MedWellAI boosts Series B preferred share authorization

MedWellAI, Inc. changed the terms of its preferred stock by amending the Certificate of Designation for its Series B Convertible Preferred Stock.

Rhea-AI Filing Summary

MedWellAI, Inc. changed the terms of its preferred stock by amending the Certificate of Designation for its Series B Convertible Preferred Stock. On April 16, 2026, the company filed a Certificate of Amendment in Nevada increasing the designated and authorized Series B Convertible Preferred shares from 1,000,000 to 1,500,000.

All other rights and preferences of the Series B Convertible Preferred Stock remain governed by the existing Certificate of Designation, which stays in full force and effect except for this share increase.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series B designated shares before amendment: 1,000,000 shares Series B designated shares after amendment: 1,500,000 shares Increase in Series B designated shares: 500,000 shares +1 more

4 metrics

Series B designated shares before amendment 1,000,000 shares Previously designated and authorized Series B Convertible Preferred Stock

Series B designated shares after amendment 1,500,000 shares Updated designation for Series B Convertible Preferred Stock

Increase in Series B designated shares 500,000 shares Difference between new and prior authorized Series B Convertible Preferred

Filing date of Certificate of Amendment April 16, 2026 Date MedWellAI filed amendment in Nevada

Key Terms

Series B Convertible Preferred Stock, Certificate of Amendment, Certificate of Designation, emerging growth company

4 terms

Series B Convertible Preferred Stock financial

"the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Certificate of Amendment regulatory

"filed a Certificate of Amendment to the Certificate of Designation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Certificate of Designation regulatory

"the Company’s previously filed Certificate of Designation, Preferences and Rights"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did MedWellAI (MWAI) make to its Series B preferred stock?

MedWellAI increased the designated and authorized shares of its Series B Convertible Preferred Stock from 1,000,000 to 1,500,000. This change was made through a Certificate of Amendment filed in Nevada, while all other terms of the existing designation remain in effect.

When did MedWellAI (MWAI) file the amendment to its Series B preferred stock?

MedWellAI filed the Certificate of Amendment on April 16, 2026 with the Nevada Secretary of State. The related current report was then signed on April 17, 2026 by the company’s Chief Executive Officer, Steve Rubakh, confirming the corporate action.

Did MedWellAI (MWAI) change any other terms of its Series B Convertible Preferred Stock?

Only the number of designated and authorized Series B Convertible Preferred shares changed, rising to 1,500,000. The original Certificate of Designation, filed in 2015 and corrected in 2016, otherwise remains in full force and effect according to the company’s disclosure.

What document governs MedWellAI’s (MWAI) Series B Convertible Preferred Stock after the amendment?

The Series B Convertible Preferred Stock continues to be governed by the original Certificate of Designation, as corrected, together with the new Certificate of Amendment. The amendment only updates the designated and authorized share count referenced in that original designation document.

Where can investors find the full text of MedWellAI’s Series B amendment?

The full text of the Certificate of Amendment is filed as Exhibit 3.1 to the current report. The company states that its brief description is qualified entirely by reference to this exhibit, which provides complete legal terms for the revised preferred stock designation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 04:04 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

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

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

MEDWELLAI, INC.

(Exact name of registrant as specified in charter)

Nevada		000-55681		82-1725385
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2380 Drew Street, Suite 3

Clearwater, FL 33765

(Address of principal executive offices) (Zip Code)

(813) 384-8480

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Emerging growth company ☐

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

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

On April 16, 2026, MedWellAI, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. The Certificate of Amendment amends the Company’s previously filed Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock, which was originally filed on December 21, 2015 and corrected on November 7, 2016 (the “Certificate of Designation”). Pursuant to the Certificate of Amendment, the Company has increased the designated and authorized number of shares of Series B Convertible Preferred Stock from 1,000,000 to 1,500,000. Except as expressly amended by the Certificate of Amendment, the Certificate of Designation remains in full force and effect. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Designation, Preferences, and Rights of Series B Convertible Preferred Stock
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

2

SIGNATURE

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

Date: April 17, 2026

MEDWELLAI, INC.
By:	/s/ Steve Rubakh
	Steve Rubakh
	Chief Executive Officer

3

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT 49.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB