board” means the total number of directors which the Corporation would have if there were no vacancies.
Section 2. Nomination. Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as directors of the Corporation. Nominations of persons for election to the Board of the Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice the date of meeting or such public disclosure was made. Such stockholder’s notice shall set forth (x) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act; and (y) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation’s books, of such stockholder and (B) the class and number of shares of the Corporation which are beneficially owned by such stockholder. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-Laws, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section.
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Section 3. Election and Term. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the directors shall be elected at the annual meeting of the stockholders and the persons receiving a plurality of the votes cast shall be so elected. Subject to a director’s earlier death, resignation or removal as provided in Sections 4 and 5 of this Article III, each director shall hold office until his or her successor shall have been duly elected and shall have qualified.
Section 4. Removal. A director may be removed at any time, with or without cause, by the vote of the holders of a majority of the outstanding shares of the Corporation entitled to vote at an election of directors.
Section 5. Resignations. Any director may resign at any time by giving written notice of his or her resignation to the Corporation. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
Section 6. Vacancies. Except as otherwise provided by the Certificate of Incorporation of the Corporation, any vacancy in the Board arising from an increase in the number of directors or otherwise shall be filled only by the vote of a majority of the directors then in office. Subject to his or her earlier death, removal or resignation as provided in Sections 4 and 5 of this Article III, each director so elected shall hold office until his successor shall have been duly elected and shall have qualified.
Section 7. Place of Meetings. Except as otherwise provided in these By-Laws, all meetings of the Board shall be held at such places, within or without the State of Delaware, as the Board determines from time to time.
Section 8. Annual Meeting. The annual meeting of the Board shall be held either (a) without notice immediately after the annual meeting of stockholders and in the same place, or (b) as soon as practicable after the annual meeting of stockholders on such date and at such time and place as the Board determines.
Section 9. Regular Meetings. Regular meetings of the Board shall be held on such dates and at such places and times as the Board determines. Notice of regular meetings need not be given, except as otherwise required by law.
Section 10. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board and shall be called by the Chairman of the Board or the Secretary upon the written request of not less than a majority of directors. The request shall state the date, time, place and purpose or purposes of the proposed meeting.
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Section 11. Notice of Meetings. Notice of each special meeting of the Board (and of each annual meeting held pursuant to subdivision (b) of Section 8 of this Article III) shall be given, not later than 24 hours before the meeting is scheduled to commence, by the Chairman of the Board or the secretary and shall state the place, date and time of the meeting. Notice of each meeting may be delivered to a director by hand or given to a director orally (whether by telephone or in person) or mailed or telecopied to a director at his or her residence or usual place of business, provided, however, that if notice of less than 72 hours is given it may not be mailed. If mailed, the notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, and if telecopied, the notice shall be deemed to have been given when oral confirmation of receipt is given. Notice of any meeting need not be given to any director who shall submit, either before or after the meeting, a signed waiver of notice or who shall attend the meeting, except if such director shall attend for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all directors not present at the time of the adjournment, as well as to the other directors unless the place, date and time of the new meeting is announced at the adjourned meeting.
Section 12. Quorum. Except as otherwise provided by law or these By-Laws, at all meetings of the Board a majority of the entire Board shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another place, date and time.
Section 13. Conduct of Meetings. At each meeting of the Board, the secretary of the Board or, in his or her absence, a director chosen by a majority of the directors present shall act as secretary of the meeting. The secretary or, in his or her absence, any person appointed by the secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the Board shall be as determined by the secretary of the meeting.
Section 14. Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may designate an audit committee, compensation committee, executive committee and other committees, each consisting of one (1) or more directors. Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board. The Board may designate one or more directors as alternate members of any committee. Alternate members may replace any absent or disqualified member or members at any meeting of a committee. Except as limited by law, each committee, to the extent provided in the resolution establishing it, shall have and may exercise all the powers and authority of the Board with respect to all matters.
Section 15. Operation of Committees. A majority of all of the members of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of all the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall adopt whatever other rules of procedure it determines for the conduct of its activities.
Section 16. Written Consent to Action in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 17. Meetings Held Other Than in Person. Members of the Board or any committee may participate in a meeting of the Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and such participation shall constitute presence in person at the meeting.
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ARTICLE IV
Officers
Section 1. Executive Officers Etc. The executive officers of the Corporation shall be a Chairman of the Board, a President, a Secretary and a Treasurer. The Board also may elect or appoint one or more Vice Presidents (any of whom may be designated as Executive Vice Presidents, Senior Vice Presidents or otherwise), and any other officers it deems necessary or desirable for the conduct of the business of the Corporation, each of whom shall have such powers and duties as the Board determines.
Section 2. Duties.
(a) The Chairman of the Board. The Chairman of the Board shall be a member of the Board. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and the Board.
(b) The President. The President shall perform, in the absence or disability of the Chairman of the Board, the duties and exercise the powers of the Chairman of the Board and shall have such other powers and duties as the Board or the Chairman of the Board assigns to him or to her.
(c) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by resolution of the Board of Directors, in the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders and, if a director, meetings of the Board of Directors. The Chief Executive Officer shall have general supervision and direction of all of the officers, employees and agents of the Corporation. The Chief Executive Officer shall also have the power and authority to determine the duties of all officers, employees and agents of the Corporation, shall determine the compensation of any officers whose compensation is not established by the Board of Directors and shall have the power and authority to sign all stock certificates, contracts and other instruments of the Corporation which are authorized.
(d) The Vice President. The Vice President or, if there shall be more than one, the Vice Presidents, if any, in the order of their seniority or in any other order determined by the Board, shall perform, in the absence or disability of the President, the duties and exercise the powers of the President and shall have such other powers and duties as the Board or the President assigns to him or to her or to them.
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(e) The Secretary. Except as otherwise provided in these By-Laws or as directed by the Board, the Secretary shall attend all meetings of the stockholders and the Board; shall record the minutes of all proceedings in books to be kept for that purpose; shall give notice of all meetings of the stockholders and special meetings of the Board; and shall keep in safe custody the seal of the Corporation and, when authorized by the Board, shall affix the same to any corporate instrument. The Secretary shall have such other powers and duties as the Board or the Chairman of the Board assigns to him or her.
(f) The Treasurer. Subject to the control of the Board, the Treasurer shall have the care and custody of the corporate funds and the books relating thereto; shall perform all other duties incident to the office of treasurer; and shall have such other powers and duties as the Board or Chairman of the Board assigns to him or her.
Section 3. Election; Removal. Subject to his or her earlier death, resignation or removal, as hereinafter provided, each officer shall hold his or her office until his or her successor shall have been duly elected and shall have qualified. Any officer may be removed at any time with or without cause by the Board.
Section 4. Resignations. Any officer may resign at any time by giving written notice of his resignation to the Corporation. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
Section 5. Vacancies. If an office becomes vacant for any reason, the Board or the stockholders may fill the vacancy, and each officer so elected shall serve for the remainder of his or her predecessor’s term and until his successor shall have been elected or appointed and shall have qualified.
ARTICLE V
Provisions Relating to Stock Certificates and Stockholders
Section 1. Certificates. Certificates for the Corporation’s capital stock shall be in such form as required by law and as approved by the Board. Each certificate shall be signed in the name of the Corporation by the Chairman of the Board or President or any Vice President and by the Secretary or Treasurer or any Assistant Secretary or any Assistant Treasurer and shall bear the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation or its employees, the signature of any officer of the Corporation may be a facsimile signature. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature as placed on any certificate shall have ceased to be such officer, transfer agent or registrar before the certificate shall be issued, it may nevertheless be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of the issue.
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Section 2. Lost Certificates, etc. The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may require the owner of the lost, mutilated, stolen or destroyed certificate, or his or her legal representatives, to make an affidavit of that fact and to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of the certificate or the issuance of a new Certificate.
Section 3. Transfers of Shares. Transfers of shares shall be registered on the books of the Corporation maintained for that purpose after due presentation of the stock certificates therefor appropriately endorsed or accompanied by proper evidence of succession, assignment or authority to transfer.
Section 4. Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting and shall not be more than sixty (60) days prior to any other action.
ARTICLE VI
Indemnification
Section 1. Indemnification. The Corporation shall, to the fullest extent permitted by the General Corporation Law (including, without limitation, Section 145 thereof) or other provisions of the laws of Delaware relating to indemnification of directors, officers, employees and agents, as the same may be amended and supplemented from time to time, indemnify any and all such persons whom it shall have power to indemnify under the General Corporation Law or such other provisions of law.
Section 2. Statutory Indemnification. Without limiting the generality of Section 1 of this Article VI, to the fullest extent permitted, and subject to the conditions imposed, by law, and pursuant to Section 145 of the General Corporation Law unless otherwise determined by the Board of Directors: (i) the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against reasonable expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and (ii) the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against reasonable expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except as otherwise provided by law.
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Section 3. Indemnification by Resolution of Stockholders or Directors of Agreement. To the fullest extent permitted by law, indemnification may be granted, and expenses may be advanced, to the persons described in Section 145 of the General Corporation Law or other provisions of the laws of Delaware relating to indemnification and advancement of expenses, as from time to time may be in effect, by (i) a resolution of stockholders, (ii) a resolution of the Board, or (iii) an agreement providing for such indemnification and advancement of expenses; provided that no indemnification may be made to or on behalf of any person if a judgment or other final adjudication adverse to the person establishes that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.
Section 4. General. It is the intent of this Article VI to require the Corporation to indemnify the persons referred to herein for judgments, fines, penalties, amounts paid in settlement and expenses (including attorneys’ fees), and to advance expenses to such persons, in each and every circumstance in which such indemnification and such advancement of expenses could lawfully be permitted by express provision of By-Laws, and the indemnification and expense advancement provided by this Article VI shall not be limited by the absence of an express recital of such circumstances. The indemnification and advancement of expenses provided by, or granted pursuant to, these By-Laws shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled, whether as a matter of law, under any provision of the Certificate of Incorporation of the Corporation or these By-Laws, by agreement, by vote of stockholders or disinterested directors of the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
Section 5. Indemnification Benefits. Indemnification pursuant to these By-Laws shall inure to the benefit of the heirs executors, administrators and personal representatives of those entitled to indemnification.
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ARTICLE VII
General Provisions
Section 1. Dividends Etc. To the extent permitted by law, the Board shall have full power and discretion, subject to the provisions of the Certificate of Incorporation of the Corporation and the terms of any other corporate document or instrument binding upon the Corporation, to determine what, if any, dividends or distributions shall be declared and paid or made.
Section 2. Seal. The Corporation’s seal shall be in such form as is required by law and as shall be approved by the Board.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board.
Section 4. Voting Shares in Other Corporations. Unless otherwise directed by the Board, shares in other corporations which are held by the Corporation shall be represented and voted only by the Chairman of the Board or by a proxy or proxies appointed by him or her.
ARTICLE VIII
Amendment
By-Laws may be made, altered or repealed by the Board, subject to the right of stockholders to alter or repeal any By-Laws made by the Board.
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EXHIBIT 3.3
State of Delaware Secretary of State Division of Corporations Delivered 12:40 PM 01/09/2025 FILED 12:40 PM 01/09/2025 SR 20250074031 - File Number 10057507 | CERTIFICATE OF DESIGNATION
OF
VERI MEDTECH HOLDINGS, INC. |
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Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
SERIES A PREFERRED STOCK
VERI MEDTECH HOLDINGS, INC., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution has been duly adopted by the Board of Director of the Corporation:
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Director of the Corporation by the provisions of the Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”), there hereby is created, out of the 5,000,000 shares of Preferred Stock, par value $0.0001 per share, of the Corporation authorized in Article Fourth of the Certificate of Incorporation (the “Preferred Stock”), a series of the Preferred Stock of the Corporation consisting of 100 shares, which series shall have the following powers, designations, preferences and relative, participating, optional and other rights, and the following qualifications, limitations and restrictions:
1. Designation and Amount.
This series of Preferred Stock shall be designated “Series A Preferred Stock” and the authorized number of shares constituting such series shall be 100. The par value of the Series A Preferred Stock shall be $0.0001 per share. Shares of the Series A Preferred Stock shall have a stated value of One Dollar ($1.00) per share (the “Stated Value”).
2. Dividends.
The holders of shares of Series A Preferred Stock shall not be entitled to receive any dividends.
3. Preferences on Liquidation.
(a) Subject to the provisions of Section 6 below, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series A Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.
4. Voting Rights.
Except as otherwise required by law or by the Certificate of Incorporation and except as set forth in Section 6(b) below, the outstanding shares of Series A Preferred Stock shall vote together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of Series A Preferred Stock outstanding and as long as at least one of such shares of Series A Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Preferred Stock.
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5. Negative Covenants.
The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series A Preferred Stock against impairment.
6. Ranking; Changes Affecting Series A.
(a) The Series A Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation, and any other class or series of stock of the Company which by its terms shall rank junior to the Series A Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series A Preferred Stock.
(b) So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series A Preferred Stock, or (ii) amend the provisions of this Section 6; in each case, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, as to changes affecting the Series A Preferred Stock.
IN WITNESS WHEREOF, we have executed this Consent as of the 7th day of January 2025.
| VERI MEDTECH HOLDINGS, INC. |
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| /s/ Deirdre Phillips |
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| CFO |
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EXHIBIT 4.1
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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, (“Agreement”) is made by and between Veri Medtech Holdings, Inc. (“Employer”) and _________________ (“Employee”).
| A. | Employee desires to be employed by Employer and Employer desires to employ the services of Employee as Chief Executive Officer (“CEO”) to perform services consistent with that position and to perform such other services as may be assigned by the Employer; |
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| B. | Upon execution of this Agreement, any prior employment agreement between Employer and Employee, whether oral or written, will have no force and effect with respect to the terms and conditions of Employee’s employment and will be replaced and superseded by the terms of this Agreement. |
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration (including continued employment), the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:
1. Employment. Employer hereby employs Employee to perform all duties consistent with Employee’s position as _____________ and associated therewith.
2. Term of Employment. The term of this Agreement shall commence as of the date signed by Employer herein and shall remain in full force and effect until terminated as set forth in paragraph 3.
3. Termination.
| A. | This Agreement shall continue in full force and effect, until such time as Employee and Employer mutually agree to its termination. |
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| B. | Death of Employee. This Agreement shall terminate upon the death of Employee. Employee’s spouse or other designated beneficiary shall be entitled to receive any unpaid compensation owed Employee under this Agreement. |
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| C. | Retirement of Employee. This Agreement shall terminate upon the retirement of Employee. |
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| 4. | Compensation. As compensation while employed hereunder, Employee, during the satisfactory performance of Employee’s duties and obligations, shall be entitled to compensation from Employer that is commensurate with his duties and responsibilities. Employer shall pay Employee an annual salary equal to $____________________. Employee shall also receive bonus compensation of up to ____________% of Employee’s annual salary for attaining annual company goals and objectives. Compensation, Benefits and participation in the Company Stock Incentive Program shall not be modified without prior mutual agreement between Employer and Employee. |
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Benefits. Employee is eligible for participation in and will receive benefits under the retirement, welfare, and fringe benefit plans, policies and programs generally applicable to employees of the company, subject to the eligibility and participation requirements of such plans, policies and programs. Employee shall also be reimbursed for any whole life insurance benefit. |
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Incentive Compensation. Employee shall be issued ________________ of Employer’s common shares, subject to the terms of Employer’s Stock Incentive Plan (the “Plan”), upon the successful execution of an initial public offering (IPO) of the Employer (the “Earn-Out Shares”), vesting over 36 months, as incentive compensation for continual attainment and achievement of goals and objectives and provided since inception to Employer: invaluable and focused management, direction, vision, leadership while consistently achieving financial results, goals and objectives. Compensation, Benefits and Employee’s Earn-Out Shares shall not be modified without prior mutual written agreement between Employer and Employee. Employee shall also participate in any Employer bonus or incentive compensation programs. In the event of any merger, acquisition or change of control of Employer, all of Employee’s Earn-Out Shares shall immediately vest, and Employee’s salary and Benefits shall continue for a period of thirty- six (36) months thereafter, including annual bonus compensation. Earn-Out Shares shall be eligible to Employee as follows: |
| (a) | if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $__________ per share for any 20-trading days within any 30-trading day period during the period beginning on the effective date of the Company’s listing on the NYSE American stock exchange, and ending on the 18-month anniversary thereof, the Company shall issue ____________ an aggregate of ____________ Earnout Shares. |
| (b) | if the VWAP of the Company’s common stock equals or exceeds $__________ per share for any 20 trading days within any 30-trading day period during the period beginning on the effective date of the 18-month of the anniversary of the Company’s listing on the NYSE American stock exchange, and ending on the second anniversary thereof, the Company shall issue to ________________ an additional aggregate of ___________ Earnout Shares. |
| (c) | if the VWAP of the Company’s common stock equals or exceeds $___________ per share for any 20 trading days within any 30-trading day period during the period beginning on the effective date of the second anniversary of the Company’s listing on the NYSE American stock exchange, and ending on the third anniversary thereof, the Company shall issue to _____________ an additional aggregate of ________________Earnout Shares. |
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| 7. | Covenant Not to Compete. Employee acknowledges that during the course of Employee’s employment, Employee will acquire proprietary and confidential information about Employer’s business, including, but not limited to, its customers, suppliers, prices, techniques, methods, sales strategies and other information, some of which may be regarded and treated by Employer as trade secrets, and/or that Employee will be responsible for contacting and developing relationships with Employer’s customers. In order to protect Employer’s critical interest in these relationships and information, Employee covenants as follows: |
A. Employee agrees that during the course of Employee’s employment and for a period of one (1) year following his last day of employment, Employee will not, directly or indirectly, compete with Employer by engaging, in any competitive capacity, in any business providing the same or similar products and/or services as are provided by Employer as of the last day of Employee’s employment. Such restriction shall apply only in the states where Employer is doing business as of the last day of Employee’s employment. This restriction is reasonable based on Employee’s substantial and intimate knowledge of and responsibility for Employer’s entire operations in all states.
B. If any provision of this paragraph 8 relating to the time period, geographic area or scope of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area or scope, as applicable, that such court deems reasonable and enforceable, said time period, geographic area or scope shall be deemed to be, and thereafter shall become, the maximum time period, scope or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
C. Employer and Employee have examined in detail this restrictive covenant and agree that the restraint imposed upon Employee is reasonable in light of the legitimate interests of Employer and in light of Employee’s high-level position with the company and his expansive knowledge of Employer, and it is not unduly harsh upon Employee’s ability to earn a livelihood.
| 8. | Non-Solicitation of Customers. Employee agrees that during his employment with Employer and for a period of one (1) year following the last day of Employee’s employment, however such termination is affected, Employee shall not, directly or indirectly, for himself or on behalf of another person or entity, solicit or accept competing business from customers of Employer to whom Employer sold and/or provided products and/or services within the two-year period prior to Employee’s last day of employment. Employee specifically agrees not to solicit Amazon business or accept Amazon business as part of this non-solicitation of customers provision. |
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| 9. | Non-Solicitation of Employees/Agents. Employee further agrees that during his employment with Employer, and for a period of one (1) year following the last day of Employee’s employment, however such termination is affected, Employee shall not, directly or indirectly, for himself or on behalf of another entity or person, recruit, solicit or induce any of Employer’s employees, agents, consultants or representatives, as of his last day of employment, to leave Employer for any reason or to hire any of Employer’s employees, agents, consultants or representatives. |
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| 10. | Non-Disclosure of Confidential Information. |
A. Employee agrees to hold in strict confidence and safeguard any information of or about Employer gained by Employee in any manner or from any source during and through the course of Employee’s employment. Employee shall not, without the prior written consent of Employer, misappropriate, disclose, use or make available to anyone for use outside Employer’s organization at any time, either during Employee’s employment or subsequent to Employee’s last day of employment, any information, data, trade secrets and/or proprietary information, in whatever form, whether oral, written or electronic, about Employer and/or its techniques, customers or suppliers whether or not such information was developed by Employee, except as required in the performance of Employee’s duties for Employer.
B. Employee understands and agrees that any information, data and/or trade secrets about Employer or Employer’s customers or suppliers is the property of Employer and is essential to the protection of Employer’s goodwill and to the maintenance of Employer’s competitive position and accordingly should be kept secret. Such information, data, trade secrets and/or proprietary information shall include, but not be limited to, any information containing or concerning Employer’s products, services, sales, sales volume, sales methods, sales proposals, promotional plans and strategies, pricing strategies, purchasing, accounting and financial information, marketing, customers and prospective customers, suppliers, pricing information, inventions, research, development, methods, designs, techniques, computer programs, hardware, software, system documentation, manuals, machines, compositions, ideas, improvements, or any other records or information belonging to Employer or relating to Employer’s business. Employee further understands that, as a general rule, any unpublished information is secret and confidential. In any case where doubt arises, Employee shall obtain written permission from Employer before using or divulging the information in question.
| 11. | Disclosure of Materials and Inventions. |
A. Employee shall disclose fully and promptly to Employer (or any persons designated in writing by it) any and all conceptions and ideas for inventions, improvements, designs, valuable discoveries, and/or manufacturing methods or processes, whether or not patentable or registerable under copyright or similar statutes that are conceived and/or made by Employee, in whole or in part, solely or jointly with another, during the period of employment and that are directly related to the business or activities of Employer and/or resulting from the use of the premises or property of Employer (all such discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, programs, strategies, know-how, and data are hereinafter referred to as “Inventions”) regardless of whether or not such ideas, inventions, or improvements qualify as “works for hire.” Employee hereby assigns and agrees to assign all Employee’s interests therein to Employer or its nominee. Employee further agrees to take no legal action that might inhibit, hinder or delay Employer’s ability to obtain patents and/or copyrights, with respect to, and otherwise protect its rights in or realize the benefits of, any and all Intellectual Property and/or confidential information of Employer and shall, whenever requested to do so by Employer (but without out-of-pocket expense to Employee), execute any and all applications, assignments, or other instruments that Employer shall deem necessary to apply for and obtain copyrights and/or Letters Patent of the United States or any foreign country or to otherwise protect Employer’s interest therein.
B. The foregoing rights requiring Employee to assign Employee’s rights in any Invention to Employer shall not apply to an Invention for which no equipment, supplies, facility, or trade secret
information of Employer was used and which was developed entirely on Employee’s own time and which does not relate either to the business of Employer or to Employer’s anticipated business or which does not result from any work performed by Employee for Employer. Employee understands, however, that Employee bears the full burden of proving to Employer that an Invention is not required to be assigned to it and is exempted under the foregoing provisions of this paragraph, and that unless Employee has fully disclosed such Invention to Employer in a timely manner and made claim to it immediately after discovery, it shall be conclusively presumed that the Invention belongs to Employer.
| 12. | Return of Materials. On the last day of Employee’s employment with Employer or, with Employer’s approval, promptly thereafter, Employee shall deliver to Employer all property, records, vehicles, computers, phones, materials, documents, and/or copies of documents concerning Employer’s business and/or its customers (hereinafter collectively “Employer Materials”) which Employee has in Employee’s possession or under Employee’s control on the last day of Employee’s employment. Employee further agrees not to take or extract any portion of Employer Materials in written, computer, electronic or any other reproducible form without the prior written consent of the Employer. |
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| 13. | Opportunity for Review. Employee understands the nature of the burdens imposed by the restrictive covenants contained in this Agreement. Employee acknowledges that he is entering into this Agreement on his own volition, and that he has been given the opportunity to have this Agreement reviewed by the person(s) of his choosing. Employee represents that upon careful review, he knows of no reason why any restrictive covenant contained in this Agreement is not reasonable and enforceable. |
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| 14. | Restrictive Covenants of the Essence. The restrictive covenants upon the Employee set forth herein are of the essence of this Agreement; they shall be construed as independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Employer of the restrictive covenants contained herein. |
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| 15. | Injunctive Relief. |
A. Employer and Employee agree that irreparable injury will result to Employer in the event Employee violates any restrictive covenant or affirmative obligation contained in this Agreement, and Employee acknowledges that the remedies at law for any breach by Employee of such provisions will be inadequate and that Employer shall be entitled to injunctive relief against Employee, in addition to any other remedy that is available, at law or in equity.
B. Employee agrees that the non-competition, non-solicitation, and non- disclosure obligations contained herein shall be extended by the length of time which Employee shall have been in breach of any of said provisions. Accordingly, Employee recognizes that the time periods included in the restrictive covenants contained herein shall begin on the date a court of competent jurisdiction enters an order enjoining Employee from violating such provisions unless good cause can be shown as to why the periods described should not begin at that time.
| 16. | Succession and Assignability. The obligations of Employee under paragraphs 8-11 of this Agreement shall continue after the termination of his employment and shall be binding on Employee’s heirs, executors, legal representatives and assigns. Such obligations shall inure to the benefit of any successors or assigns of Employer. Employee specifically acknowledges and agrees that in the event of a sale of all or substantially all of the assets or stock of Employer, or any other event or transaction resulting in a change of ownership or control of Employer’s business, the rights and obligations of the parties hereunder shall inure to the benefit of any transferee, purchaser, or future owner of Employer’s business. |
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| 17. | Severability. It is the intention of the parties that the provisions of the restrictive covenants herein shall be enforceable to the fullest extent permissible under the applicable law. If any clause or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause or provision of this Agreement which is illegal, invalid or unenforceable, there shall be added, as part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. This paragraph 18 is in addition to, and separate from, the severability provisions of paragraph 8 of this Agreement. |
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| 18. | Miscellaneous. Employer shall pay, indemnify and hold Employee harmless against all costs and expenses (including reasonable attorneys’ fees) incurred by Employee during the term of this Agreement, as well as provide coverage to Employee under Employer’s D&O coverage liability insurance program. Any and all disputes under this Agreement shall be settled via negotiation, mediation and/or arbitration, with Employer responsible for all fees or costs in the settlement of any dispute. |
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19. | Integration and Modification. This Agreement constitutes the entire agreement of the parties concerning their employment arrangement and supersedes all other prior to contemporaneous agreements, written and oral between Employer and Employee. No modification or waiver of any covenant, condition or limitation contained herein shall be valid unless done in writing and duly executed by both parties hereto. |
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20. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. |
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| By: |
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| Veri Medtech Holdings, Inc. |
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EXHIBIT 10.2
INDEPENDENT DIRECTOR AGREEMENT
This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of [ ], by and between VERI MEDTECH HOLDINGS, INC., a Delaware corporation (the “Company”), and [ ] (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).
WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS.
(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.
(b) “Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.
(c) “Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, including a proceeding initiated by the Independent Director pursuant to Section 12 of this Agreement to enforce the Independent Director’s rights hereunder.
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(d) “Expenses” shall mean all reasonable fees, costs and expenses, approved by the Company in advance and reasonably incurred in connection with any Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators, professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.
(e) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.
(f) “Parent” shall mean any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities ending with the Company, if each of the corporations or entities, other than the Company, owns stock or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain.
(g) “Subsidiary” shall mean any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities beginning with the Company, if each of the corporations or entities, other than the last corporation or entity in the unbroken chain, owns stock or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain.
2. SERVICES OF INDEPENDENT DIRECTOR. While this Agreement is in effect, the Independent Director shall perform duties as an independent director and/or a member of the committees of the Board, be compensated for such and be reimbursed expenses in accordance with the Schedule A attached to this Agreement, subject to the following.
(a) The Independent Director will perform services as is consistent with Independent Director’s position with the Company, as required and authorized by the Articles of Association of the Company, and in accordance with high professional and ethical standards and all applicable laws and rules and regulations pertaining to the Independent Director’s performance hereunder, including without limitation, laws, rules and regulations relating to a public company.
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(b) The Independent Director is solely responsible for taxes arising out of any compensation paid by the Company to the Independent Director under this Agreement. The Independent Director acknowledges and agrees that because he/she is not an employee of the Company, the Company will not withhold any amounts for taxes from any of his/her payments under the Agreement.
(c) The Company may offset any and all monies payable to the Independent Director to the extent of any monies owing to the Company from the Independent Director.
(d) The rules and regulations of the Company notified to the Independent Director, from time to time, apply to the Independent Director. Such rules and regulations are subject to change by the Company in its sole discretion. Notwithstanding the foregoing, in the event of any conflict or inconsistency between the terms and conditions of this Agreement and rules and regulations of the Company, the terms of this Agreement control.
3. REQUIREMENTS OF INDEPENDENT DIRECTOR. During the term of the Independent Director’s services to the Company hereunder, Independent Director shall observe all applicable laws and regulations relating to independent directors of a public company as promulgated from time to time, and shall not: (1) be an employee of the Company or any Parent or Subsidiary; (2) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company other than as a director and/or a member of a committee of the Board; (3) be an affiliated person of the Company or any Parent or Subsidiary, as the term “affiliate” is defined in 17 CFR 240.10A-3(e)(1), other than in his/her capacity as a director and/or a member of a committee of the Board; (4) possess an interest in any transaction with the Company or any Parent or Subsidiary, for which disclosure would be required pursuant to 17 CFR 229.404(a), other than in his/her capacity as a director and/or a member of a committee of the Board committees; (5) be engaged in a business relationship with the Company or any Parent or Subsidiary, for which disclosure would be required pursuant to 17 CFR 229.404(b), except that the required beneficial interest therein shall be modified to be 5% hereby.
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4. REPORT OBLIGATION. While this Agreement is in effect, the Independent Director shall immediately report to the Company in the event: (1) the Independent Director knows or has reason to know or should have known that any of the requirements specified in Section 3 hereof is not satisfied or is not going to be satisfied; and (2) the Independent Director simultaneously serves on an audit committee of any other public company.
5. TERM AND TERMINATION. This Agreement and the Independent Director’s services hereunder shall commence on the date hereof and terminate upon the earlier of the following:
(a) Removal of the Independent Director as a director of the Company, upon proper Board or stockholder action in accordance with the Articles of Association of the Company and applicable law;
(b) Resignation of the Independent Director as a director of the Company upon written notice to the Board of Directors of the Company;
(c) Disqualification of the Independent Director as a director of the Company in accordance with the Articles of Association of the Company;
(d) Termination of this Agreement by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company in its sole discretion; or
(e) Failure of the stockholders of the Company to re-elect the Independent Director at the Company’s annual shareholders’ meeting.
6. LIMITATION OF LIABILITY. In no event shall the Independent Director be individually liable to the Company or its shareholders for any damages for breach of fiduciary duty as an independent director of the Company, unless the Independent Director’s act or failure to act involves intentional misconduct, fraud, dishonesty or a knowing violation of law.
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7. AGREEMENT OF INDEMNITY. The Company agrees to indemnify the Independent Director as follows:
(a) Subject to the exceptions contained in Section 8(a) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Independent Director in connection with such Proceeding (referred to herein as “INDEMNIFIABLE EXPENSES” and “INDEMNIFIABLE LIABILITIES,” respectively, and collectively as “INDEMNIFIABLE AMOUNTS”).
(b) Subject to the exceptions contained in Section 8(b) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company, to procure a judgment in its favor by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Indemnifiable Expenses.
(c) For purposes of this Agreement, the Independent Director shall be deemed to have acted in good faith in conducting the Company’s affairs as an independent director of the Company and/or a member of a committee of the Board of the Company, if the Independent Director: (i) exercised or used the same degree of diligence, care, and skill as an ordinarily prudent man would have exercised or used under the circumstances in the conduct of his/her own affairs; or (ii) took, or omitted to take, an action in reliance upon advise of counsels or other professional advisors for the Company, or upon statements made or information furnished by other directors, officers or employees of the Company, or upon a financial statement of the Company provided by a person in charge of its accounts or certified by a public accountant or a firm of public accountants, which the Independent Director had reasonable grounds to believe to be true.
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8. EXCEPTIONS TO INDEMNIFICATION. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following:
(a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud, dishonesty or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder.
(b) If indemnification is requested under Section 7(b) and
(i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or
(ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.
9. WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Independent Director is, by reason of the Independent Director’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, the Independent Director shall be indemnified in connection therewith. If the Independent Director is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Independent Director against those Expenses reasonably incurred by the Independent Director or on the Independent Director’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
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10. ADVANCES AND INTERIM EXPENSES. The Company may pay to the Independent Director all Indemnifiable Expenses incurred by the Independent Director in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if the Independent Director furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay the amount of such Indemnifiable Expenses advanced to the Independent Director in the event it is finally determined by a court or arbitral body of competent jurisdiction that the Independent Director is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses.
11. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. The Independent Director shall submit to the Company a written request specifying the Indemnifiable Amounts, for which the Independent Director seeks payment under Section 7 hereof and the Proceeding of which has been previously notified to the Company and approved by the Company for indemnification hereunder. At the request of the Company, the Independent Director shall furnish such documentation and information as are reasonably available to the Independent Director and necessary to establish that the Independent Director is entitled to indemnification hereunder. The Company shall pay such Indemnifiable Amounts within thirty (30) days of receipt of all required documents.
12. REMEDIES OF INDEPENDENT DIRECTOR.
(a) RIGHT TO PETITION COURT. In the event that the Independent Director makes a request for payment of Indemnifiable Amounts under Sections 7, 9-11 above, and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, the Independent Director may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.
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(b) BURDEN OF PROOF. In any judicial proceeding brought under Section 12 (a) above, the Company shall have the burden of proving that the Independent Director is not entitled to payment of Indemnifiable Amounts hereunder.
(c) EXPENSES. The Company agrees to reimburse the Independent Director in full for any Expenses incurred by the Independent Director in connection with investigating, preparing for, litigating, defending or settling any action brought by the Independent Director under Section 12 (a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith.
(d) VALIDITY OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.
(e) FAILURE TO ACT NOT A DEFENSE. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 12 (a) above.
13. PROCEEDINGS AGAINST COMPANY. Except as otherwise provided in this Agreement, the Independent Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Independent Director against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This section shall not apply to counterclaims or affirmative defenses asserted by the Independent Director in an action brought against the Independent Director.
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14. INSURANCE. The Company will obtain and maintain a policy or policies of director and officer liability insurance, of which the Independent Director will be named as an insured, providing the Independent Director with coverage for Indemnifiable Amounts and/or Indemnifiable Expenses in accordance with said insurance policy or policies (“D&O INSURANCE”); provided that:
(a) The Independent Director agrees that, while the Company has valid and effective D&O Insurance, and except as provided in (c) of this section, Sections 7-13 of this Agreement shall not apply, and the Company’s indemnification obligation to the Independent Director under this Agreement shall be deemed fulfilled by virtue of purchasing and maintaining such insurance policy or policies, in accordance with the terms and conditions thereof and subject to exclusions stated thereon. The Independent Director agrees that the Company shall have no obligation to challenge the decisions made by the insurance carrier(s) (“INSURANCE CARRIER”) relating to any claims made under such insurance policy or policies;
(b) The Independent Director agrees that the Company’s indemnification obligation to the Independent Director under (a) of this section shall be deemed discharged and terminated, in the event the Insurance Carrier refused payment for any Proceedings against the Independent Director due to the acts or omissions of the Independent Director;
(c) While the D&O Insurance is valid and effective, the Company agrees that it shall indemnify the Independent Director for the Indemnifiable Amounts and Indemnifiable Expenses, to the extent that any Proceedings are coverable by D&O Insurance, but in excess of the policy amount, in accordance with Sections 7-13 of this Agreement; and
(d) While the D&O Insurance is valid and effective, the Company agrees that it shall indemnify the Independent Director to the extent that the Independent Director has liability that would be part of the D&O Insurance deductible, if there is any; and
(e) While the D&O Insurance is valid and effective, this Section 14 states the entire and exclusive remedy of the Independent Director with respect to the indemnification obligation of the Company to the Independent Director under this Agreement.
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15. SUBROGATION. In the event of any payment of Indemnifiable Amounts under this Agreement and/or the D&O Insurance, the Company or its Insurance Carrier, as the case may be, shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of the Independent Director against other persons, and the Independent Director shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
16. AUTHORITY. Each party has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by each party hereto:
17. SUCCESSORS AND ASSIGNMENT. This Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law), and (b) be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Independent Director. The Independent Director has no power to assign this Agreement or any rights and obligations hereunder.
18. CHANGE IN LAW. To the extent that a change in applicable law (whether by statute or judicial decision) shall mandate broader or narrower indemnification than is provided hereunder, the Independent Director shall be subject to such broader or narrower indemnification and this Agreement shall be deemed to be amended to such extent.
19. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.
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20. MODIFICATIONS AND WAIVER. Except as provided in Section 18 hereof with respect to changes in applicable law which broaden or narrow the right of the Independent Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement shall operate as a current or future waiver by it as to its same or different rights under this Agreement or otherwise.
21. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing in English and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by express mail with delivery confirmation with postage prepaid, on the 5th business day after the date on which it is so mailed:
If to Independent Director, to: [ ]
If to the Company, to: 60 Paya Lebar Road, #12-37 Paya Lebar Square, Singapore 409051.
Or to such other address as may have been furnished in the same manner by any party to the others.
22. GOVERNING LAW. This Agreement shall be governed by and construed and enforced under the state laws of Delaware.
23. AGREEMENT GOVERNS. This Agreement is to be deemed consistent wherever possible with relevant provisions of the Articles of Association of the Company; however, in the event of a conflict between this Agreement and such provisions, the provisions of this Agreement shall control.
24. INDEPENDENT CONTRACTOR. The parties understand, acknowledge and agree that the Independent Director’s relationship with the Company is that of an independent contractor and nothing in this Agreement is intended to or should be construed to create a relationship other than that of independent contractor. Nothing in this Agreement shall be construed as a contract of employment/engagement between the Independent Director and the Company or as a commitment on the part of the Company to retain the Independent Director in any capacity, for any period of time or under any specific terms or conditions, or to continue the Independent Director’s service to the Company beyond any period.
25. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Independent Director with respect to the subject matter hereof, and supersedes all prior understandings and agreements with respect to such subject matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Indemnification Agreement as of the day and year first above written.
AGREED |
| AGREED | ||
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Company: |
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VERI MEDTECH HOLDINGS, INC. |
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Name: | [ ] |
| Name: | [ ] |
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Title: | Chief Executive Officer |
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SCHEDULE A
I | POSITION: |
INDEPENDENT DIRECTOR.
II. | COMPENSATION: |
FEES. For all services rendered by the Independent Director pursuant to this Agreement, both during and outside of normal working hours, including but not limited to, attending all required meetings of the Board or applicable committees thereof, executive sessions of the independent directors, reviewing filing reports and other corporate documents as requested by the Company, providing comments and opinions as to business matters as requested by the Company, the Company agrees to pay to the Independent Director fees in accordance with the schedule set forth in Exhibit 1 to Schedule A.
EXPENSES. During the term of the Independent Director’s service as a director of the Company, the Company shall promptly reimburse the Independent Director for all expenses approved by the Company in advance and incurred by his/her in connection with attending (a) all meetings of the Board or applicable committees thereof, (b) executive sessions of the independent directors, and (c) stockholder meetings, as a director or a member of any committee of the Board, which are approved by the Company in advance. In addition, the Independent Director shall rely on the Company to arrange for all hotel accommodations in connection with any such meetings the Independent Director must attend. The amount of such expenses eligible for reimbursement by the Company during a calendar year shall not affect such expenses eligible for reimbursement by the Company in any other calendar year, and the reimbursement of any such eligible expenses shall be made promptly, usually within 10 business days, after the expense report and original receipts are submitted.
NO OTHER BENEFITS OR COMPENSATION. The Independent Director acknowledges and agrees that he/she is not granted and is not entitled to any other benefits or compensation from the Company for the services provided under this Agreement except expressly provided for in this Schedule A or as determined from time to time by the Company in its sole discretion.
AGREED |
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Name:
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Title: | Chief Executive Officer |
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Exhibit 1 to Schedule A
Date: ______________
Dear ________
We are writing to set forth the current terms of your compensation as a director of Veri Medtech Holdings, Inc. ("VRHI"). These terms are, of course, subject to future modification by the Board.
As compensation for your services, you will receive:
o $_______ per year (the "Annual Retainer");
o $___________ per year for serving on each of the Board committees of which you are a member plus an additional $___________ per year for serving as Chairman of a committee (the "Committee Fees") (currently, you are Chairman of the Compensation Committee and are a member of the Audit Committee);
o $___________ for each meeting of the Board or of a Board committee that you attend (the "Meeting Fees"); and
o an annual grant (the "Annual Grant"), at your election on or before March 31st of each year, of (a) _____________ vested restricted stock units ("RSUs").
The Annual Retainer and the Committee Fees will be paid annually in arrears in the form of RSUs unless VRHI determines to pay them in cash. The Meeting Fees are payable in cash and will be paid to you annually in arrears.
RSUs for the Annual Retainer, the Committee Fees and the Annual Grant will provide for delivery of shares of VRHI common stock on the last business day in May in the year following the date on which you cease to be a director of VRHI
All RSUs will be granted to you as of the date of grant of any year-end equity award granted generally to employees of VRHI and its affiliates or, if no such award is granted, as of the last day of December of such fiscal year (or in the case of RSUs for the Annual Grant, as of the last day of December of the fiscal year to which the grant pertains).
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The number of RSUs you receive for the Annual Retainer and the Committee Fees will be determined in the same manner as grants to employees for year-end RSUs granted to employees for that fiscal year or, if no such RSUs are granted, at a grant price equal to the average closing price of VRHI's common stock on the New York Stock Exchange over the 10 trading days up to and including the last day of the fiscal year.
All RSUs will be subject to the terms and conditions of the 2025 Stock Incentive Plan and the relevant award agreements, as well as the GS Insider Trading Policy.
Very truly yours,
Veri Medtech Holdings, Inc.
_______________________
President & Chairman of the Board
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EXHIBIT 10.3
CONFIDENTIAL
CONSULTING AGREEMENT
This Consultant Agreement (“Agreement”) is made and entered into as of the last date of signature below by and between ____________________ (the “Consultant and Veri Medtech Holdings, Inc. and its affiliates (the “Client,”).
In consideration for mutual promises and covenants made herein, the undersigned parties agree to as follows:
1. Engagement. The Client agrees to engage Consultant as an independent Consultant to perform the duties outlined herein. (see Section 2 below). This Agreement shall be for a period of four (4) years; and continue from year-to-year thereafter unless otherwise agreed to by the parties at the end of the then current term.
2. Duties & Services. Consultant agrees to provide services to the Client follows:
_______________________________________________________________
3. Compensation. Subject to Consultant’s fulfillment of its Duties and Services in a workmanlike, time is of the essence, professional manner, Client agrees to pay Consultant the following:
| a. | Compensation of: $______________per annum and eligibility to receive management discretionary cash bonus for company (up to 20% of Compensation) for assisting Client in attaining quarterly/annual goals and objectives. |
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| b. | Stock options or grants, for assisting Client in attaining quarterly/annual goals and objectives. |
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| c. | IPO Success Incentive Bonus. |
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4. Confidentiality. To safeguard both the confidential information and the business relationships of the Client, Consultant agrees and acknowledges that during the course of Consultant’s business with the Client, Consultant will obtain, and have access and be privy to information important to the Client's business, which information Consultant hereby acknowledges and agrees to be confidential. Such Confidential Information includes information that qualifies as Trade Secret information and also may include information that does not qualify as Trade Secret Information, but which is nonetheless hereby agreed by the parties to be proprietary, confidential, and subject to the contractual protections of this Agreement. Such Confidential Information includes, but is not limited to: the terms of this Agreement, Customer and Supplier Information: the names, addresses, and phone numbers of the Client’s Customers and prospective Customers (collectively referred to herein as “Customers” and defined herein as all individual and commercial customers that Company sells or actively solicits to sell the goods and services provided by the Client), and the Client’s Suppliers and all other confidential information relating to those Customers and Suppliers, including any other information relating to the Client's Customers and Suppliers that has been obtained or made known to Consultant solely as the result of Consultant performing services for the Client; Marketing Information: such as the Client's marketing methods, materials, and strategies; Financial Information: such as profitability of the Client, pricing information, cost information, sales figures, sales reports, compensation paid to the Client's Consultants, accounting/financial records (including, but not limited to, balance sheets, profit and loss statements, tax returns, payable and receivable information, bank account information and other financial reporting information); Technical Information: such as methods, formulae, compositions, processes, discoveries, computer programs, and similar items, inventions (whether or not patentable), works of authorship, copyrighted materials created by or for the benefit of Company; and Operations and Strategic Information: such as the existence and content of business plans, strategy plans, future plans, matters of a business nature such as information about the Client’s files, internal memoranda, personnel policies, payroll, and terms of this Agreement or other Client contracts.
Such Customer and Supplier, Marketing, Financial, Technical, Operations and Strategic Information is herein after collectively referred to as “Confidential Information.” Consultant acknowledges that such Confidential Information and Trade Secrets are worthy of protection and are the sole property of the Client, and that covenants contained in this Agreement are a reasonable means to provide such protection. Accordingly, Consultant agrees that during its engagement and for eighteen (18) months following the termination of that engagement (so long as the pertinent information or data remains confidential and not in the public domain through lawful means during that time), Consultant shall not divulge or make use of any Confidential Information, directly or indirectly, personally or on behalf of any other person, business, corporation, or entity without prior written consent of the Client. This covenant is not intended to, and does not, limit in any way the rights and remedies provided to the Client under common or statutory law. The Client’s Trade Secrets are also protected by law in addition to this Agreement, and Consultant. The Client’s Trade Secrets may be identified, in whole or in part, from time to time in memoranda.
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5. Trade Secrets. "Trade Secrets" means any Confidential Information described above without regard to form which: (i) is not commonly known by or available to the public; (ii) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Consultant agrees that all Trade Secrets and all physical embodiments thereof are confidential to the Client and will remain the Client’s sole and exclusive property. Consultant warrants and agrees that s/he/it will not reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Trade Secrets and will not take any action causing, or fail to take any action to prevent, any Trade Secret to lose its character as a Trade Secret until and unless such Trade Secrets lose their status as Trade Secrets through no fault, either directly or indirectly, of Consultant.
6. Intellectual Property. Consultant agrees to assign to the Client, all existing and future Intellectual Property Rights (as defined herein) in existing or future computer code (“Code”) developed while employed with the Client. Consultant acknowledges that no additional documentation is necessary to complete the assignment made under this paragraph and that by virtue of this clause all existing Intellectual Property Rights in existing Code and all future Intellectual Property Rights in all future Code will, on their creation, vest in the Client; and Consultant must do all things reasonably requested by the Client to ensure that the Intellectual Property Rights are assigned to the Client under this clause. Consultant further agrees to indemnify the Client for the expense of enforcing this clause including but not limited to lost profits, and Consultants’ fees. For purposes of this Agreement the term “Intellectual Property Rights” means any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works thereof; (ii) trademark and trade name rights (whether common-law or registered); (iii) trade secret rights, know-how, designs, methods, processes, work-flow; (iv) patents, mask works, patent applications, design rights, and other industrial property rights; and (v) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof.
7. Return of Property. In order to safeguard both the proprietary Confidential Information and the business relationships of the Client, Consultant agrees as follows: All equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, mailing lists, calendars, card files, Rolodexes, keys, I.D. cards, credit cards, and all other written, electronic and graphic records affecting or relating to the business of the Client, regardless of the medium in which such information is stored shall be and remain the sole and exclusive property of the Client. Consultant agrees not to remove any things or documents from Client's premises at any time unless those things or documents are necessary to those duties that Consultant must perform outside of the Client's premises. In the event of termination of assignment with the Client for any reason, Consultant shall promptly deliver to the Client all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, mailing lists, calendars, card files, Rolodexes, all other written, electronic and graphic records relating to the Client's business, or any other property of the Client in the possession or under control of Consultant. In the event any such property is not promptly delivered to the Client, Consultant consents that the value thereof shall be deducted from amounts owed to Consultant. Consultant shall not maintain any copy or other reproduction whatsoever, electronic or graphic, of any of the items described in this section after the termination of such assignment. Consultant acknowledges that the return of property obligations described above are a material aspect of this Agreement, and failure to comply therewith would cause the Client irreparable harm. Therefore, Consultant agrees that any breach of such obligations will be considered a breach of a “restrictive covenant” and subject Consultant to the injunctive remedies described in Section 13 below.
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8. Non-Competition Covenant. To safeguard the Confidential Information, Trade Secrets, and business relationships of the Client, Consultant agrees that during Consultant’s assignment with the Client, and for a period of twelve (12) months after termination for any reason, Consultant shall not, directly or indirectly, enter into any employment, contract, or any other business relationship, either directly, or indirectly, with any of the Client’s Customers, clients, vendors, or any other individual or entity with which the Client has had material contact during Consultant’s assignment with the Client.
9. Non-Solicitation Covenant. In order to safeguard both the Confidential Information and the business relationships of the Client, Consultant agrees as follows: Consultant agrees that for a period of thirty-six (36) months following the termination of assignment for any reason, Consultant shall not, on Consultant's own behalf or on behalf of any person or entity, solicit, contact, or call upon any Customer of Client, or any representative of any Customer of Client, with a view to sell or provide any product or service competitive with any product or service sold or provided by the Client during Consultant’s assignment with the Client, provided that the restrictions set forth in this section shall apply only to Customers of Client, or representative(s) of Customers of Client, with which Consultant had business contact on behalf of the Client during Consultant’s assignment with Client. For purposes of this Agreement, “Customer” includes the entity with which the Client contracted to provide the Client’s goods or services, as well as any middle or end user of the Client’s goods or services, so long as Consultant had business contact with the Customer during Consultant’s assignment with the Client. For example, if the Client contracts with ABC to provide services, and ABC contracts with DEF to provide these services, who in turn contracts with XYZ for these services, then “Customer” includes ABC, DEF, and XYZ, so long as Consultant had business contact with ABC, DEF, and XYZ during Consultant’s assignment with the Client.
10. Non-Recruitment of Employees. In order to safeguard both the Confidential Information and the business relationships of the Client, Consultant agrees as follows: Consultant agrees that for a period of thirty-six (36) months following the termination of assignment for any reason, Consultant shall not directly, or indirectly by assisting others, recruit for hire, or attempt to recruit for hire any employee of the Client with whom Consultant had contact during his/her/its assignment, or induce or attempt to induce any employee or Consultant of the Client to terminate his/her/its employment with the Client.
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11. Participation in Client Benefit Program & Change of Control.
| a. | Health, Dental & Vision Insurance: Health, Dental, and Vision. |
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| b. | Work-Related Travel Expenses – Reasonable work-related travel expenses for airfare, lodging and Ubers will be reimbursed. |
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| c. | Compensation, Benefits and Employee IPO Incentive Program shall not be modified without prior mutual written agreement between Employer and Employee. In the event of any merger, acquisition or change of control of Employer, all of Employee’s stock options shall immediately vest, and Employee’s salary and Benefits shall continue for a period of thirty-six (36) months thereafter, including annual bonus compensation. |
12. Choice of Law & Dispute Resolution. This Agreement, and any dispute hereunder, shall be decided in accordance with the law of the State of Delaware. All disputes shall be first settled via good-faith negotiation, second via mediation and third via arbitration, if not settled before-hand.
13. Indemnification. Company shall indemnify, defend and hold harmless Consultant and his legal representatives, and Consultant shall be entitled to the protection of such insurance
policies which Company may obtain for the benefit of its directors and officers, against all costs, charges or expenses whatsoever incurred or sustained by Company in connection with any action, suit or proceeding to which Consultant or his legal representatives may be made a party by reason of his being or having been a consultant of Company, or because of actions taken allegedly on behalf of Company. Consultant’s protection shall not be limited by any available insurance and shall be entitled to complete defense and indemnity by Company for acts occurring within the scope of this Agreement. Company shall have the right to direct and control the defense and settlement (if any) of any action, suit or proceeding as to which Consultant is entitled to be indemnified pursuant to this Section. The rights granted pursuant to this Section shall be contract rights, and no amendment, modification or termination of this Section or this Agreement shall have the effect of limiting or denying such rights with respect to actions taken or claims or proceedings arising prior to any such amendment, modification or termination.
14. Survivability of Obligations. Consultant and the Client recognize and agree that the restrictions and obligations contained in herein survive the termination of their business relationship and this Agreement, in additional to all those provisions of this Agreement that, by their terms, would naturally survive termination of the parties’ relationship, and successors or assigns shall be bound by the terms of this Agreement.
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15. Construction of Agreement. It is specifically agreed that construction of the covenants contained herein shall be in favor of their reasonable nature, legality, and enforceability, in that any reading causing unenforceability shall yield to a construction permitting enforceability. It is further specifically agreed that both parties hereto shall be considered to have drafted and negotiated this agreement such that in any construction of this agreement, that there shall be no presumption against the interests of either party as the drafter hereof. If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the extent reasonable, whether said revisions be in time, territory, or scope of prohibited activities. This Agreement represents the entire understanding and agreement made on this date between Consultant and the Client as to the matters addressed herein, supersedes any prior conflicting agreement(s), and this understanding and agreement may not be modified, changed or altered by any promise or statement by the Client until such modification has been approved in writing and signed by the President of the Client. Consultant has the right to review this entire agreement with an Consultant of their choosing.
Acknowledged and Agreed to: |
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Veri Medtech Holdings, Inc. |
| Consultant |
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Signature: |
| Signature: _____________________________ |
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Print/Title: |
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Date: ______________________ |
| Date: __________________________ |
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EXHIBIT 10.4
LEASE AGREEMENT
THIS LEASE AGREEMENT hereinafter known as the "Lease" is entered into this 15th day of October, 2023, by and between G&A Real Estate Trust Group LLC as the "Landlord" and Veriheal Inc. hereinafter known as the "Tenant."
WHEREAS, the Landlord desires to lease the Property defined herein under the terms and conditions as set forth herein; and
WHEREAS, the Tenant desires to lease the Property defined herein from the Landlord under the terms and conditions set forth herein.
NOW THEREFORE, for and in consideration of the covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
PROPERTY. The Landlord owns property and improvements located at: 1700 EAST 17TH AVENUE, Denver, CO, 80218 (hereinafter referred to as the "Property"). Tenant will exclusively occupy the 2nd floor of the Property, pursuant to the terms of this Lease.
LEASE TERM. This Lease shall commence on 15th day of October, 2023, and end on 15th day of October, 2033 (hereinafter referred to as the “Term”), unless otherwise terminated in accordance with the provisions of the Lease or extended for an additional term, upon written mutual agreement, within 90 days prior to the end of the then current term. Upon the end of the Term, Tenant shall vacate the Property and deliver the same to the Landlord unless:
| · | the Lease is formally extended by the Landlord and the Tenant in a writing signed by both parties; or |
| · | the Landlord willingly accepts Rent from the Tenant for a period beyond the original Term. Where the landlord accepts Rent for a period beyond the original Term, without a formal extension agreed to in writing by both parties, a month-to-month tenancy will be created. |
RENT. The Tenant shall pay to Landlord the sum of $15,000 per month (hereinafter referred to as “Rent”) for the duration of the Term of the Lease. The Rent shall be payable on or before every 5th day of the month (hereinafter referred to as the “Due Date”), notwithstanding that the said date falls on a weekend or holiday.
| A. | Application of payments. Whenever there are different sums owed by the Tenant to the Landlord, any payment shall be applied first to those obligations other than rent including but not limited to association/community dues, Late Fee, repairs chargeable to the Tenant, and other charges notwithstanding any notations or specifications made by the Tenant on the application of any payment paid to the landlord. |
| B. | Rent Increases. The Rent payable shall not be increased or otherwise modified during the Term of this Lease. Any increase in Rent shall only take effect after the expiration of the Term provided in this Lease. Any increase in Rent to take effect upon renewal or extension of the Term of this Lease must be preceded by a 10- day notice of the same from the Landlord to the Tenant. |
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USE OF PROPERTY. The Property as defined herein shall be for the sole and exclusive use and occupation by the Tenant for general business purposes, at Tenant’s sole discretion.
CONDITION. The Tenant stipulates that The Property has been examined and that the Property is in good repair and is tenantable.
ASSIGNMENT and SUBLEASING The Tenant acknowledges that this Lease is not transferrable and that the Tenant may not assign the Lease, any part of the Lease or any of the rights or obligations herein. The Tenant shall not sublet, sublease or otherwise grant any other party any license or right in relation to the Property or this Lease. Any license, assignment sublease or agreement in violation of this clause shall be null and void with not legal force whatsoever.
RIGHT OF ENTRY. The Landlord shall have the right to enter the Property during normal working hours by providing at least 4 hours prior notice in order for inspection, make necessary repairs, alterations or improvements, to supply services as agreed or for any reasonable purpose. The Landlord may exhibit the Property to prospective purchasers, mortgagees, or lessees upon reasonable notice.
ALTERATIONS AND IMPROVEMENTS. No alterations to or improvements on the Property shall be made by the Tenant without prior express consent of the Landlord to the same in writing.
| A. | Unauthorized Alterations or Improvements. In the event that the Tenant shall undertake alterations or improvements relating to the Property in violation of this section the same shall be considered a material breach of this Lease putting the Tenant in default. The Landlord may, upon the Landlord’s discretion, require the Tenant to undo the alterations or improvements and restore the Property to its condition prior to any unauthorized alteration or improvement at the sole expense of the Tenant. |
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| B. | Ownership of Alterations and Improvements. In all cases of alterations, improvements, changes, accessories and the like that cannot be removed from the Property without destroying or otherwise deteriorating the Property or any surface thereof shall, upon creation, become the Landlord’s property without need for any further transfer, delivery or assignment thereof. |
HAZARDOUS MATERIALS. Tenant shall not keep on the Property any item of a dangerous, flammable or explosive nature that might unreasonably increase the danger of fire or explosion on the Property or that might be considered hazardous or extra hazardous by any responsible insurance company.
UTILITIES. Utilities or services will be the responsibility of the Tenant.
MAINTENANCE, REPAIR, AND RULES. The maintenance of the Property, minor repairs and servicing shall be the responsibility and sole expense of the Tenant, including but not limited to HVAC/air-conditioning units, plumbing fixtures (e.g. showers, bath tubs, toilets or sinks). For the entirety of the term of this Lease, the Tenant shall keep the property clean and in good repair. The Tenant shall:
| A. | Comply with any and all rules or regulations covering the Property including but not limited to local ordinances, health or safety codes, those set forth in the Master Lease, and Condominium or Homeowner’s associations, where applicable. |
| B. | Dispose of any and all waste properly. |
| C. | Not obstruct any structure intended for ingress, egress, passage or otherwise providing some type of access to, from or through the property. |
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| D. | Keep all windows, and other fixtures or structures visible from outside of the property free from laundry at all times. |
| E. | Obtain consent of the Landlord prior to replacing or installing new deadbolts, locks, hooks, doorknobs and the like. |
| F. | Refrain from all activities the will cause unreasonable loud noises or otherwise unduly disturb neighbors and/or other residents. |
QUIET ENJOYMENT. The Landlord warrants that the Tenant shall have quiet and peaceful enjoyment of the Property and hold the same free from molestation or interference from the Landlord or any other person or entity whose claim to the Property comes from the Landlord, subject to the terms and conditions of this Lease and compliance by the Tenant with the same.
INDEMNIFICATION. The Landlord shall not be liable for any injury to the Tenant or any other persons or property entering the Property occurring within the Property during the Term of the Lease. Neither shall the Landlord be liable for any damage to the structure within which the Property is located or any part thereof. The Tenant hereby agrees to hold the Landlord harmless from and indemnify the Landlord for any and all claims or damage not arising solely from the Landlord’s acts, omission, fault or negligence.
DEFAULT. In the event that the Landlord breaches any of the terms and conditions of this Lease or any applicable laws, rules or codes, the Tenant may avail of any of the remedies available under the law. In the event that the Tenant breaches or fails to comply with any of the terms and conditions of this Lease or any applicable laws, rules or codes the Landlord shall afford the Tenant 15 days to remedy or rectify the same. This period shall commence on the day the Tenant receives Notice of such breach or non-compliance with the request to rectify the same. If the Tenant fails to comply or rectify the breach or if the breach cannot reasonably be rectified or remedied, the Tenant shall be in default. Upon the Tenant’s default, the Landlord may terminate the Lease by sending the notice of default and consequent termination of the lease to the Tenant and thereafter recover possession of the Property.
ABANDONMENT. In the event that the Tenant abandons the Property the Landlord may declare the Lease terminated, recover possession of the Property, enter the premises, remove the Tenant’s belongings and lease the same to another without incurring any liability to the Tenant for doing the same. In the event of the abandonment of the Property, the Landlord may recover from the Tenant unpaid rent until the Property is leased to another person or otherwise occupied by the Landlord or another under the Landlord’s right.
ATTORNEYS' FEES. In the event that Landlord should require the services of an attorney, file a suit or resort to other procedures in order to compel the Tenant’s compliance with the Tenant’s obligations, the terms of this Lease or other applicable laws, rules or codes, the Tenant agrees to reimburse all expenses incurred by the Landlord in doing the same.
COMPLIANCE WITH LAW. The Tenant undertakes to comply with any and all Federal or state laws, municipal or county ordinances, rules, regulations, codes and all other issuances from authorized government authorities respecting the Property and the Tenant’s occupation and use thereof.
SEVERABILITY. Should and provision of this Lease be found, for whatever reason, invalid or unenforceable, such nullity or unenforceability shall be limited to those provisions. All other provisions herein not affected by such nullity or dependent on such invalid or unenforceable provisions shall remain valid and binding and shall be enforceable to the full extent allowed by law.
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BINDING EFFECT. The terms, obligations, conditions and covenants of this Lease shall be binding on Tenant, the Landlord, their heirs, legal representatives and successors in interest and shall inure to the benefit of the same.
NOTICE. All notices in relation to this Lease shall be delivered to the following addresses:
To the Tenant at the address:
1660 International Dr Ste 600, Mclean, VA 22102
and
To Landlord at the address: 1700 EAST 17TH AVENUE, Denver, CO, 80218
EARLY TERMINATION. Tenant shall not have the right to terminate this Lease before the end of the Term, unless approved or authorized by mutual written agreement with Landlord.
DISPUTES. If a dispute arises during or after the term of this Lease between the Landlord and Tenant(s), they shall agree to hold negotiations amongst themselves, in "good faith", before any litigation, mediation, and if not settled then arbitration, under the rules of the American Arbitration Association, then in full force and effect.
ENTIRE AGREEMENT. This Lease and, if any, attached documents are the complete agreement between the Landlord and Tenant concerning the Property. There are no oral agreements, understandings, promises, or representations between the Landlord and Tenant affecting this Lease. All prior negotiations and understandings, if any, between the parties hereto with respect to the Property shall be of no force or effect and shall not be used to interpret this Lease. No modification or alteration to the terms or conditions of this Lease shall be binding unless expressly agreed to by the Landlord and the Tenant in a written instrument signed by both parties.
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease in multiple originals as of the undersigned date(s).
Landlord’s Signature ____________________________ |
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Print Name _______________________ |
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Tenant’s Signature ____________________________ |
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Print Name _______________________ |
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EXHIBIT 10.5
FIRST AMENDMENT
TO
LEASE AGREEMENT
This First Amendment to the Lease Agreement (the “Lease”), dated October 15, 2023, by and between G&A Real Estate Investment Group LLC as the "Landlord" and Veriheal Inc. hereinafter known as the "Tenant" is made effective as of: August 28, 2025 (the “First Amendment”).
Landlord and Tenant Agree to the amend the Lease as follows:
| 1. | Lease Term shall read: |
LEASE TERM. This Lease shall commence on 15th day of October, 2023, and end on 15th day of October, 2025 (hereinafter referred to as the “Term”), unless otherwise terminated in accordance with the provisions of the Lease or extended for an additional term, upon written mutual agreement, within 90 days prior to the end of the then current term. Upon the end of the Term, the lease shall continue from month-to-month and be terminated upon the giving of 30-days prior written noticeby either Landlord or Tenant. Upon termination, Tenant shall vacate the Property and deliver the same to the Landlord unless:
| · | the Lease is formally extended by the Landlord and the Tenant in a writing signed by both parties; or |
| · | the Landlord willingly accepts Rent from the Tenant for a period beyond the original Term. Where the landlord accepts Rent for a period beyond the original Term, without a formal extension agreed to in writing by both parties, a month-to-month tenancy will be created. |
| 2. | No other provisions of this are modified by this First Amendment, and the Lease shall remain in full force and effect, until terminated as provided for in this First Amendment and the Lease as amended herein. |
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease in multiple originals as of the undersigned date(s).
| Landlord’s Signature ____________________________ | Date _____________________ |
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| Tenant’s Signature ____________________________ | Date _____________________ |
EXHIBIT 10.6
VERI MEDTECH HOLDINGS, INC..
STOCK INCENTIVE 2025 PLAN
SECTION 1. NAME; EFFECTIVE DATE; GENERAL PURPOSE
The name of the 2025 Plan is Veri Medtech Holdings, Inc. Stock Incentive 2025 Plan 2025) (the “2025 Plan”). The 2025 Plan is effective as of September 30, 2025 (referred to herein as the “Effective Date”) and the provision of the 2025 Plan as herein amended and restated shall apply to all Awards outstanding as of, or granted after, the Effective Date. All Awards outstanding as of the Effective Date, including Awards granted on the Effective Date, are referred to herein as “Outstanding Awards.”
The purpose of the 2025 Plan is to secure for Veri Medtech Holdings, Inc. (the “Company”) and its stockholders the benefit of the incentives inherent in stock ownership and the receipt of incentive awards by selected employees and directors of the Company and its Subsidiaries who contribute to and will be responsible for its continued long- term growth. The 2025 Plan is intended to motivate such individuals to enhance the long-term value of the Company by providing an opportunity for capital appreciation and to recognize services that contribute to the success of the Company. Capitalized terms used in the 2025 Plan shall have the meaning set forth in Section 14.
SECTION 2. 2025 PLAN ADMINISTRATION
(a) The 2025 Plan shall be administered by the Board of Directors, Executive Compensation Committee of the Board or such other committee of the Board as the Board may from time to time determine (the “Committee”).
(b) The Committee shall have the power and authority to do any or all of the following in its sole discretion: grant Awards, including the power and authority to select from among those eligible the persons to whom Awards may from time to time be granted; determine the time or times of grant of any Awards; to determine the number of shares to be covered by any Award; determine the terms and conditions of any Award, including the form of settlement thereunder (whether in shares of Stock, other property, cash or a combination of the foregoing); accelerate the vesting and/or exercisability of any Award; adopt such rules, guidelines and practices for administration of the 2025 Plan and for its own acts and proceedings as it shall deem advisable; interpret the terms and provisions of the 2025 Plan and any Award; prescribe such forms and agreements as it deems advisable in connection with any Award; make all determinations it deems advisable for the administration of the 2025 Plan; decide all disputes arising in connection with the 2025 Plan; and otherwise supervise the administration of the 2025 Plan.
(c) The Committee may delegate its power and authority under the 2025 Plan to such officers or other employees of the Company or a Subsidiary, or other persons, as it determines; provided, that only the Committee shall have the power and authority to take such actions under the 2025 Plan as are required by applicable law or stock exchange requirements to be taken by Independent Directors. To the extent consistent with the foregoing, the Committee may, as part of any such delegation, provide that all or part of any such delegated powers and authorities may be further delegated to any officer, employee or person to whom the Committee could have made the delegation in the first instance. For purposes of the 2025 Plan, other than in this Section 2(c), and as used in any Award, the term “Committee” shall be deemed to include any such delegate (or subdelegate) acting within the scope of any such delegation (or subdelegation), to the extent of such delegation.
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(d) All decisions and interpretations of the Committee shall be binding on all persons, including the Company, its Subsidiaries and Participants.
SECTION 3. SHARES ISSUABLE UNDER THE 2025 PLAN; MERGERS; SUBSTITUTION.
(a) Shares Issuable.
(i) | The number of shares of Stock (“Share Limit”) available to be issued under the 2025 Plan, determined as of the Effective Date (and including, for the avoidance of doubt, shares that as of the Effective Date were subject to Outstanding Awards) is 50,000,000. For purposes of the Share Limit, (A) each share subject to a Stock Award, Stock Option or SAR shall count as one (1) share and each; (B) shares issued under the 2025 Plan shall include only the number of shares actually issued under an Award and shall not include shares subject to an Award to the extent the Award is forfeited, expires, or is satisfied without the issuance of Stock; provided, however, that unissued shares resulting from the net settlement in Stock of a Stock Award, Stock Option or SAR, and shares retained by or delivered to the Company to satisfy any purchase or exercise price or the payment of withholding taxes in connection with a Stock Award, Stock Option or SAR, shall be treated as issued; and further provided, for the avoidance of doubt, that the purchase of shares by the Company on the open market with the proceeds of the exercise of a Stock Award, Stock Option will not increase the Share Limit; and (C) to the extent an Outstanding Award other than a Stock Award, Stock Option or SAR is forfeited, the Share Limit shall be appropriately increased consistent with clause (A) above. |
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(ii) | Shares issued under the 2025 Plan may be authorized but unissued shares or shares reacquired by the Company. |
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(iii) | The Company shall appropriately reserve shares in connection with the grant of Awards to reflect the limitations set forth above. |
The per-individual limits described above shall be construed to include earnings or notional earnings on Awards.
(b) Stock Dividends, Mergers, etc. In the event of a stock dividend, stock split, reverse stock split or similar change in capitalization, or extraordinary dividend or distribution or restructuring transaction affecting the Stock, the Committee shall make appropriate adjustments in the number and kind of shares of stock or securities on which Awards may thereafter be granted, including the limits described in Section 3(a) and Section 7(c), and shall make such adjustments in the number and kind of shares remaining subject to outstanding Awards, and the option or purchase price in respect of such shares as it may deem appropriate with a view toward preserving the value of outstanding awards. In the event of any merger, consolidation, dissolution or liquidation of the Company, the Committee in its sole discretion may, as to any outstanding Awards, make such substitution or adjustment in the aggregate number of shares reserved for issuance under the 2025 Plan and in the number and purchase price (if any) of shares subject to such Awards as it may determine, or accelerate, amend or terminate such Awards upon such terms and conditions as it shall provide (which, in the case of the termination of the vested portion of any Award, shall require payment or other consideration which the Committee deems equitable in the circumstances), subject, however, to the provisions of Section 12.
(c) Substitute Awards. The Company may grant Awards under the 2025 Plan in conversion, replacement or adjustment of outstanding options or other equity-based compensation awards held by employees of another corporation or other entity who become employees or Eligible Directors of the Company or a Subsidiary as described in the first sentence of Section 4 as the result of a merger or consolidation of the employing corporation or other entity (or an affiliate of such corporation or entity) with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of stock of the employing corporation or an affiliate. The Committee may direct that the converted, replacement or adjusted awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances to reflect the transaction. The shares that may be delivered under such substitute Awards shall be in addition to the limitations on the number of shares available for issuance under Awards and other limits described in Section 3(a).
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SECTION 4. ELIGIBILITY.
Participants in the 2025 Plan will be (i) such full or part time officers and other employees of the Company and its Subsidiaries who are selected from time to time by the Committee in its sole discretion, and (ii) Eligible Directors. Persons who are not employees of the Company or a subsidiary (within the meaning of Section 424 of the Code) shall not be eligible to receive grants of ISOs.
SECTION 5. DURATION OF AWARDS; TERM OF 2025 PLAN.
(a) Duration of Awards. Subject to Sections 13(a) and 13(e) below, no Stock Option or SAR may remain exercisable beyond 10 years from the grant date, and no other Award shall have a vesting or restriction period that extends beyond 10 years from the grant date, except that deferrals elected by Participants of the receipt of Stock or other benefits under the 2025 Plan may extend beyond such date.
(b) Latest Grant Date. No Award shall be granted after October 15, 2033, but outstanding Awards may extend beyond such dates.
SECTION 6. STOCK OPTIONS; SARs.
Any Stock Option or SAR granted under the 2025 Plan shall be in such form as the Committee may from time to time approve. Stock Options granted under the 2025 Plan may be either ISOs or NSOs. Any Stock Option that is not expressly designated as an ISO at time of grant shall be deemed to have been expressly designated at time of grant as an NSO.
Stock Options granted under the 2025 Plan shall be subject to the provisions of Sections 6(a) through Section 6(f) below. SARs shall be subject to the provisions of Section 6(g) below; and Stock Options and SARs shall contain such additional terms and conditions, not inconsistent with the terms of the 2025 Plan, as the Committee shall deem desirable. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of a Stock Option or SAR. Except as contemplated by Section 3(b), no dividends or dividend equivalent payments shall be payable with respect to Stock Options or SARs.
(a) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall be not less than 100% of Fair Market Value on the date of grant.
(b) Exercisability. Stock Options shall be exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. Unless the Committee expressly provides otherwise, the following rules will apply to any portion of a Stock Option that is outstanding immediately prior to the termination of employment of the person to whom the Stock Option was granted (the “Outstanding Stock Option”)
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(i) | Termination by Reason of Death or Disability: Partial Acceleration of Exercisability. If the employment of such person terminates by reason of death or Disability, in either case occurring more than three months after the grant of the Outstanding Stock Option, the Outstanding Stock Option shall be exercisable as to the number of shares for which it could have been exercised immediately prior to such termination or, if greater, (A) the total number of shares subject to the Stock Option multiplied by a fraction, the numerator of which shall be the number of days between the grant of the Stock Option and such termination and the denominator of which shall be the number of days between the grant of the Stock Option and the date upon which the Stock Option, by its terms, would have become fully exercisable, minus (B) the number of shares, if any, previously purchased under the Stock Option. For the avoidance of doubt, (y) if the employment of such person terminates by reason of death or Disability, in either case occurring within three months of the grant of the Outstanding Stock Option, this Section 6(b)(i) shall not apply to the Outstanding Stock Option and (z) this Section 6(b)(i) shall apply regardless of whether the employment of such person terminates at a time when such person has satisfied the requirements for Normal Retirement or Special Service Retirement. |
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(ii) | Termination by Reason of Death: Extension of Exercise Period. If the employment of such person terminates by reason of death, the Outstanding Stock Option may thereafter be exercised, to the extent exercisable immediately prior to death (determined after taking into account any applicable acceleration), for a period of five years (or such other period as may be specified under the terms of the Stock Option) from the date of death or until the expiration of the stated term of the option, if earlier. |
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(iii) | Termination by Reason of Disability: Extension of Exercise Period. If the employment of such person terminates by reason of Disability, the Outstanding Stock Option may thereafter be exercised, to the extent it was exercisable immediately prior to such termination (determined after taking into account any applicable acceleration), for a period of five years (or such other period as may be specified under the terms of the Stock Option) from the date of such termination of employment or until the expiration of the stated term of the option, if earlier. The death during the final year of such exercise period of the person to whom such Stock Option was granted shall, to the extent the Stock Option remains outstanding, extend such period for one year following death or until the expiration of the stated term of the option, if earlier. |
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(iv) | Termination by Reason of Normal Retirement: Extension of Exercise Period. If the employment of such person terminates by reason of Normal Retirement, or if the employment of such person terminates for any reason (other than for Cause) at a time when such person has satisfied the requirements for Normal Retirement, the Outstanding Stock Option may thereafter be exercised, to the extent that it was exercisable immediately prior to such termination, for a period of five years (or such other period as may be specified under the terms of the Stock Option) from the date of such termination or until the expiration of the stated term of the option, if earlier. The death during the final year of such exercise period of the person to whom such Stock Option was granted shall, to the extent the Stock Option remains outstanding, extend such period for one year following death, subject to termination on the expiration of the stated term of the option, if earlier. |
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(v) | Termination by Reason of Special Service Retirement: Continued Vesting and Extension of Exercise Period. If the employment of such person terminates by reason of a Special Service Retirement, or if the employment of such person terminates for any reason (other than for Cause) at a time when such person has satisfied the requirements for Special Service Retirement, the Outstanding Stock Option may thereafter be exercised, to the extent exercisable from time to time as hereinafter determined, for a period of five years (or such other period as may be specified under the terms of the Stock Option) from the date of such termination or until the expiration of the stated term of the option, if earlier. The death during the final year of such exercise period of the person to whom such Stock Option was granted shall, to the extent the Stock Option remains outstanding, extend such period for one year following death or until the expiration of the stated term of the option, if earlier. To the extent the Outstanding Stock Option is not yet fully exercisable at the date of the Special Service Retirement (or the date of such other termination (other than for Cause) as contemplated above in this subclause (v)) of the person to whom the Stock Option was granted, it shall continue to become exercisable over the period of three years following the employment termination date (subject to the stated term of the option, or on such accelerated or other basis as the Committee shall at any time determine and after giving effect to any accelerated vesting set forth in subclause (i) above), on the same basis as if such person had not retired. |
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(vi) | Other Termination. If the employment of such person terminates for any reason other than death, Disability, Normal Retirement, Special Service Retirement or for Cause, and at a time when such person has not satisfied the requirements for Normal Retirement or Special Service Retirement, the Outstanding Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three months (or such other period as may be specified under the terms of the Stock Option) from the date of termination of employment or until the expiration of the stated term of the option, if earlier. Notwithstanding any other provision of this Section 6(b)(i) through (v), if the employment of such person terminates or is terminated for Cause, all outstanding Stock Options previously granted to such person (whether or not exercisable) shall immediately terminate. |
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Unless the Committee expressly provides otherwise, each Stock Option shall terminate and cease to be outstanding as follows: (A) in the event of any termination of employment by any person who has not satisfied the requirements for Special Service Retirement, any portion of the Outstanding Stock Option that is not exercisable immediately prior to such termination of employment (determined after taking into account any applicable acceleration) shall terminate and cease to be outstanding upon such termination; (B) in the case of a Special Service Retirement, any portion of the Outstanding Stock Option that has not become exercisable by the last day of the applicable post-retirement vesting period under clause (v) above shall terminate and cease to be outstanding at the end of such period; and (C) to the extent not earlier exercised, forfeited or terminated, and after giving effect to any settlement pursuant to Section 6(f), any outstanding portion of the Stock Option (whether or not exercisable) shall terminate and cease to be outstanding upon expiration of any applicable post-termination of employment exercise period or upon the expiration of the stated term of the option, if earlier.
Stock Options that are exercisable may be exercised only by the person to whom the Stock Option was granted during such person’s lifetime. In the event of such person’s death, Stock Options that are exercisable may be exercised by his or her legal representative, legatee or such other person as permitted by administrative procedures under the 2025 Plan or as otherwise approved by the Committee. If applicable, Stock Options may also be settled in accordance with Section 6(f).
(c) Method of Exercise. The person holding a Stock Option may exercise the Stock Option in whole or in part in accordance with and subject to such exercise procedures as the Committee may from time to time establish, each of which shall require, as the Committee determines, delivery to the Committee of the full purchase price plus (as provided in Section 13(d)) any taxes required to be withheld in connection with the exercise, or delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay such purchase price and taxes, for the portion of Stock Option so exercised. If so permitted by the Committee in its discretion and subject to such limitations and restrictions as the Committee may impose, payment in full or in part of the exercise price or payment of withholding taxes (as provided in Section 13(d)) may also be made in the form of shares of Stock not then subject to restrictions under any Company 2025 Plan, including shares of Stock that would otherwise be delivered under such Stock Option. The person holding a Stock Option shall have the rights of a shareholder (including, but not limited to, rights to receive dividends) only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.
(d) Non-transferability of Options. No ISO (and, except as determined by the Committee, no NSO) shall be transferable by the person to whom such Stock Option was granted otherwise than by will or by the laws of descent and distribution, and all ISOs (and, except as determined by the Committee, all NSOs) shall be exercisable during the lifetime of the person to whom such Stock Options were granted only by such person. Transfers of NSOs, if any, permitted by the Committee shall be limited to gratuitous transfers (transfers not for value).
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Where an NSO is permitted by the Committee to be transferred, references in the 2025 Plan to the “person to whom the Stock Option was granted” and similar terms shall be construed, as the Committee in its discretion deems appropriate, to include any permitted transferee to whom the Stock Option is transferred.
(e) Form of Settlement. Subject to Section 13(a) and Section 13(e) below, shares of Stock issued upon exercise of a Stock Option shall be free of all restrictions under the 2025 Plan, except as provided in the following sentence. The Committee may provide at time of grant that the shares to be issued upon the exercise of a Stock Option shall be in the form of Restricted Stock, or may reserve the right to so provide after time of grant.
(f) Automatic Settlement. Except as otherwise provided by the Committee and subject to such limitations as the Committee may prescribe, if a Stock Option granted on or after January 31, 2009 remains unexercised on the date it would otherwise have expired and if on such date the Fair Market Value of the shares subject to the Stock Option exceeds the aggregate consideration that would have been required to have been paid to purchase such shares had the Stock Option been exercised, the person then holding the Stock Option shall be deemed to have requested, and the Committee shall be deemed to have approved, a cancellation of such Stock Option in accordance with the first sentence of this Section 6(f) and the amount payable pursuant to the first sentence of this Section 6(f) shall be paid in the form of shares of Stock in accordance with the first sentence of this Section 6(f). The Committee may provide that the automatic settlement provision set forth in the foregoing sentence applies to a Stock Option granted prior to January 31, 2009.
(g) SARs. An SAR is an award entitling the recipient to receive an amount in cash or shares of Stock (or in any other form of payment acceptable to the Committee) or a combination thereof having a value determined by reference to (and not to exceed) the excess of the Fair Market Value of a share of Stock on the date of exercise over the Fair Market Value of a share of Stock on the date of grant (or over the option exercise price, if the SAR was granted in tandem with a Stock Option). The Committee shall determine all terms of SARs granted under the 2025 Plan. SARs may be granted in tandem with, or independently of, any Stock Option granted under the 2025 Plan. Any SAR granted in tandem with ISOs shall comply with the ISO rules relating to tandem SARs. The Committee may at any time accelerate the exercisability of all or any portion of any SAR.
SECTION 7. OTHER STOCK-BASED AWARDS.
(a) Nature of Stock Awards. Awards under this Section 7 include Awards other than Stock Options or SARs that entitle the recipient to acquire for a purchase price (which may be zero) shares of Stock subject to restrictions under the 2025 Plan (including a right on the part of the Company during a specified period to repurchase such shares at their original purchase price, or to require forfeiture if the purchase price was zero, upon the Participant’s termination of employment) determined by the Committee or as set forth in Participant’s stock award agreement (“Restricted Stock”); Awards that entitle the recipient, with or without payment, to the future delivery of shares of Stock, subject to such conditions and restrictions as may be determined by the Committee (“Stock Units”); and other Awards (excluding Stock Options or SARs) under which Stock may be acquired or which are otherwise based on the value of Stock.
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(b) Rights as a Shareholder. A Participant shall have all the rights of a shareholder, including voting and dividend rights, (i) only as to shares of Stock received by the Participant under an Other Stock-based Award, and (ii) in any case, subject to such nontransferability restrictions, Company repurchase or forfeiture rights, and other conditions as are made applicable to the Award.
(c) Restrictions. The Committee may determine the conditions under which an Other Stock-based Award, or Stock acquired under an Other Stock-based Award, shall be forfeited, and may at any time accelerate, waive or, subject to Section 10, amend any or all of such limitations or conditions. Each Other Stock-based Award shall specify the terms on which such Award or the shares under such Award shall vest (become free of restrictions under the 2025 Plan), which may include, without limitation, terms that provide for vesting on a specified date or dates, vesting based on the satisfaction of specified performance conditions, and accelerated vesting in the event of termination of employment under specified circumstances. The Committee shall take such steps as it determines to be appropriate to reflect any restrictions applicable to an Other Stock-based Award or the shares thereunder and to facilitate the recovery by the Company of any such Award or shares that are forfeited.
Notwithstanding the foregoing but subject to Section 3(a)(ii)(C) and subject to the following provisions of this paragraph, no grants of Full Value Awards shall specify a vesting date that is less than three years from the date of grant other than (i) grants made in connection with a Participant’s commencement of employment with the Company or any Subsidiary; (ii) Performance Awards, the vesting of which is set by reference to a performance period of at least one year; (iii) Awards that specify full vesting in no less than three years and partial vesting at a rate no faster than one-third of the Award each year; and (iv) Awards to Eligible Directors under Section 7(e). Acceleration of vesting of a Full Value Award (whether pursuant to the original terms of an Award or otherwise) in the event of death, disability, retirement or a Change of Control shall not be taken into account in determining whether the Full Value Award complies with the foregoing vesting limitations.
Except as otherwise determined by the Committee, if the employment by the Company and its Subsidiaries of a person to whom an Other Stock-based Award has been granted terminates for any reason, (i) any shares of Restricted Stock that are not then vested (taking into account any accelerated vesting applicable to such shares under the terms of the Award or otherwise) shall be resold to the Company at their purchase price or forfeited to the Company if the purchase price was zero and (ii) any Other Stock-based Award that is not then vested (taking into account any accelerated vesting applicable to such Award under the terms of the Award or otherwise) shall immediately terminate. The Committee at any time may accelerate the vesting date or dates for an Other Stock-based Award or for Restricted Stock, if any, granted thereunder and may otherwise waive or, subject to Section 10, amend any conditions of the Award. Neither the Committee nor the Company shall be liable for any adverse tax or other consequences to a Participant from any such acceleration, waiver, or amendment.
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(d) Dividends; Dividend Equivalents. A Participant’s rights under an Other Stock-based Award to dividends (or dividend equivalent payments, in the case of an Other Stock-based Award, if any, other than Restricted Stock, that is subject to vesting conditions and as to which the Committee has made provision for such payments) shall be treated as unvested so long as such Award remains unvested (the “restricted period”), and any such dividends or dividend equivalent payments that would otherwise have been paid during the restricted period shall instead be accumulated and paid following the date on which such Award is determined by the Company to have vested (in such timeframe as established by the Committee).
(e) Annual Deferred Stock Awards, Additional Deferred Stock Awards and Dividend Awards for Eligible Directors.
(i) | Accounts. The Company shall establish and maintain an Account in the name of each Eligible Director to which the Annual Deferred Stock Awards, Additional Deferred Stock Awards and Dividend Awards shall be credited. |
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(ii) | Annual Awards. On the date of each Annual Meeting, each Eligible Director who is elected a Director at such Annual Meeting shall automatically and without further action by the Board or Committee be granted an Annual Deferred Stock Award as provided in subsection (iv) and an Additional Deferred Stock Award as provided in subsection (v). On each date other than the date of an Annual Meeting on which an Eligible Director is first elected a Director by the Board, the Eligible Director then so elected shall automatically and without further action by the Board or Committee be granted a prorated Annual Deferred Stock Award as provided in subsection (iv) and a prorated Additional Deferred Stock Award as provided in subsection (v). The grant of each Annual Deferred Stock Award and Additional Deferred Stock Award shall entitle each recipient, automatically and without further action by the Board or the Committee, to Dividend Awards as provided in subsection (vi). |
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(iii) | Nature of Awards. Each Annual Deferred Stock Award, Additional Deferred Stock Award and Dividend Award shall be an Other Stock-based Award subject to the terms of this 2025 Plan and shall constitute an unfunded and unsecured promise of the Company to deliver in the future to such Eligible Director, without payment, the number of shares of Stock in the amounts and at the times hereinafter provided. The shares of Stock notionally credited to the Accounts of Eligible Directors shall be notional shares only and shall not entitle the Eligible Director to any voting rights, dividend or distribution or other rights except as expressly set forth herein. Nothing herein shall obligate the Company to issue or set aside shares of Stock, in trust or otherwise, to meet its contractual obligations hereunder. |
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(iv) | Annual Deferred Stock Award. In respect of each Annual Deferred Stock Award granted on the date of an Annual Meeting, the Company shall credit to each Eligible Director’s Account, effective as of the date of such Annual Meeting, the number of notional shares of Stock, including any fractional share, equal to an amount determined by the Board (subject to the limit contained in Section 3(a)(iii)) divided by the Fair Market Value of a share of Stock on the date of such Annual Meeting. In respect of each Annual Deferred Stock Award granted on a date other than the date of an Annual Meeting, the Company shall credit to the Account of the Eligible Director first elected on such date the number of notional shares of Stock, including any fractional share, equal to (i) an amount determined by the Board (subject to the limit contained in Section 3(a)(iii)) divided by the Fair Market Value of a share of Stock on the date of such first election multiplied by (ii) the quotient (not greater than one) obtained by dividing (A) the number of days starting with the date of such first election and ending on the day first preceding the anticipated date of the next Annual Meeting, by (B) 365. |
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(v) | Additional Deferred Stock Award. In addition to the Annual Deferred Stock Award, the Company shall credit to the Account of each Eligible Director, effective as of the date that any Annual Deferred Stock Award is credited to such Account, an Additional Deferred Stock Award covering the same number of shares as are covered by such Annual Deferred Stock Award determined in the same manner prescribed in subsection (iv) above. |
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(vi) | Dividend Awards. Except as otherwise determined by the Committee, and subject to and in accordance with such rules that may be prescribed by the Committee for crediting dividends with respect to shares allocated to the Eligible Director’s Account, the Company shall credit (each such credit, a “Dividend Award”) the Account of each Eligible Director on the date of each Annual Meeting and on the date on which an Eligible Director ceases to be a Director if not the date of an Annual Meeting with a number of notional shares of Stock, including any fractional share, equal to (i) plus (ii), divided by (iii), where: |
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(vii) | Vesting. Each Annual Deferred Stock Award, and any Dividend Awards in respect of Annual Deferred Stock Awards, shall vest immediately upon grant and be non-forfeitable. Unless earlier vested pursuant to Section 12, each Additional Deferred Stock Award, and any Dividend Awards in respect of Additional Deferred Stock Awards, shall vest and become non-forfeitable on the date immediately preceding the date of the Annual Meeting next succeeding the date of grant of such Award, provided, that the recipient is still a Director on such date. Upon termination of an Eligible Director’s service as a Director for any reason, the Eligible Director shall forfeit any then unvested Additional Deferred Stock Award and any Dividend Awards in respect of then unvested Additional Deferred Stock Awards (determined after taking into account any acceleration of vesting pursuant to Section 12). |
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(viii) | Delivery. With respect to any Annual Deferred Stock Awards, unless otherwise determined by the Committee, the Company shall deliver to an Eligible Director (or a former Eligible Director) the number of shares of Stock, rounded up to the next full share, represented by notional shares of Stock credited to the Account of such Eligible Director in respect of Annual Deferred Stock Awards (including any Dividend Awards made in respect of such Annual Deferred Stock Awards) at the earlier of the following : (x) immediately prior to a Change of Control or (y) not later than sixty (60) days following the Eligible Director’s death or earlier separation from service (as determined under the regulations under Section 409A of the Code). With respect to any vested Additional Deferred Stock Award, unless otherwise determined by the Committee, absent an election to defer delivery of the shares of Stock subject to such Award pursuant to subsection (ix) below, the Company shall deliver to an Eligible Director the number of shares of Stock, rounded up to the next full share, represented by notional shares of Stock credited to the Account of such Eligible Director in respect of such Additional Deferred Stock Award (including any Dividend Awards made in respect of such Additional Deferred Stock Award) within sixty (60) days following the date of vesting pursuant to subsection (vii) above or, if earlier and if so provided in accordance with the terms of the applicable Award pursuant to Section 12, immediately prior to a Change of Control. In the event of a termination by reason of death, such shares of Stock shall be delivered to such beneficiary or beneficiaries designated by the Eligible Director in writing in such form, and delivered prior to his or her death to such person at the Company, as specified by the Company or, in the absence of such a designation, to the legal representative of Eligible Director’s estate, legatee or such other person as permitted by administrative procedures under the 2025 Plan or as otherwise approved by the Committee. |
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(ix) | Deferral of Delivery of Additional Deferred Stock Awards; Redeferral. By filing a written notice to the Company in such form, and delivered to such person at the Company, as specified by the Company, an Eligible Director may irrevocably elect to defer receipt of the delivery of shares of Stock representing all or a portion of the notional shares of Stock subject to any Additional Deferred Stock Award (including any Dividend Awards made in respect of such notional shares) such that those shares are delivered as soon as practicable and in all events within sixty (60) days following the Eligible Director’s death or earlier separation from service (as determined under the regulations under Section 409A of the Code); except that if so provided in accordance with the terms of the applicable Award, such shares shall instead be delivered immediately prior to any earlier occurrence of a Change of Control. Any election made pursuant to this subsection (ix) must be submitted with respect to any Additional Deferred Stock Award (A) in the case of the Additional Deferred Stock Award granted on the date an Eligible Director is first elected as a Director, no later than 30 days after the date of such Eligible Director’s election to the Board or (B) in the case of any other Additional Deferred Stock Award, no later than December 31 of the calendar year preceding the calendar year in which such Award is granted, or (C) at such other time as is necessary to satisfy the requirements of Section 409A of the Code, as determined by the Committee. The Committee may permit a redeferral of any Annual Deferred Stock Award or Additional Deferred Stock Award subject to and in accordance with such rules that it may prescribe. |
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SECTION 8. PERFORMANCE AWARDS.
(a) Nature of Performance Awards. A Performance Award is an award entitling the recipient to acquire cash or shares of Stock, or a combination of cash and Stock, upon the attainment of one or more specified performance goals. If the grant, vesting, or exercisability of a Stock Option, SAR, or Other Stock-Based Award is conditioned upon attainment of any Performance Criteria, it shall be treated as a Performance Award for purposes of this Section and shall be subject to the provisions of this Section in addition to the provisions of the 2025 Plan applicable to such form of Award.
(b) Terms of Performance Awards. The Committee in its sole discretion shall determine the performance goals applicable under each such Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the Award. Performance Awards may be granted independently or in connection with the granting of other Awards.
(c) Rights as a Shareholder. A Participant shall have all the rights of a shareholder, including voting and dividend rights, (i) only as to shares of Stock received by the Participant under a Performance Award, and (ii) in any case, subject to such nontransferability restrictions, Company repurchase or forfeiture rights, and other conditions as are made applicable to the Award. Notwithstanding the foregoing and for the avoidance of doubt, in the case of any Performance Award that is also an Other Stock-based Award, the limitations of Section 7(d) (providing that rights to dividends and dividend equivalents shall remain unvested until the underlying Stock or rights to Stock are vested) shall apply to any right to dividends or dividend equivalent payments hereunder
(d) Termination. Except as may otherwise be provided by the Committee, a Participant’s rights in all Performance Awards shall automatically terminate upon the Participant’s termination of employment by the Company and its Subsidiaries for any reason (including death)
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(e) Acceleration, Waiver, etc. The Committee may in its sole discretion accelerate, waive or, subject to Section 10, amend any or all of the goals, restrictions or conditions imposed under any Performance Award. Neither the Committee nor the Company shall be liable for any adverse tax or other consequences to a Participant from any such acceleration, waiver, or amendment.
SECTION 9. TERMINATION OF EMPLOYMENT; TRANSFER; LEAVE OF ABSENCE.
For purposes of the 2025 Plan, and subject to and in accordance with such rules that may be prescribed by the Committee, the following events shall not be deemed a termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;
(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, unless otherwise determined by the Committee.
For purposes of the 2025 Plan, the employees of a Subsidiary of the Company shall be deemed to have terminated their employment on the date on which such Subsidiary ceases to be a Subsidiary of the Company unless in connection with such event the employee continues to be employed by the Company or another Subsidiary. Subject to the foregoing, except as otherwise provided by the Committee and subject to and in accordance with such rules that may be prescribed by the Committee, an individual’s employment with the Company and its Subsidiaries shall be considered to have terminated on the last day of his or her actual employment, whether such day is determined by agreement between the Company or a Subsidiary and the individual or unilaterally, and whether such termination is with or without notice, and no period of advance notice, if any, that is or ought to have been given under applicable law in respect of such termination of employment shall be taken into account in determining the individual’s entitlements, if any, under the 2025 Plan or any Award.
Notwithstanding the foregoing, in the case of any Award that is subject to the requirements of Section 409A of the Code, “termination of employment” shall mean a separation from service (as determined under the regulations under Section 409A of the Code, after giving effect to the presumptions contained therein).
For the avoidance of doubt, nothing in this Section 9 shall be construed as limiting the Committee’s authority to specify Award terms that provide for forfeiture or other consequences in connection with an event other than termination of employment.
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SECTION 10. AMENDMENTS AND TERMINATION.
The Board or the Committee may at any time amend or discontinue the 2025 Plan and the Committee may at any time amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially adversely affect rights under any outstanding Award without the holder’s consent. However, no such amendment shall be effective unless approved by stockholders if it would (i) reduce the exercise price of any Stock Options previously granted hereunder or otherwise constitute a repricing requiring stockholder approval under applicable New York Stock Exchange rules or the rules of any successor exchange, or (ii) provide for a Participant to receive any payment or other consideration upon the termination or cancellation of any Stock Option or SAR pursuant to the provisions of this Section 10 if the exercise price of such Stock Option or SAR is equal to or greater than the Fair Market Value of a share of Stock on the date of such termination or cancellation, or (iii) otherwise require stockholder consent under applicable law (including the Code), regulation, guidance or any listing standard for any stock exchange on which the Stock is traded, as determined by the Committee.
Notwithstanding any provision of this 2025 Plan, the Board or the Committee may at any time adopt such modifications, procedures, sub2025 Plans and forms of Award as it determines to be necessary or desirable to comply with the laws or regulatory requirements of foreign countries or to facilitate 2025 Plan administration with respect to Participants performing services in such countries, consistent with the objectives of the 2025 Plan.
SECTION 11. STATUS OF 2025 PLAN.
With respect to the portion of any Award which has not been exercised and any payments in cash, stock or other consideration not received by a Participant, a Participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provision of the foregoing sentence.
SECTION 12. CHANGE OF CONTROL PROVISIONS.
As used herein, a Change of Control and related definitions shall have the meanings set forth in Exhibit A to this 2025 Plan.
Except as otherwise expressly provided in an Award or other agreement or by the Committee, the following provisions shall apply in the event of a Change of Control:
(a) Assumption or Substitution. If the Change of Control is one in which there is an acquiring or surviving entity, the Committee may provide for (i) the assumption or continuation of some or all outstanding Awards or any portion thereof or (ii) the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.
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(b) Cash-Out of Awards. The Committee may provide for payment (a “cash-out”), with respect to some or all Awards or any portion thereof (including only the vested portion thereof, with the unvested portion terminating without payment due as provided in Section 12(d)), equal in the case of each applicable Award or portion thereof to the excess, if any, of (i) the fair market value of one share of Stock multiplied by the number of shares of Stock subject to the Award or such portion, minus (ii) the aggregate exercise or purchase price, if any, of such Award or such portion thereof (or, in the case of a SAR, the aggregate base value above which appreciation is measured), in each case, on such payment and other terms and subject to such conditions (which need not be the same as the terms and conditions applicable to holders of Stock generally), as the Committee determines, including that any amounts paid in respect of such Award in connection with the Change of Control be placed in escrow or otherwise made subject to such restrictions as the Committee deems appropriate. For the avoidance of doubt, if the per share exercise or purchase price (or base value) of an Award or portion thereof is equal to or greater than the fair market value of one share of Stock, as determined by the Committee, such Award or portion may be cancelled with no payment due hereunder or otherwise in respect thereof.
(c) Acceleration of Certain Awards. The Committee may provide that any Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Committee, following the exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Change of Control.
(d) Termination of Awards upon Consummation of Change of Control. Except as the Committee may otherwise determine, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately upon the consummation of the Change of Control, other than (i) any Award that is assumed, continued or substituted for pursuant to Section 12(a) and (ii) any Award that by its terms, or as a result of action taken by the Committee, continues following the Change of Control.
(e) Uniform Treatment. For the avoidance of doubt, the Committee need not treat Participants or Awards (or portions thereof) in a uniform manner, and may treat different Participants and/or Awards differently, in connection with a Change of Control.
The Committee may at any time prior to or after a Change of Control accelerate the exercisability of any Stock Options and may waive restrictions, limitations and conditions on Other Stock-based Awards (including without limitation Restricted Stock) and Performance Awards to the extent it shall in its sole discretion determine.
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SECTION 13. GENERAL PROVISIONS.
(a) No Distribution; Compliance with Legal Requirements, etc. The Committee may require each person acquiring shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No shares of Stock shall be issued pursuant to an Award until all applicable securities law and other applicable legal and stock exchange requirements have been satisfied as determined by the Committee. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate. The Committee reserves the right to impose such requirements on participation in the 2025 Plan and any Award hereunder or shares of Stock acquired hereunder to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the 2025 Plan.
(b) References to Employment. Wherever reference is made herein to “employee,” “employment” (or correlative terms), except in Section 4, the term shall include, if so determined by the Committee, both common law employees and others.
(c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this 2025 Plan shall prevent the Board or the Committee from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. Neither the adoption of the 2025 Plan nor the grant of any Award hereunder shall (i) confer upon any employee any right to continued employment or service with the Company or a Subsidiary or to receive other Awards under the 2025 Plan, or (ii) interfere in any way with the right of the Company or a Subsidiary to terminate, or alter the terms of, the employment of any of its employees at any time. In no event shall any Awards be considered part of a Participant’s employment contract, be taken into account for purposes of any pension or retirement entitlement (except as expressly set forth in the 2025 Plan providing for such pension or retirement entitlement) or result in the inclusion of the value of any grants of any Awards in the calculation of any severance payments upon a termination of employment.
(d) Tax Withholding, etc. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the Participant for U.S. Federal or other income tax purposes or as wages subject to employment taxes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any national, federal, state, or local taxes of any kind required by law to be withheld with respect to such income or wages. The Company in its discretion may, but need not, satisfy any withholding obligation by withholding a portion of the shares of Stock to be delivered to a Participant hereunder up to the maximum extent permitted under the 2025 Plan. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes, or other legally or contractually required withholdings, from any payment of any kind otherwise due to the Participant. The Company may withhold or otherwise administer the 2025 Plan to comply with tax obligations under any applicable foreign laws. The Company is under no obligation to structure the terms of any Award to reduce or eliminate a Participant’s liability for taxes or other amounts due to achieve any particular tax result.
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The Committee may provide, in respect of any transfer of Stock under an Award, that if and to the extent withholding of any national, state or local tax is required in respect of such transfer or vesting, the Participant may elect, at such time and in such manner as the Committee shall prescribe, to (i) surrender to the Company Stock not then subject to restrictions under any Company 2025 Plan or (ii) have the Company hold back from the transfer or vesting Stock having a value calculated to satisfy such withholding obligation. The amount of any Stock surrendered under clause (i) or held back by the Company under clause (ii) shall be subject to any limitations required to avoid adverse accounting treatment under applicable accounting principles (including FASB ASC Topic 718 or any successor provision).
Except as otherwise expressly provided by the Committee in any case, all Awards under the 2025 Plan that are not exempt from the requirements of Section 409A of the Code shall be construed to comply with the requirements of Section 409A of the Code and any discretionary authority of the Committee or the Company with respect to an Award that is intended to be exempt from or in compliance with the requirements of Section 409A of the Code shall be exercised in a manner that is consistent with such intent. Notwithstanding the foregoing, neither the Company nor any Subsidiary, nor any officer, director or employee of the Company or any Subsidiary, nor the Board or the Committee or any member of either, shall be liable to the Participant or any beneficiary of a Participant by reason of any additional tax (whether or not under Section 409A of the Code), including any interest or penalty, or any other adverse tax or other consequence (A) resulting from any exercise of discretion or other action or failure to act by any of the Company, any Subsidiary, any such officer, director or employee, or the Board or the Committee, including without limitation, any acceleration of vesting under Section 6(b), settlement of a Stock Option under Section 6(f) or acceleration, waiver or amendment of an Award under Section 7(c) or 8(e), or (B) by reason of the failure of an Award to qualify for an exemption from, or to comply with the requirements of, Section 409A of the Code, or for any cost or expense incurred in connection with any action by any taxing authority related to any of the foregoing.
(e) Deferral of Awards. Participants may elect to defer receipt of Awards or vesting of Awards in such cases and to such extent, if any, as the Committee may determine at or after the grant date
(f) Transfer and Other Restrictions. In addition to the restrictions on transfer that apply to Stock Options under Section 6(d), no Award may be sold, assigned, transferred (except for transfers by will or by the laws of descent and distribution), pledged, or otherwise encumbered or disposed of except as specifically provided herein or as otherwise permitted by the Committee. In addition, all Awards shall be subject to applicable prohibitions under Company policy regarding the use of Awards for pledging (including, for the avoidance of doubt, as collateral for a loan or in a margin account) or in any hedging or derivative transactions.
(g) Acceptance of Terms and Conditions. The Committee may condition the grant, vesting, exercisability or other full enjoyment of any Award under the 2025 Plan on the Participant’s acceptance of all the terms and conditions thereto on the timeframe specified by, and in such form as is acceptable to, the Committee.
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(h) Governing Law. Awards and shares of Stock will be granted, issued and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case, as determined by the Committee. Except as otherwise provided herein or by the express terms of an Award, the provisions of the 2025 Plan and of Awards and the rights and obligations of the Company, Subsidiaries and Participants hereunder and thereunder shall be governed by and construed in accordance with the domestic substantive laws of the state of Wyoming without giving effect to any choice or conflict of laws provision or any rule that would result in the application of the domestic substantive laws of any other jurisdiction.
(i) Dispute Resolution. By accepting or being deemed to have accepted an Award under the 2025 Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the 2025 Plan or any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will not be tried before a court or a jury. By accepting (or being deemed to have accepted) an Award under the 2025 Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the 2025 Plan, the Company and a Participant agree to submit any dispute arising under the terms of the 2025 Plan or any Award first to good-faith negotiations, second to mediation and finally to binding as a condition of receiving an Award hereunder, under the rules of the American Arbitration Association then in full force and effect.
(j) Forfeiture and Recoupment. Awards shall be subject to forfeiture and/or repayment to the Company to the extent and in the manner required (i) under the terms of the Company’s Policy for Recovery of Executive Officer Incentive Compensation, to the extent applicable to the Participant, or under the terms of such compensation recovery or recoupment policy, if any, as may be adopted by the Company and applicable to the Participant; and (ii) under such other forfeiture and/or recoupment provisions set forth in an Award agreement, or other terms of an Award, under the 2025 Plan.
(k) Data Privacy. Subject to any specific data privacy terms set out in an applicable Award agreement, by accepting or being deemed to have accepted an Award under the 2025 Plan, each Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s Personal Data (as described below) by and among, as applicable, the Company and any Subsidiary or third parties as may be selected by the Company, for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the 2025 Plan. The Company and any Subsidiary or designated third parties may hold personal information about a Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any Subsidiary, details of all Awards or Stock awarded, canceled, vested, settled, unvested or outstanding in the Participant’s favor (“Personal Data”). Each Participant understands that Personal Data may be transferred to any Subsidiary or third parties assisting in the implementation, administration and management of the 2025 Plan, that these recipients may be located in the United States, the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock 2025 Plan administrator assisting with the 2025 Plan, to its legal counsel and tax/accounting advisor(s), and to the Subsidiary that is the Participant’s employer and its payroll provider.
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SECTION 14. DEFINITIONS.
The following terms shall be defined as set forth below:
(a) “Account” means a bookkeeping account established and maintained under Section 7(e) in the name of each Eligible Director to which Annual Deferred Stock Awards, Additional Deferred Stock Awards, and Dividend Awards are credited hereunder.
(b) “Act” means the Securities Exchange Act of 1934.
(c) “Additional Deferred Stock Award” means an Award granted to an Eligible Director pursuant to Section 7(e)(v).
(d) “Annual Deferred Stock Award” means an Award granted to an Eligible Director pursuant to Section 7(e)(iv).
(e) “Annual Meeting” shall mean the annual meeting of stockholders of the Company.
(f) “Award” or “Awards” except where referring to a particular category of grant under the 2025 Plan shall include Stock Options, SARs, Stock Awards, Other Stock-based Awards and Performance Awards.
(g) “Board” means the Board of Directors of the Company.
(h) “Cause” means (i) as to any Participant who at the relevant time is party to an employment, severance, or similar agreement with the Company or a Subsidiary that is approved by the Committee and contains a definition of “cause” (including any similar term used in connection with a for-cause involuntary termination), the definition set forth in such agreement, and (ii) in every other case, except as provided by the Committee or as set forth in an Award agreement under the 2025 Plan, a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or a Participant’s willful misconduct or dishonesty, any of which is directly harmful to the business or reputation of the Company or any Subsidiary. A termination for Cause shall also be deemed to have occurred in circumstances that in the sole determination of the Committee would have constituted grounds for the Participant’s employment to be terminated for Cause.
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(i) “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.
(j) “Committee” means the Committee referred to in Section 2.
(k) “Company” is defined in Section 1.
(l) “Director” means a member of the Board.
(m) “Disability” means disability as determined in accordance with standards and procedures similar to those used under the Company’s long term disability program. The Committee shall have the authority to deem an inactive employee as having been terminated by reason of Disability.
(n) “Dividend Award” means an Award granted to an Eligible Director pursuant to Section 7(e)(vi).
(o) “Effective Date” is defined in Section 1.
(p) “Eligible Director” means a Director who is not employed by the Company or by any Subsidiary.
(q) “Fair Market Value” on any given date means the last sale price regular way at which Stock is traded on such date as reflected in the New York Stock Exchange Composite Index (or any successor index determined by the Committee) or, where applicable, the value of a share of Stock as determined by the Committee in accordance with the applicable provisions of the Code.
(r) “Full Value Award” means an Award other than a Stock Option or an SAR.
(s) “Independent Director” means a Director who is a Non-Employee Director and an “independent director” within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual (or any successor rule) or under such other applicable standard as the New York Stock Exchange (or any successor exchange) may establish pursuant to its rule-making authority.
(t) “ISO” means a Stock Option intended to be and designated as an “incentive stock option” as defined in the Code.
(u) “Non-Employee Director” shall have the meaning set forth in Rule 16b-3(b)(3) promulgated under the Act, or any successor definition under the Act.
(v) “NSO” means any Stock Option that is not an ISO.
(w) “Normal Retirement” means, subject to and in accordance with such rules that may be prescribed by the Committee, retirement from active employment with the Company and its Subsidiaries at or after age 65 with at least five years of service for the Company and its Subsidiaries. For purposes of determining whether a retirement is a Normal Retirement, years of service shall be determined by the Committee; provided, that, except as otherwise provided by the Committee, periods of service for an entity prior to the date the entity becomes a Subsidiary will not be treated as service.
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(x) “Other Stock-based Award” means an Award of one of the types described in Section 7.
(y) “Participant” means a participant in the 2025 Plan.
(z) “Performance Award” means an Award described in Section 8.
(aa) “Performance Criteria” means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. Performance Criteria may be based on any one or any combination of the criteria described in this definition. Each Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss and may be applied to a Participant individually, or to a business unit or division of the Company or to the Company as a whole. Each Performance Criterion may be based on objectively determinable or qualitative measures of performance, may be measured on an absolute basis or relative to one or more comparators, including one or more companies or indices, and may be determined on a consolidated, divisional, line of business, project, geographical or individual responsibilities basis. Each Performance Criterion may also be based on strategic objectives, individual performance and/or subjective performance criteria. The Committee may provide that one or more of the Performance Criteria applicable to such Award will be adjusted in a manner to reflect events (for example, but without limitation, acquisitions or dispositions, divestitures, extraordinary items, other unusual or non-recurring items and/or changes in accounting principles) occurring during the performance period that affect the applicable Performance Criterion or Criteria. Nothing herein shall be construed as limiting the Committee’s authority to reduce or eliminate a Performance Award (including, without limitation, by restricting vesting under any such Award) that would otherwise be deemed to have been earned.
(bb) “2025 Plan” is defined in Section 1.
(cc) “Restricted Stock” is defined in Section 7(a).
(dd) “Stock Award” means an award described in Section 7.
(ee) “SAR” means an Award described in Section 6(g).
(ff) “Stock Unit” is defined in Section 7(a).
(gg) “Share Limit” is defined in Section 3(a).
(hh) “Special Service Retirement” means, subject to and in accordance with such rules that may be prescribed by the Committee, retirement from active employment with the Company and its Subsidiaries (i) at or after age 60 with at least twenty years of service for the Company and its Subsidiaries, or (ii) at or after age 65 with at least ten years of service for the Company and its Subsidiaries. For purposes of determining whether a retirement is a Special Service Retirement, years of service shall be determined by the Committee; provided, that, except as otherwise provided by the Committee, periods of service for an entity prior to the date the entity becomes a Subsidiary will not be treated as service.
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(ii) “Stock” means the Common Stock, $.0001 par value, of the Company, subject to adjustments pursuant to Section 3.
(jj) “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 6.
(kk) “Subsidiary” means any corporation or other entity (other than the Company) in an unbroken chain beginning with the Company if each of the entities (other than the last entity in the unbroken chain) owns stock or other interests possessing 50% or more of the total combined voting power of all classes of stock or other interest in one of the other corporations or other entities in the chain.
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EXHIBIT A
DEFINITION OF “CHANGE OF CONTROL”
“Change of Control” shall mean the occurrence of any one of the following events:
(a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that if the Participant or a Participant Related Party is the Person or a member of a group constituting the Person acquiring control, a transaction shall not be deemed to be a Change of Control as to a Participant unless the Committee shall otherwise determine prior to such occurrence; or
(b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit 2025 Plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Board; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control as to a Participant if the Participant or a Participant Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or
(c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Board and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Board; or
(d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in such agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control as to a Participant if, immediately after such transaction, the Participant or any Participant Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by the Participant and any Participant Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), if such agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger, or consolidation contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger, or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).
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In addition, for purposes of this Exhibit A the following terms have the meanings set forth below:
“Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board shall expressly so determine in any future transaction or transactions.
A Person shall be deemed to be the “owner” of any Common Stock:
(i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or
(ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or
(iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989) has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.
“Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.
A “Participant Related Party” shall mean, with respect to a Participant, any affiliate or associate of the Participant other than the Company or a Subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).
Notwithstanding the foregoing, in any case where the occurrence of a Change of Control could affect the vesting of or payment under an Award subject to the requirements of Section 409A of the Code, the term “Change of Control” shall mean an occurrence that both (i) satisfies the requirements set forth above in this Exhibit A, and (ii) is a “change in control event” as that term is defined in the regulations under Section 409A of the Code.
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EXHIBIT 10.8
2025 STOCK REPURCHASE PLAN
VERI MEDTECH HOLDINGS, INC.
JUNE 27, 2025
Stock Repurchase Program: The 2025 Program authorizes the Company to repurchase up to 1,000,000 shares of its VRHI common stock on the open market, in privately negotiated transactions or otherwise at the Company’s sole discretion. The 2025 Program may be altered, suspended, or terminated at any time based on various factors including but not limited to market conditions, share price, alternative investment opportunities. The 2025 Program does not obligate or mandate the Company to make any stock purchases of any specific amount, supersedes any other program(s) and continues until terminated.
EXHIBIT 10.9
VERI MEDTECH HOLDINGS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
I. INTRODUCTION
A. Purpose
This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Veri Medtech Holdings, Inc. (the “Company” or “we”) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to these higher standards.
This Code applies to all of our directors, officers and other employees. We refer to all officers and other employees covered by this Code as “Company employees” or simply “employees,” unless the context otherwise requires. In this Code, we refer to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as our “principal financial officers.” In addition to governing conduct by employees, this Code governs how our employees interact with customers, competitors, and the numerous business providers (including suppliers, service providers, vendors, contractors, and agents) who assist the Company every day. Because we want our business providers, customers, and investors to understand how we do business and what they can expect of us, this Code appears on the Company website and is available to the public.
B. Seeking Help and Information
This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Company’s Human Resources Department.
C. Reporting Violations of the Code
All employees and directors have a duty to report any known or suspected violation of this Code, including violations of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor or the Company’s Human Resources Department. The Company’s Human Resources Department will work with you and your supervisor or other appropriate persons to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Human Resources Department directly.
D. Policy Against Retaliation
The Company prohibits retaliation against an employee or director who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee or director because the employee or director, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.
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E. Waivers of the Code
Any waiver of this Code for our directors, executive officers or other principal financial officers may be made only by our Board of Directors or Audit Committee, as appropriate, and will be disclosed to the public as required by law or the rules of The NYSE American Market, when applicable. Waivers of this Code for other employees may be made only by our Chief Executive Officer or Human Resources Department and will be reported to our Audit Committee. Any waiver granted shall not constitute a waiver for future purposes or bind the Company to grant any such waiver in the future.
II. CONFLICTS OF INTEREST
A. Identifying Potential Conflicts of Interest
Employees, officers and directors must act in the best interests of the Company. Identifying potential conflicts of interest may not always be clear-cut. The following situations might reasonably be expected to give rise to a conflict of interest and should be identified to, and addressed by, the Human Resources Department or the Board of Directors:
| · | Improper Personal Benefits. An employee or director obtaining any material (as to him or her) personal benefits or favors because of his or her position with the Company. Please see “Gifts and Entertainment” below for additional guidelines in this area. |
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| · | Financial Interests. An employee having a “material interest” (ownership or otherwise) in any company that the individual knows or suspects is a material customer, supplier or competitor of the Company and using his or her position to influence a transaction with such company. Whether an employee has a “material interest” will be determined by the Legal Department or the Board of Directors, as applicable, in light of all of the circumstances, including consideration of the relationship of the employee to the customer, supplier or competitor, the relationship of the employee to the specific transaction and the importance of the interest to the employee having the interest. |
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| · | Loans or Other Financial Transactions. An employee or director obtaining loans or guarantees of personal obligations from, or entering into any other personal financial transaction with, any company that the individual knows or suspects is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions. |
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| · | Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s or director’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters, parents, in-laws and children whether such relationships are by blood or adoption. |
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B. For purposes of this Code, a company is a “material” customer if the customer has made payments to the Company in the past year in excess of $200,000 or 5% of the Company’s gross revenues, whichever is greater. A company is a “material” supplier if the supplier has received payments from the Company in the past year in excess of $200,000 or 5% of the supplier’s gross revenues, whichever is greater. If you are uncertain whether a particular company is a material customer or supplier, please contact the Human Resources Department for assistance.
III. CONFIDENTIAL INFORMATION
Employees and directors have access to a variety of confidential information regarding the Company. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its collaborators, customers or suppliers. Employees and directors have a duty to safeguard all confidential information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees and directors should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees and directors who have a need to know such information to perform their responsibilities for the Company. An employee’s and director’s obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its collaborators, customers or suppliers and could result in legal liability to you and the Company.
For the avoidance of doubt, nothing contained in this Code limits or otherwise prohibits employees and directors from communicating, cooperating or filing a complaint with any federal, state or local governmental or law enforcement branch, agency, entity, commission or other governmental authority or instrumentality of competent jurisdiction (collectively, a “Governmental Entity”) with respect to possible violations of any federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law.
Any questions or concerns regarding whether disclosure of Company information is legally mandated should be promptly referred to the Company’s Human Resources Department.
IV. COMPETITION AND FAIR DEALING
All employees should endeavor to deal fairly with fellow employees and with the Company’s collaborators, licensors, customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. Employees should maintain and protect any intellectual property licensed from licensors with the same care as they employ with regard to Company-developed intellectual property. Employees should also handle the nonpublic information of our collaborators, licensors, suppliers and customers responsibly and in accordance with our agreements with them, including information regarding their technology and product pipelines.
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V. GIFTS AND ENTERTAINMENT
The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcomed courtesies designed to build relationships and understanding among business partners. Gifts and entertainment, however, should not compromise, or appear to compromise, your ability to make objective and fair business decisions. In addition, it is important to note that the giving and receiving of gifts are subject to a variety of laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering the marketing of products, bribery and kickbacks. You are expected to understand and comply with all laws, rules and regulations that apply to your job position.
It is your responsibility to use good judgment in this area. As a general rule, you may give or receive gifts or entertainment to or from collaborators, customers or suppliers only if the gift or
entertainment is infrequent, modest, intended to further legitimate business goals, in compliance with applicable law, and provided the gift or entertainment would not be viewed as an inducement to or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports.
If you conduct business in other countries, you must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. See the “Anti- Corruption Compliance and The Foreign Corrupt Practices Act” section of this Code for a more detailed discussion of our policies regarding giving or receiving gifts related to business transactions in other countries.
You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Human Resources Department, who may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or a principal financial officer for additional guidance.
Note: Gifts and entertainment may not be offered or exchanged under any circumstances to or with any employees of the U.S. government or state or local governments. If you have any questions about this policy, contact your supervisor or the Company’s Human Resources Department for additional guidance. For a more detailed discussion of special considerations applicable to dealing with the U.S., state and local governments, see “Interactions with Governments.”
VI. COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports, regulatory submissions and many other aspects of our business and guide our business decision-making and strategic planning. Company records include financial records, personnel records, records relating to our technology and product development, customer collaborations, manufacturing and regulatory submissions and all other records maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material respects. Each employee and director must follow any formal document retention policy of the Company with respect to Company records within such employee’s or director’s control. Please contact your supervisor or the Company’s Human Resources Department to obtain a copy of any such policy or with any questions concerning any such policy.
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VII. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
As a public company we are subject to various securities laws, regulations and reporting obligations. Both federal law and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.
The Company’s principal financial officers and other employees working in the finance department have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. These employees must understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.
VIII. COMPLIANCE WITH LAWS AND REGULATIONS
Each employee and director has an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Company’s Human Resources Department.
A. Interactions with the Government
The Company may conduct business with the U.S. government, state and local governments and the governments of other countries. The Company is committed to conducting its business with all governments and their representatives with the highest standards of business ethics and in compliance with all applicable laws and regulations, including the special requirements that apply to communications with governmental bodies that may have regulatory authority over our products and operations, such as government contracts and government transactions.
If your job responsibilities include interacting with the government, you are expected to understand and comply with the special laws, rules and regulations that apply to your job position as well as with any applicable standard operating procedures that the Company has implemented.
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If any doubt exists about whether a course of action is lawful, you should seek advice immediately from your supervisor and the Company’s Human Resources Department.
In addition to the above, you must obtain approval from the Company’s Chief Executive Officer or Human Resources Department for any work activity that requires communication with any member or employee of a legislative body or with any government official or employee. Work activities covered by this policy include meetings with legislators or members of their staffs or with senior executive branch officials on behalf of the Company. Preparation, research and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made. If any doubt exists about whether a given work activity would be considered covered by this provision, you should seek advice immediately from your supervisor and the Company’s Human Resources Department.
B. Political Contributions and Volunteer Activities
The Company encourages its employees and directors to participate in the political process as individuals and on their own time. However, federal and state contribution and lobbying laws severely limit the contributions the Company can make to political parties or candidates. It is Company policy that Company funds or assets not be used to make a political contribution to any political party or candidate, unless prior approval has been given by our Chief Executive Officer or Human Resources Department. The Company will not reimburse you for personal political contributions. When you participate in non-Company political affairs, you should be careful to make it clear that your views and actions are your own, and not made on behalf of the Company. Please contact the Company’s Human Resources Department if you have any questions about this policy.
C. Compliance with Antitrust Laws
Antitrust laws of the United States and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries, states or localities in which the Company conducts business. Violations of antitrust laws may result in severe penalties against the Company and its employees, including potentially substantial fines and criminal sanctions. You are expected to maintain basic familiarity with the antitrust principles applicable to your activities, and you should consult the Company’s Human Resources Department with any questions you may have concerning compliance with these laws.
1. Meetings with Competitors
Employees should exercise caution in meetings with competitors. Any meeting with a competitor may give rise to the appearance of impropriety. As a result, if you are required to meet with a competitor for any reason, you should obtain the prior approval of an executive officer of the Company. You should try to meet with competitors in a closely monitored, controlled environment for a limited period of time. You should create and circulate agendas in advance of any such meetings, and the contents of your meeting should be fully documented.
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2. Professional Organizations and Trade Associations
Employees should be cautious when attending meetings of professional organizations and trade associations at which competitors are present. Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose and are conducted in an open fashion, adhering to a proper agenda. At such meetings, you should not discuss the Company’s pricing policies or other competitive terms or any other proprietary, competitively sensitive information. You are required to notify your supervisor or the Company’s Human Resources Department prior to attending any meeting of a professional organization or trade association.
D. Compliance with Insider Trading Laws
Consistent with the Company’s Insider Trading Compliance Policy, the Company’s employees and directors are prohibited from trading in the stock or other securities of the Company while in possession of material nonpublic information about the Company. In addition, Company employees and directors are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell the Company’s stock or other securities on the basis of material non-public information. Employees and directors who obtain material non-public information about another company in the course of their duties are prohibited from trading in the stock or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Further, the Company’s employees and directors are prohibited from trading, or “tipping” others to trade, in the securities of any other company in the Company’s industry or the industry of a company that is subject to a potential strategic transaction with the Company, while in possession of material non-public information that was obtained in the course of such individual’s employment or service with the Company. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including, for an employee, termination of employment or, for a director, a request that such director resign from the Board of Directors. You are required to read carefully and observe our Insider Trading Compliance Policy, as amended from time to time. Please contact the Company’s Human Resources Department for a copy of the Insider Trading Compliance Policy or with any questions you may have about insider trading laws.
IX. PUBLIC COMMUNICATIONS AND REGULATION FD
A. Public Communications Generally
The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (from media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. The Company has adopted a separate Policy Statement – Guidelines for Corporate Disclosure to maintain the Company’s credibility and reputation in the community, to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data.
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B. Compliance with Regulation FD
In connection with its public communications, the Company is required to comply with a rule under the federal securities laws referred to as Regulation FD (which stands for “fair disclosure”). Regulation FD provides that, when we disclose material non-public information about the Company to securities market professionals or stockholders (where it is reasonably foreseeable that the stockholders will trade on the information), we must also disclose the information to the public. “Securities market professionals” generally include analysts, institutional investors and other investment advisors.
The Company has designated certain individuals as “spokespersons” who are responsible for communicating with analysts, institutional investors and representatives of the media. Any employee or director who is not a designated spokesperson of the Company should not communicate any information about the Company to analysts, institutional investors or representatives of the media, except at the request of the Company’s designated spokespersons.
For more information on the Company’s policies and procedures regarding public communications and Regulation FD, please contact the Company’s Human Resources Department for a copy of the Company’s Policy Statement – Guidelines for Corporate Disclosure or with any questions you may have about disclosure matters.
X. ANTI-CORRUPTION COMPLIANCE AND THE U.S. FOREIGN CORRUPT PRACTICES ACT
The Company is committed to complying with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other applicable anti-corruption laws. The FCPA prohibits the Company and its employees, directors, officers, and agents from offering, giving, or promising money or any other item of value, directly or indirectly, to win or retain business or to influence any act or decision of any government official, political party, candidate for political office, or official of a public international organization. The Company prohibits employees, directors, and officers from giving or receiving bribes, kickbacks, or other inducements to foreign officials. This prohibition also extends to payments to agents acting on the Company’s behalf if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Indirect payments include any transfer of money or other item of value to another individual or organization where the person making the transfer knows or has reason to know that some or all of that transfer is for the benefit of an individual to whom direct payments are prohibited. The use of agents for the payment of bribes, kickbacks or other inducements is expressly prohibited. Violation of the FCPA and other applicable anti-corruption laws is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including, for an employee, termination of employment or, for a director, a request that such director resign from the Board of Directors. For further guidance, please contact the Company’s Human Resources Department.
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XI. INTERNATIONAL TRADE LAWS
Company employees and agents must know and comply with U.S. laws and regulations that govern international operations, as well the local laws of countries where the Company operates. The United States and many countries have laws that restrict or otherwise require licensing for the export or import of certain goods and services to other countries or to certain
parties. If you are involved with importing, you need to be aware of the applicable governmental regulations and requirements, including those required by the Customs-Trade Partnership Against Terrorism (C-TPAT). A failure to comply can result in fines, penalties, imprisonment and/or a loss of import privileges. U.S. laws and regulations also impose various trade sanctions or embargoes against other countries or persons, and prohibit cooperation with certain boycotts imposed by some countries against others. The Company does not participate in prohibited boycotts.
The scope of these licensing requirements, trade sanctions, and trade embargoes may vary from country to country. They may range from specific prohibitions on trade of a given item to a total prohibition of all commercial transactions. It is important to note that the Company may not facilitate or encourage a non-domestic company to perform a transaction that it could not perform itself pursuant to sanctions laws.
Employees involved in export transactions or international operations must familiarize themselves with the list of countries against which the United States maintains comprehensive sanctions and the rules relating to exporting to or transacting with such countries, either directly or indirectly through foreign subsidiaries or other third parties. In addition, the Company must comply with counter-terrorism requirements when engaging in international trade. Due to the complexities of these international trade laws, contact the Human Resources Department before exporting or importing goods or services, or engaging in transactions with countries or persons that may be affected by economic or trade sanctions. If requested to participate in or cooperate with an international boycott that the United States does not support (e.g., the boycott of Israel sponsored by the Arab League), you may not agree to or comply with such request. Immediately report this request to the Human Resources Department.
XII. WORK ENVIRONMENT
The Company is committed to providing a safe and healthy working environment for its employees and to avoiding adverse impact and injury to the environment and the communities in which it does business. Company employees must comply with all applicable environmental, health and safety laws, regulations and Company standards. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. You should contact the Company’s Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.
A. Employment Practices
The Company pursues fair employment practices in every aspect of its business. The following is only intended to be a summary of certain of our employment policies and procedures. Copies of the Company’s detailed policies are available upon request. Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association and privacy. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Company’s Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.
B. Harassment and Discrimination
The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law. The Company also prohibits
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harassment based on these characteristics in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive or racially degrading objects or pictures.
If you have any complaints about discrimination or harassment, report such conduct to your supervisor. All complaints will be treated with sensitivity and discretion. Your supervisor and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment. The Company strictly prohibits retaliation against an employee who, in good faith, files a complaint.
Any member of management who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the relevant human resources personnel immediately.
C. Alcohol and Drugs
The Company is committed to maintaining a drug-free workplace. All Company employees must comply strictly with Company policies regarding the abuse of alcohol and the possession, sale and use of illegal drugs (for the purpose of this Code, “illegal drugs” includes marijuana). Drinking alcoholic beverages is prohibited while on duty or on the premises of the
Company, except at specified Company-sanctioned events or as otherwise authorized by management. Possessing, using, selling or offering illegal drugs and other controlled substances is prohibited under all circumstances while on duty or on the premises of the Company. Likewise, you are prohibited from reporting for work, or driving a Company vehicle or any vehicle on Company business, while under the influence of alcohol or any illegal drug or controlled substance.
D. Violence Prevention and Weapons
The safety and security of Company employees is vitally important. The Company will not tolerate violence or threats of violence in, or related to, the workplace. If you experience, witness or otherwise become aware of a violent or potentially violent situation that occurs on the Company’s property or affects the Company’s business you must immediately report the situation to your supervisor or the relevant human resources personnel.
The Company does not permit any individual to have weapons of any kind on Company property or in vehicles, while on the job or off-site while on Company business. This is true even if you have obtained legal permits to carry weapons. The only exception to this policy applies to security personnel who are specifically authorized by Company management to carry weapons.
E. Personal Conduct and Social Media
Company employees should take care when presenting themselves in public settings, as well as online and in web-based forums or networking sites. Each Company employee is encouraged to conduct himself or herself in a responsible, respectful, and honest manner at all times. The Company understands that employees may wish to create and maintain a personal presence online using various forms of social media. However, in so doing employees should, if posting about any topic relating to the Company or the Company’s industry, include a disclaimer that the views expressed therein reflect the employee’s personal opinion and do not necessarily reflect the views of the Company. Company employees should be aware that that even after a posting is deleted, certain technology may still make that content available to readers.
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Company employees are prohibited from using or disclosing confidential, proprietary, sensitive or trade secret information of the Company, its partners, vendors, consultants or other third parties with which the Company does business. Harassment of others will also not be tolerated. A Company employee may not provide any content to Company social media sites that may be construed as political lobbying or solicitation of contributions, or use the sites to link to any sites sponsored by or endorsing political candidates or parties, or to discuss political campaigns, political issues or positions on any legislation or law.
XIII. CONCLUSION
This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Company’s Legal Department and Human Resources Department. The Company expects all of its employees and directors to adhere to these standards.
This Code, as applied to the Company’s principal financial officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. The Company reserves the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.
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EXHIBIT 21.1
List of Subsidiaries of the Registrant
Subsidiary |
| Place of Incorporation |
DosePop Inc. |
| Delaware |
Veriheal, Inc. |
| Delaware |
Alternative Medical Clinic LLC |
| Delaware |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the use of our report dated November 14, 2025, on the consolidated financial statements of Veri Medtech Holdings, Inc. for the years ended December 31, 2024, and 2023 included herein on the registration statement of Veri Medtech Holdings, Inc. on Form S-1, Amendment 2 and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
February 10, 2026
EXHIBIT 99.1
VERI MEDTECH HOLDINGS, INC.
AUDIT AND RISK COMMITTEE CHARTER
I. Purpose
The purpose of the Audit and Risk Committee (the “Committee”) is to:
| (i) | oversee the accounting and financial reporting processes of Veri Medtech Holdings, Inc. (the “Company”) and the audits of the financial statements of the Company; |
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| (ii) | assist the Board in discharging its oversight responsibilities with respect to compliance with federal and state laws and regulations applicable to the Company’s business; |
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| (iii) | assist the Board in overseeing the overall risk management of the Company and oversee certain material risk exposures of the Company; and |
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| (iv) | oversee the Company’s internal audit function. |
The Committee’s responsibilities are limited to oversight. The Company’s management is responsible for establishing and maintaining accounting policies and procedures in accordance with generally accepted accounting principles (“GAAP”) and other applicable reporting and disclosure standards and for preparing the Company’s financial statements. The Company’s independent auditors are responsible for auditing and reviewing those financial statements.
II. Composition
The Committee must consist of at least three directors, subject to any available exception. Each Committee member must satisfy the independence requirements of The NYSE American Market (“NYSE”) and the more rigorous independence rules for members of an audit committee issued by the Securities and Exchange Commission (the “SEC”), subject in each case to any applicable exception. Each Committee member must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, at least one member of the Committee must be a “financial expert” as defined under SEC rules.
Except as otherwise directed by the Board, a director selected as a Committee member shall continue to be a member for as long as he or she remains a director of the Company or until his or her earlier resignation or removal from the Committee. Committee members may be removed from the Committee, with or without cause, by the Board of Directors of the Company (the “Board”). Unless a Chair of the Committee is designated by the Board, the Committee may designate a Chair of the Committee by majority vote of the full Committee membership.
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III. Meetings, Procedures and Authority
The Committee must meet at least once during each fiscal quarter. The Committee must meet separately, periodically, with management, with the internal auditor (if any) and with the independent auditor.
The Committee has the authority to establish its own rules and procedures for conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee. A majority of the members of the Committee shall constitute a quorum for a meeting. The Committee shall act on the affirmative vote of a majority of members present at any meeting at which a quorum is present.
The Committee may retain any independent counsel, experts or advisors that the Committee believes to be necessary or appropriate. The Company must provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any advisors employed by the Committee and for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
In addition to the duties and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Committee, the Company’s bylaws and applicable NYSE rules.
The Committee may conduct or authorize investigations into any matters within the scope of the duties and responsibilities delegated to the Committee.
IV. Duties and Responsibilities
Interaction with the Independent Auditor
1. Appointment and Oversight. The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor and each such other registered public accounting firm must report directly to the Committee. The Committee, or the Chair of the Committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules.
2. Annual Report on Independence and Quality Control. The Committee must ensure that the independent auditor prepares and delivers, at least annually, a written statement delineating all relationships between the independent auditor and the Company, must actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that, in the view of the Committee, may impact the objectivity and independence of the independent auditor, and, if the Committee determines that further inquiry is advisable, must take appropriate action in response to the independent auditor’s report to satisfy itself of the auditor’s independence. The Committee must, at least annually, obtain and review a report from the independent auditor describing (a) the auditing firm’s internal quality-control procedure and (b) any material issues raised by the most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years relating to any independent audit conducted by the auditing firm, and any steps taken to deal with any such issues. The Committee shall also confirm the regular rotation of the lead audit partner and reviewing partner of the independent auditor as required by law.
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Annual Financial Statements and Annual Audit
3. Audit Problems. The Committee must discuss with the independent auditor any audit problems, financial reporting issues or difficulties in connection with the preparation of the Company’s financial statements and management’s response.
4. Form 10-K Review. The Committee must review and discuss the annual audited financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
5. Audit and Risk Committee Report. The Committee must provide the Company with the report of the Committee with respect to the audited financial statements for inclusion in each of the Company’s annual proxy statements.
Quarterly Financial Statements
6. Form 10-Q Review. The Committee must review and discuss the quarterly financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Other Duties and Responsibilities
7. Review of Earnings Releases. The Committee must discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
8. Oversight of Compliance. The Committee shall provide general oversight of the Company’s compliance processes and procedures and monitor its performance with respect to the legal and regulatory requirements applicable to the Company’s business. While the Committee has the responsibilities and powers set forth in this Charter, the Committee and the Board may rely on the expertise and knowledge of management, including the Company’s compliance personnel. The Committee may initiate such compliance investigations as it deems appropriate.
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As part of its general oversight responsibilities, the Committee shall:
| A. | Review and oversee compliance with federal, state and local program requirements that impact the Company’s operations; |
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| B. | Ensure proper communication of significant regulatory compliance issues to the Board; |
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| C. | Review significant regulatory compliance risk areas and the steps management has taken to monitor, control and report such compliance risk exposures; |
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| D. | Review and oversee the Company’s compliance program, including monitoring the effectiveness of the compliance program, and recommend to the Company any improvements and changes to the compliance program; |
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| E. | Meet regularly with the Chief Executive Officer and/or other officers of the Company to assess the Company’s regulatory compliance policies and procedures and recommend any improvements or changes to such policies and procedures; |
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| F. | Review reports of specific material non-compliance issues and approve corrective actions proposed by management; |
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| G. | Review and assess the development of internal systems and controls to carry out the Company’s compliance program and related policies and procedures as part of its daily operations; and |
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| H. | Review and assess strategies to promote compliance with the compliance program and the detection of any possible violations, such as through hotlines and other reporting mechanisms. |
9. Risk Assessment and Risk Management. The Committee must review and discuss the Company’s policies and procedures with respect to risk assessment and risk management and shall oversee certain of the Company’s major risk exposures as set forth below.
| A. | Financial and Enterprise Risk. The Committee will review and assess, at least annually, the Company’s major financial and enterprise risk exposures, including fraud risks, and the steps management has taken to monitor or mitigate such exposures. |
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| B. | Cybersecurity and Data Privacy Risk. The Committee shall provide general oversight of the Company’s cybersecurity risk management program and the comprehensive privacy program (the “Privacy Program”) implemented in compliance with the Federal Trade Commission’s (the “FTC”) order in FTC File Number 2023090 (the “FTC Order”); provided that the Board will exercise direct oversight with respect to any Privacy Program matters to the extent required by the FTC Order. While the Committee has the responsibilities and powers set forth in this Charter, the Committee and the Board may rely on the expertise and knowledge of management, including any qualified employee designated to coordinate and be responsible for the Privacy Program in compliance with the FTC Order. |
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| C. | Other Risk Oversight. The Committee will review and assess the Company’s risk exposures in other areas, as the Committee deems necessary or appropriate from time to time; however, the Committee shall not be responsible for the detailed oversight of any risk exposures that have been delegated by the Board to another committee of the Board. |
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10. Hiring of Independent Auditor Employees. The Committee must set clear hiring policies for employees or former employees of the Company’s independent auditor.
11. Internal Audit Function. The Committee will oversee the Company’s internal audit function, including its objectives, responsibilities, independence, performance and annual plan and budget. As part of its general oversight responsibilities, the Committee will periodically meet separately with the internal audit function out of the presence of management. The Committee should also review and participate in any process of appointment and/or replacement of the senior employee in charge of the internal audit function.
12. Complaint Procedures. The Committee must establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
13. Review of Related Person Transactions. The Committee must review all related person transactions as defined by Item 404 of Regulation S-K on an ongoing basis and all such transactions must be approved or ratified by the Committee in accordance with the Company’s Related Person Transaction Policy and Procedures.
14. Review of Code of Business Conduct and Ethics. The Committee must periodically consider and discuss with management and the independent auditor the Company’s Code of Business Conduct and Ethics (the “Code”) and the procedures in place to enforce the Code. The Committee must also consider and discuss and, as appropriate, grant requested waivers from the Code brought to the attention of the Committee, though the Committee may defer any decision with respect to any waiver to the Board.
15. Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee.
16. Committee Self-Evaluation. The Committee must periodically perform an evaluation of the performance of the Committee.
17. Review of this Charter. The Committee must annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee is entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.
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EXHIBIT 99.2
VERI MEDTECH HOLDINGS, INC.
COMPENSATION COMMITTEE CHARTER
I. Purpose
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Veri Medtech Holdings, Inc. (the “Company”) is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s Chief Executive Officer and other individuals who are “officers” as defined in Rule 16a-1(f) (the “Executive Officers”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and directors.
II. Composition
The Committee must consist of at least two directors, each of whom must satisfy the independence requirements of The NYSE American Market (“NYSE”), except as otherwise permitted by applicable NYSE rules, and meet all other applicable independence standards for members of compensation committees, unless otherwise determined by the Board. Committee members must be appointed and may be removed, with or without cause, by the Board. Unless a Chair of the Committee is designated by the Board, the Committee may designate a Chair of the Committee by majority vote of the full Committee membership.
III. Meetings, Procedures and Authority
The Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee.
The Committee may, in its sole discretion, retain or obtain advice from compensation consultants, legal counsel or other advisers (independent or otherwise), provided that, preceding any such retention or advice, the Committee must take into consideration the applicable factors under NYSE rules. The Committee will be directly responsible for the appointment, compensation and oversight of any adviser it retains. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
In addition to the duties and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Committee, the Company’s bylaws and applicable NYSE rules.
The Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of the Company to meet with the Committee or any advisers engaged by the Committee.
IV. Duties and Responsibilities
1. Executive Officer Compensation. The Committee will review and approve any goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers, evaluate the Chief Executive Officer’s and other executive officers’ performance in light of these goals and objectives and make recommendations to the Board regarding the compensation of the Chief Executive Officer and other executive officers. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation.
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2. Director Compensation. The Committee will review and make recommendations to the Board regarding director compensation.
3. Incentive and Equity Compensation. The Committee will review and approve or make recommendations to the Board regarding the Company’s incentive compensation and equity-based plans and arrangements (the “Plans”). The Committee has full authority to administer the Plans (except to the extent the terms of a Plan require administration by the full Board), and to make grants of cash-based and equity-based awards under the Plans.
4. Material Benefit Plans. To the extent necessary or appropriate, the Committee will establish, review, approve, interpret and amend any of the Company’s other employee benefit plans.
5. Compensation Policies and Agreements. The Committee will review and approve executive compensation agreements, policies and plans, including any employment, retention, severance, change-in-control, deferred compensation, "claw-back“ and stock ownership agreements, policies and plans.
6. Compensation Risk. The Committee shall review and assess potential risks arising from the Company’s employee compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the Company.
7. Human Capital. The Committee will periodically review and provide guidance to management and the Board with respect to the Company’s broader human capital strategies, programs and risks including but not limited to those regarding talent acquisition, talent development, career progression, culture, diversity and inclusion.
8. Compensation Discussion and Analysis. To the extent that the Company is required to include a “Compensation Discussion and Analysis” (“CD&A”) in the Company’s Annual Report on Form 10-K or annual proxy statement, the Committee will review and discuss with management the Company’s CD&A and will consider whether it will recommend to the Board that the Company’s CD&A be included in the appropriate filing.
9. Say on Pay Frequency. The Committee will review and recommend to the Board for approval the frequency with which the Company should conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement.
10. Say on Pay Results. The Committee will review the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act or other compensation related stockholder or investor communications received by the Company and consider whether to recommend adjustments to the Company's executive compensation policies and practices as a result of such input.
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11. Compensation Committee Report. The Committee will prepare the annual Compensation Committee Report, to the extent it is required.
12. Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee.
13. Committee Self-Evaluation. The Committee must periodically perform an evaluation of the performance of the Committee.
14. Review of this Charter. The Committee must periodically review and reassess this Charter and submit any recommended changes to the Board for its consideration; provided that, if the Company no longer qualifies as a “controlled company” under the NYSE rules, the Committee must annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Committee. To the extent permitted by applicable law and the applicable Plan, the Committee also may delegate to one or more executive officers of the Company the authority to grant, and make determinations and administer the Plan with respect to, equity-based awards under a Plan to employees and consultants of the Company who are not officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) or directors of the Company.
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EXHIBIT 99.3
VERI MEDTECH HOLDINGS, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
I. Purpose
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to identify individuals qualified to become members of the Board of Directors (the “Board”) of Veri Medtech Holdings, Inc. (the “Company”) consistent with criteria approved by the Board; to recommend that the Board select the director nominees for the next annual meeting of stockholders; to develop and recommend to the Board the Corporate Governance Guidelines (as defined herein); to assist the Board in overseeing the Company’s policies and practices; and to oversee the evaluation of the Board.
II. Composition
The Committee must consist of at least two directors, each of whom must satisfy the independence requirements of The NYSE American Market, subject to any available exception. Except as otherwise directed by the Board, a director selected as a Committee member shall continue to be a member for as long as he or she remains a director of the Company or until his or her earlier resignation or removal from the Committee. Committee members must be appointed and may be removed, with or without cause, by the Board. Unless a Chair of the Committee is designated by the Board, the Committee may designate a Chair of the Committee by majority vote of the full Committee membership.
III. Meetings, Procedures and Authority
The Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee. A majority of the members of the Committee shall constitute a quorum for a meeting. The Committee shall act on the affirmative vote of a majority of members present at any meeting at which a quorum is present.
The Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms. The Committee has the authority to retain any other advisors that the Committee believes to be desirable and appropriate and has the authority to approve related fees and retention terms.
In addition to the duties and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Committee, and the Company’s bylaws.
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IV. Duties and Responsibilities
1. Director Nominees. The Committee will identify individuals qualified to become members of the Board and ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The Committee will also recommend to the Board the nominees for election to the Board at the next annual meeting of stockholders.
2. Criteria for Selecting Directors. The criteria to be used by the Committee in recommending directors and by the Board in nominating directors are as set forth in the Company’s corporate governance guidelines (the “Corporate Governance Guidelines”).
3. Board Committee Structure and Membership. The Committee will annually review the Board committee structure and, except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to designate directors to serve on committees of the Board, recommend to the Board for its approval directors to serve as members of each committee.
4. Board Leadership Structure. The Committee shall periodically review the Board leadership structure and recommend to the Board for its approval changes to its leadership structure, including a Chair of the Board if appropriate.
5. Corporate Governance Guidelines. The Committee will develop and recommend to the Board the Corporate Governance Guidelines. The Committee will, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
6. [ESG Matters. The Committee shall oversee the Company’s policies, practices and initiatives relating to ESG matters as they pertain to the Company’s business and long-term strategy, including the Company’s ongoing compliance with applicable regulations on this topic.]
7. Board Evaluation. The Committee will oversee the periodic self-evaluations of the Board and its committees.
8. Other Corporate Governance Matters. The Committee may make recommendations to the Board regarding governance matters, including, but not limited to, the Company’s certificate of incorporation, bylaws, and the charters of the Company’s other committees.
9. Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee.
10. Committee Self-Evaluation. The Committee must periodically perform an evaluation of the performance of the Committee.
11. Review of this Charter. The Committee must periodically review and reassess this Charter and submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Committee.
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EXHIBIT 99.4
December X, 2025
Veri Medtech Holdings, Inc.
1600 International Drive, Suite 600
Mclean, VA 22102
Dear Sirs:
Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-1 (the “Registration Statement”) of Veri Medtech Holdings, Inc. (the “Company”) and any amendments thereto, which indicate that I have accepted the nomination to become a director of the Company. I further agree that immediately upon the United States Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.
Sincerely yours, |
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/s/ Todd Jones |
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Name: | Todd Jones |
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EXHIBIT 99.5
December X, 2025
Veri Medtech Holdings, Inc.
1600 International Drive, Suite 600
Mclean, VA 22102
Dear Sirs:
Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-1 (the “Registration Statement”) of Veri Medtech Holdings, Inc. (the “Company”) and any amendments thereto, which indicate that I have accepted the nomination to become a director of the Company. I further agree that immediately upon the United States Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.
Sincerely yours, |
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/s/ Vijay Viswanathan |
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Name: | Vijay Viswanathan |
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EXHIBIT 99.6
December X, 2025
Veri Medtech Holdings, Inc.
1600 International Drive, Suite 600
Mclean, VA 22102
Dear Sirs:
Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-1 (the “Registration Statement”) of Veri Medtech Holdings, Inc. (the “Company”) and any amendments thereto, which indicate that I have accepted the nomination to become a director of the Company. I further agree that immediately upon the United States Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.
Sincerely yours, |
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/s/ Scott Dunnagan |
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Name: | Scott Dunnagan |
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EXHIBIT 99.7
INDEMNITY AGREEMENT
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Veri Medtech Holdings, Inc. (the “Company”), and _____________ (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;
WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;
WHEREAS, directors, officers and other persons in service to companies or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;
WHEREAS, the amended and restated memorandum and articles of association of the Company (the “Articles”) require indemnification of the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Delaware law and the Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights subject to the provisions of the Articles;
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WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified;
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
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2. DEFINITIONS. As used in this Agreement:
(a) The term “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c) The term “Change in Control” shall mean the occurrence of the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition of Shares by Third Party. Other than an affiliate of RAAQ Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
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(iv) Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(e) The term “Business Corporations Act” shall mean the Delaware Business Corporations Act of the State of Delaware, as amended from time to time.
(f) The term “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
(g) The term “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
(h) The term “Enterprise” shall mean the Company and any other company, corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(i) The term “Exchange Act” shall mean the US Securities Exchange Act of 1934, as amended.
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(j) The term “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(k) “Fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(l) The term “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(m) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any company or corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a company or corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.
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(n) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
(o) The term “Serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
(p) The term “Subsidiary,” with respect to any Person, shall mean any company, corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
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4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party, he or she shall, to the fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
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8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a) To the fullest extent permissible under applicable law and the Articles, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS. Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
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(c) except as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law and permitted by the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
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11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.
12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a) A determination, if required by applicable law and/or by the Articles, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
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(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Articles, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
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(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, trustees, general partners, managers or managing members of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
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14. REMEDIES OF INDEMNITEE.
(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
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(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(e) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(f) Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
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16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by applicable law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) The Companies Act and the Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the Companies Act, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
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(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
(f) To the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor or its affiliates (other than the Company) as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to Indemnitee are primary and any obligation of the Sponsor or its respective affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Agreement, the Company’s organizational documents or other agreement, without regard to any rights Indemnitee may have against the Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably waives, relinquishes and releases the Sponsor and its affiliates, as applicable, from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.
17. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other company, corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
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18. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19. ENFORCEMENT AND BINDING EFFECT.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b) Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or director or officer of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
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(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
20. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
Real Asset Acquisition Corp.
174 Nassau Street, Suite 2100
Princeton, New Jersey 08542
Attention: Jeff Tuder
With a copy, which shall not constitute notice, to
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Elliott Smith
or to any other address as may have been furnished to Indemnitee in writing by the Company.
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22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering (the “Trust Account”), and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.
28. MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
VERI MEDTECH HOLDINGS, INC. |
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INDEMNITEE |
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[Signature Page to Indemnity Agreement]
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EXHIBIT 99.8
Insider Trading Policy
This policy applies to all employees, directors, advisors, Key Holders of Veri Medtech Holdings and its affiliates. The securities of Veri Medtech Holdings, Inc.(“VRHI”) are traded on the OTC Markets (“OTC”). VRHI, as well as its “insiders” – officers, directors, advisors, Key Holders, significant security holders and all Veri Medtech employees – are subject to the securities laws of the United States. These laws impose harsh penalties if insiders at any level of a company – or others – buy or sell that company’s securities on the basis of material information that is not available to the public.
NON-PUBLIC INFORMATION IS HIGHLY SENSITIVE
As a public company, VRHI is required to keep the public advised of material information1 about its businesses. It does so by making timely routine and non-routine disclosures through news releases to the media and filings with the Securities and Exchange Commission (“SEC”) and OTC. VRHI is also required to prevent selective leaks of this information to individuals or narrow groups and avoid inadvertent disclosures when release would be inappropriate.
Material non-public information is highly confidential and should be kept strictly secret until such time as VRHI formally discloses it to the public, the SEC and the OTC. Any later discussion of publicly disclosed information with non-employees should be restricted only to the publicly-released information.
DO NOT TRADE ON NON-PUBLIC INFORMATION
Any person who is employed in VRHI’s operations – not just an officer or director – may come into knowledge of material information concerning VRHI’s business, plans and activities; therefore:
No person, regardless of his or her position with VRHI, may buy or sell shares of VRHI while in possession of material non-public information about VRHI or any of its affiliates.
1 While there is no simple definition that can be applied with mechanical precision, information is considered “material” if a reasonable investor would consider it important in reaching his or her investment decisions. It is impossible to catalog all material information, but the following items illustrate the sorts of things that can give rise to it:
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a significant new project
a significant merger, acquisition or divestiture
quarterly or annual financial results
changes in previously disclosed financial information
an unusual increase or decrease in distributions
a proposed issuance of securities or debt
significant litigation
a share repurchase program
a change in control or significant change in management or operations
In addition, no person, regardless of his or her position with Veri Medtech or VRHI, may buy or sell securities of any third party (or any derivatives thereof) while in possession of material non-public information about such third party or any of its affiliates that may have been obtained in connection with such person’s services performed for or on behalf of Veri Medtech, VRHI or any of their respective affiliates.
If in Doubt. If any doubt exists about what amounts to material non-public information or whether you are in possession of it, contact Securities Counsel (Clifford J. Hunt) to obtain clarification before you make a trade. As stated in the Veri Medtech Code of Conduct, failure to comply with federal securities law prohibitions against trading in publicly held securities while in possession of material, nonpublic information may be a criminal offense in many instances. Violation of insider trading laws is prohibited by the Code of Conduct as well as this Insider Trading Policy and constitutes grounds for immediate termination of employment.
Exception for Rule 10b5-1 Trading Plans. An exception to this general prohibition has been created by the SEC for insider transactions executed under trading plans that establish formulas or independent individuals for making trades, isolate the persons with insider information from trading decisions and otherwise meet Rule 10b5-1 requirements2. Any employee, officer, director, advisor wishing to establish a Rule 10b5-1 trading plan must have the plan reviewed and approved by Securities Counsel (Clifford J. Hunt) before it is implemented. All trades under such a plan by directors, executive officers and significant holders (collectively, “Key Holders”) must be reported on Form 4 or Form 5 to the SEC, in a similar manner as their transactions that are executed outside of such a plan.
No Tipping. Additionally, no insider who possesses material, non-public information should hint or give “tips” – about any confidential/non-public activities of VRHI, any third party or their respective securities to anyone. This means material non-public information cannot be passed to or used by spouses or other relatives, friends or acquaintances. If any person trades on material non-public information received by a tip, that person and the person giving the tip would be liable under the securities laws. The SEC uses very sophisticated tools to determine the relationships of persons trading in a company’s securities and has prosecuted many who have traded on inside-information “tips” provided by family members, friends and associates.
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2 Rule 10b5-1 protects an insider against liability for trading on material non-public information in the case of transactions executed under a trading plan or arrangement that was entered into: 1) at a time the insider is not aware of material nonpublic information, and 2) either a) specifies – or establishes a written formula or algorithm or a computer program for determining – the amounts, prices and dates of transactions or b) engages another party to make the transactions in a manner that prevents the insider from exercising any influence over how, when or whether transactions occur.
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ONLY BUY AND SELL SHARES WITHIN A “TRADING WINDOW”.
Management encourages each person employed in the operations of VRHI to become a shareholder in VRHI. In this connection, we also recognize that employees who are shareholders need to buy or sell their shares from time to time in the course of managing their financial affairs. Therefore, to meet these needs, and to prevent inappropriate insider trading of VRHI’s common shares, the following policy applies to each officer (wherever located), director, advisory and each person employed in the corporate offices:
Employees based in the corporate offices and all officers (wherever located), officers, directors, advisors, Key Holders of VRHI may buy and sell common shares of VRHI only while VRHI’s trading window is open.3
Trading Windows. VRHI’s “trading window” opens on the first business day after the date on which it issues its press release for annual and quarterly financial results and remains open, unless earlier closed by VRHI, through the end of the calendar quarter in which such press release is issued. For example, if VRHI releases financial results on Monday the 28th of November, the trading window opens and you may start trading on Tuesday November 29th. You may continue to make otherwise authorized trades through the end of such calendar quarter – in this case, December 31st. All employees are subject to the prohibition against trading on material non-public information.
Special Restrictions May Apply. There may be times when persons involved in VRHI’s potential transactions or projects (sources of material non-public information) will be placed on notice that they cannot trade in VRHI’s shares until the transaction/project is either canceled or announced to the public. Such special restrictions will override any trading window and under certain circumstances could also apply to Rule 10b5-1 trading plans.
Reporting. When VRHI becomes an SEC fully-reporting issuer, Key Holders of VRHI will use a Form 4 to report all transactions in VRHI’s securities (including the granting and exercise of options) to the SEC by the second business day following the transaction. As a non-SEC company, Key Holders will report any securities transactions on OTC Markets, within 2 business days. To assure that this very short deadline is met, all trades by Key Holders (other than purchases made pursuant to a company-sponsored employee stock purchase plan (“SPP”) or a company-sponsored distribution reinvestment plan (“DRIP”)).
Additional Restrictions for Key Holders. Key Holders of VRHI may buy and sell shares of VRHI only when the Trading Window for VRHI is open, even if such Key Holder is not an officer or director of VRHI.
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3 An exception to this requirement is also provided by the SEC in the case of transactions executed under Rule 10b5-1 trading plans.
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Check Before a Major Trade. Before he or she buys or sells more than $25,000 of shares of VRHI, any officer, employee, director, advisory, Key Holder is urged to, check with the Securities Counsel (Clifford J. Hunt, Esq.) to make sure there is no pending, unannounced major matter or other consideration that might further restrict such person’s ability to trade. It could be that VRHI’s management is involved with or preparing to announce something significant about itself while a trading window is open; and in such case a sizeable trade by any insider may be inappropriate.
Avoid Automatic Reinvestments Outside a Company-Sponsored DRIP. In managing their brokerage accounts, insiders should avoid the automatic application of distributions/dividends toward the purchase of additional common shares. Such reinvestments would be made through open-market transactions and could occur at times when you are in possession of material non- public information or when some other trading restriction is in effect. In addition, each time such a reinvestment purchase was made by an executive officer or director, it would start a new six-month short-swing profits restriction period during which sales of shares would be prohibited (see below); in effect, such quarterly distribution reinvestment transactions would preclude the holder from ever being able to sell shares while being an insider. Purchases made pursuant to a company-sponsored DRIP are not covered by this restriction.
SPECIAL SHORT-SWING PROFITS RESTRICTION (Executive Officers and Directors Only)
Executive officers (as determined under SEC regulations) and directors of VRHI should be very careful not to sell VRHI’s shares within six months of purchasing VRHI’s shares unless absolutely necessary.
Automatic Liability. Securities laws prohibit short-swing profit-taking by executive officer and director insiders, and either the issuer or another shareholder may sue an insider to recover any profits realized in short-swing transactions. This provision is enforced literally, with no consideration of extenuating circumstances. In identifying recoverable profits, this provision matches purchases with subsequent sales of securities within six months but also matches sales with subsequent purchases within six months. If in doubt about your status as a covered executive officer or the timing of any sale, seek prior review and advice from the Securities Counsel (Clifford J. Hunt). The short-swing profits restrictions apply to all transactions of these persons, and transactions executed under Rule 10b5-1 trading plans can be matched against other transactions by you, your household relatives and entities in which you have a pecuniary interest to trigger this liability. Purchases made pursuant to a company-sponsored SPP or a company-sponsored DRIP are not covered by these restrictions. All profits realized from short-swing sales must be repaid immediately to VRHI.
Highly Scrutinized Area. Insider transactions are the subject of close attention by plaintiffs’ lawyers who make their livings by suing insiders to recover the short-swing profits on trades that appear on Form 4 and Form 5 report, when VRHI is a fully-reporting SEC issuer, or on OTC Markets as a non-reporting issuer.
SIMPLE RULE: If you buy any VRHI shares, hold all shares of VRHI for at least six months. If circumstances require you to buy or sell within the six month window, contact the Securities Counsel (Clifford J. Hunt) prior to executing the trade to determine whether any profit repayment will be necessary.
PROHIBITION ON DERIVATIVE TRANSACTIONS
Neither Veri Medtech employees nor directors, advisory directors or honorary directors of VRHI may trade in options, warrants, puts and calls or similar instruments on the securities of VRHI or sell the securities of VRHI “short.” Investing in the securities of VRHI provides an opportunity to share in the future growth of the partnership. However, investment in VRHI and sharing in its growth does not mean short-range speculation based on fluctuations in the market. Such activities may put the personal gain of the director, advisory director, honorary director, officer or employee in conflict with the best interests of VRHI and its security holders.This prohibition on derivative transactions does not extend to Veri Medtech or VRHI-issued options or other derivative securities, which may be exercised in accordance with this policy and the grant terms of those securities.
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NECESSARY RESTRICTIONS
This Insider Trading Policy necessarily limits opportunities to buy or sell VRHI shares, but this is one of the facts of life for directors, advisory directors, honorary directors, officers and employees of public companies. You may have entirely legitimate reasons for wanting to buy or sell VRHI’s securities or exercise options at any particular time, but unless these restrictions are carefully enforced and followed, serious consequences could result. Rule 10b5-1 trading plans can provide a greater element of flexibility for some portfolios, but such plans may not be suitable for everyone.
Obtain Review. If you have an urgent need to sell your VRHI shares at any time (whether or not a trading window applicable to you is closed or some other restriction is in effect), contact Securities Counsel (Clifford J. Hunt) for review of the situation to see if the circumstances might fit an exception to these restrictions that would permit a sale of shares at such time; however, if an appropriate exception is not available, it will be necessary to postpone the planned trade until all restrictions have been lifted. BOTTOM LINE: You may not buy or sell VRHI shares or exercise options to acquire shares of VRHI whenever and however you may wish.
Assistance with Compliance. In addition to Section 16 reporting of completed transactions, Rule 1444 has strict requirements that directors, executive officers and significant holders must follow before selling or otherwise transferring VRHI securities. 4 Specific guidance to assist executive officers and directors in complying with Rule 144 transfer requirements is available from Securities Counsel (Clifford J. Hunt).
Securities Counsel may provide assistance to prepare and file required reports with the SEC, the OTC and VRHI, but such reports are always the personal responsibility of each individual who is required to file.
Assuring Market Integrity. This policy for buying and selling VRHI shares is not intended to interfere unduly with the planning of insiders. It has been established to enable us to fulfill our responsibility to prevent the improper trading of VRHI shares by persons with inside information. This helps preserve the integrity of the market for VRHI shares, which is extremely important to Veri Medtech and VRHI. We appreciate your cooperation with this policy.
Individual Responsibility
Each employee, officer, director, advisory director and honorary director has the individual responsibility to comply with the securities laws and this Insider Trading Policy. If in doubt about the application of these laws or this policy to you or to any contemplated transaction, contact one of the persons identified under Questions, below.
Questions
Please direct questions as to any of the matters discussed in this memorandum to Grant Guthrie
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