MWAI — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-10-13

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

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

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

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

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

Text removed vs the prior filing · source: 10-K · 2025-09-30

• We are a diversified holdings company that develops, acquires, operates, and invests in unique and profitable businesses. Our business focus is on AI-driven healthcare and wellness solutions. Currently, the company operates through their subsidiary MedWell USA, a B2B e-commerce platform for distribu…

• During the year ended June 30, 2025, due to regulatory hurdles, management decided to no longer pursue their online sales business which was obtained through the acquisition of Healthy Lifestyles USA LLC. As a result, goodwill of $670,329 was fully impaired.

• On August 29, 2024, Integrated Ventures, Inc., through MedWell Direct, a Nevada limited liability company and a wholly-owned subsidiary of the Company, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle…

• The purchase price for the Membership Interests was $350,000, consisting of $250,000 in cash and 97,087 shares of the Company’s common stock (the “Purchase Shares”) with a market value of $100,000. The number of Purchased Shares was based on the $1.03 closing price of the Company’s common stock on t…

• Pursuant to the Purchase Agreement, MedWell Direct shall facilitate (i) an operating loan for Healthy Lifestyle in the aggregate amount of $182,000 for working capital and (ii) an advertising credit line for Healthy Lifestyle up to $300,000 on commercially reasonable terms for advertising expenses.

Text added vs the prior filing · source: 10-K · 2026-10-13

• Changes in FDA regulation of compounded pharmaceuticals could adversely affect our supply of GLP-1 medications and harm our business.

• After FDA determined the shortages of semaglutide and tirzepatide were resolved (late 2024–early 2025), 503B facilities lost the shortage-list pathway for compounding copies of those drugs. In April 2026, the agency proposed excluding semaglutide, tirzepatide, and liraglutide from the 503B Bulks Lis…

• Many registered 503B facilities have received Form 483 observations after inspection (sterility, environmental monitoring, process validation, documentation, and quality-control deficiencies are common). New facilities often experience multi-year delays before first inspection. Non-compliance can re…

• In short, the legal ability of a 503B facility to manufacture compounded products is narrow and condition-dependent. It is not a general manufacturing license. Facilities and their distributors must continuously verify shortage-list status, Bulks List status, cGMP compliance, and inspection history …

• Whose prices are not quoted on the NASDAQ automated quotation system; and

Text removed vs the prior filing · source: 10-K · 2025-09-30

• Our revenues are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers.

• One customer generated approximately 96% of our revenue during the year ended June 30, 2025. This high concentration of revenue from a limited number of customers creates a risk that our revenue may decrease substantially if we were to lose any significant customer. We cannot assure you that our cur…

• Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or

Text added vs the prior filing · source: 10-K · 2026-10-13

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

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

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

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

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

Text removed vs the prior filing · source: 10-K · 2025-09-30

• We are a diversified holdings company that develops, acquires, operates, and invests in unique and profitable businesses. Our business focus is on AI-driven healthcare and wellness solutions. Currently, the company operates through their subsidiary MedWell USA, a B2B e-commerce platform for distribu…

• Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granbury, Texas. The hosting and power purchase agreement for this facility requires the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset …

• Revenues from online sales, which are no longer being pursued due to regulatory hurdles, were $17,837 and $0 for the years ended June 30, 2025 and 2024, respectively. Revenues from commissions were $576,931 and $0 for the years ended June 30, 2025 and 2024, respectively.

• Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets …

• During the year ended June 30, 2025, due to regulatory hurdles, management decided to no longer pursue their online sales business which was obtained through the acquisition of Healthy Lifestyles USA LLC. As a result, goodwill of $670,329 and intangible assets of $81,796 were fully impaired.