DataMeds AI, Inc. — Form S-1

DataMeds AI (market cap ~$27.1M) filed an S-1 to register 34,462,058 shares for resale by existing shareholders and warrant/note holders. The securities consist of: 1.28M previously issued shares, 21.3M shares from May 2026 convertible notes ($21.1M principal at 20% discount, $16.9M cash raised), 8.3M shares from PIPE warrants ($7.50 exercise price), and 3.6M shares from placement agent warrants. At $1.00 conversion price, existing 2.85M shares would dilute 92.1%; at $3.12 (July 27 close), dilution is 70.4%. May 2026 notes bear 0% interest, mature May 2027, convert at lesser of $6.00 or market price (floor $1.00), with automatic conversion to Series A Preferred Stock on registration effectiveness. Series A Preferred accrues 10% annual dividends compounding the conversion amount. Company received net ~$16.9M in May 2026 financing after 20% discount and 3% placement fee to Dawson James Securities.