AMENDMENT NO. 1 TO FORM 1-A

DOC.COM INC.

3,000,000 SHARES OF CLASS A COMMON STOCK

$8 PER CLASS A SHARE

No Minimum Investment or Offering Amount

This is a Tier 2 offering pursuant to Regulation A of Doc.com Inc., a Delaware corporation (the “Company”). The Company is offering up to 3,000,000 shares of its Class A Common Stock (“Common Stock”), at an offering price of $8 per share (the “Offered Shares”). This Offering will terminate twelve months from the day the Offering is qualified, subject to extension for up to ninety (90) days or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”). There is no minimum purchase requirement.

Nasdaq Listing Application. The Company has applied for listing of its Class A Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”). This offering is not contingent upon approval of listing on Nasdaq, and there can be no assurance that the Company’s application will be approved. If approved, the Company intends to list its Class A Common Stock on Nasdaq under the listing standard set forth in Nasdaq Listing Rule 5505 (the “Nasdaq Capital Market” listing requirements). The Company believes it currently meets the quantitative listing standards under Rule 5505, including the minimum bid price, minimum stockholders’ equity, and public float requirements; however, the Company’s ability to satisfy these requirements at the time of listing is subject to market conditions and other factors beyond its control, and there can be no assurance that the Company will meet all applicable Nasdaq listing requirements at the time of listing or thereafter.

Obligations Triggered by Nasdaq Listing. Investors should be aware that a Nasdaq listing, if achieved, will trigger certain material obligations, including: (i) approximately $49,248,249 in deferred purchase price payments owed to the former shareholders of TMB Financial (as defined below), with the first $10,000,000 payment due within 60 days after listing; (ii) approximately $252,739 in deferred purchase price payments owed to Aaron Trager in connection with the 405 Ontario/Flat Iron Pharmacy (both as defined below) acquisition, payable within 60 calendar days after listing; and (iii) the issuance of warrants to Silver Rock Group to purchase a number of shares of Class A Common Stock equal to 4% of total outstanding shares on a fully diluted basis immediately after listing, exercisable for five years at the lower of $2.00 per share or 110% of the listing price. See “Risk Factors - We have significant outstanding acquisition obligations that could impair our financial condition” and “Risk Factors - Outstanding and committed warrants and the Silver Rock committed equity facility may result in significant dilution to investors.”

These securities are speculative securities. Investment in the Company’s common stock involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section beginning on page 6 of this Offering Circular.

Subscriptions are irrevocable and the purchase price is non-refundable. All proceeds received by us from subscribers for the Offered Shares will be available for our use upon acceptance of subscriptions by us. We may dispose of the proceeds in accordance with the “Use of Proceeds” section of this Offering Circular.

Sales of these shares will commence only after qualification of the Offering Statement of which this Offering Circular forms a part (the “Offering Statement”) and upon acceptance of subscriptions by us. This will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F) of the Securities and Exchange Commission. This Offering will be conducted on a “best-efforts” basis. No person will receive any commission or any other remuneration in connection with this Offering. No finder, platform, marketing agent, or compensated solicitor will be used in connection with this Offering.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

Doc.com Inc., has three classes of common shares: Class A common shares, Class B common shares, and Class C common shares. We refer to the Class A common shares and the Class B common shares collectively as our ‘‘common shares.’’ As of the date this Offering Circular was filed, there are no Class C common shares issued or outstanding. Each Class A common share has one vote on all matters submitted to a vote of stockholders. Each Class B common share has twenty votes on all matters submitted to a vote of stockholders. Our Chief Executive Officer, Charles Nader, owns 15,000,000 Class B shares and 145,000,003 Class A Shares together giving him 92.50% voting control of the company.

We are using the S-1 (Part I) disclosure format in this Offering Circular.

Our Board of Directors (the “Board”) used its business judgment in setting a value of $8 per share to us as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

We are scaling AI powered and blockchain secured telehealth services for consumers. We also sell over-the-counter products and prescription drugs and plan to sell epidemiological analytics, ads and healthcare device services as well as technology services for hospitalization and clinics.

TABLE OF CONTENTS

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

In this Offering Circular, unless the context indicates otherwise, references to “Doc.com” “we,” the “Company,” “our” and “us” refer to the business and operations of Doc.com Inc.

This Offering Circular is part of an Offering Statement on Form 1-A, as amended, that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement that we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement. See the section of this Offering Circular entitled “Where You Can Find More Information” for more details.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Class A Common Stock is being offered and sold only to “qualified purchasers” (as defined in Rule 251(d)(2)(i)(C) of Regulation A). As a Tier 2 offering pursuant to Regulation A, this offering will be exempt from state “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions. Our Class A Common Stock will be offered and sold only to “qualified purchasers” until such time that our Class A Common Stock is listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D under the Securities Act of 1933 (“Regulation D”) and (ii) all other investors so long as their investment in our Common Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must satisfy one or more of the categories set forth in Rule 501(a) of Regulation D. For natural persons, these categories include, among others: (i) individual net worth, or joint net worth with the person’s spouse or spousal equivalent, exceeding $1,000,000 at the time of purchase (excluding the value of the primary residence); (ii) individual income exceeding $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent exceeding $300,000 in each of those years, with a reasonable expectation of the same income level in the current year; or (iii) holding in good standing a Series 7, Series 65, or Series 82 professional license. For entities, the categories include banks, broker-dealers, insurance companies, registered investment companies, business development companies, organizations with total assets exceeding $5,000,000, family offices with assets under management exceeding $5,000,000, and certain other entities described in Rule 501(a). See “Plan of Distribution—Investment Limitations” for the complete list of Accredited Investor categories.

If the investor is not a natural person, different standards apply. See Rule 501(a) of Regulation D for more details.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s primary residence.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward- looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to amend this Offering Circular or otherwise make public statements updating our forward-looking statements.

THE OFFERING

As of the date of this Offering Circular, we had 15,000,000 outstanding shares of Class B common stock. The shares of the Class B common stock are not being offered by means of this Offering Circular.

RISK FACTORS

An investment in our Class A common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this Offering Circular in evaluating our company and its business before purchasing Class A shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.

Risk factors related to our business.

Our business could be adversely affected by ongoing legal challenges to our business model or by new state actions restricting our ability to provide the full range of our services in certain states.

Our ability to conduct business in each state is dependent upon the state’s treatment of telemedicine (and of remote healthcare delivery in general, such as the permissibility of, and requirements for, physician cross-coverage practice) under such state’s laws, rules and policies governing the practice of medicine, which are subject to changing political, regulatory and other influences. Cross-coverage regulation refers to the state rules under which one doctor is permitted to treat the regular patients of another doctor remotely. Some state medical boards have established new rules or interpreted existing rules in a manner that limits or restricts our ability to conduct our business as currently conducted. Some of these actions could result in litigation and the suspension of our operations in certain states.

We will be dependent on our relationships with affiliated professional entities, which we do not own, to provide physician services, and our business would be adversely affected if those relationships were disrupted.

In all 50 states and the District of Columbia, we are prevented from employing physicians, directing the clinical practice of physicians, or holding an ownership interest in an entity that employs physicians. As a result, we will be dependent on independent service providers, which are owned and staffed by doctors, to render the services needed by our clients.

We depend on our senior management team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business.

Our success depends largely upon the continued services of our key executive officers. We rely on our leadership team in the areas of research and development, marketing, services and general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.

To continue to execute our growth strategy, we also must attract and retain highly skilled personnel. Competition is intense for qualified professionals. We may not be successful in continuing to attract and retain qualified personnel. We have, from time to time in the past, experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in the healthcare market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources than we do.

In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the stock options or other equity instruments they are to receive in connection with their employment. Volatility in the price of our stock may, therefore, adversely affect our ability to attract or retain highly skilled personnel. Further, the requirement to expense stock options and other equity instruments may discourage us from granting the size or type of stock option or equity awards that job candidates require to join our company. Failure to attract new personnel or failure to retain and motivate our current personnel, could have a material adverse effect on our business, financial condition and results of operation.

Our software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business, financial condition and results of operations.

Our platform provides users and providers with the ability to, among other things, register for our services; complete, view and edit medical history; request a visit (either scheduled or on demand) and conduct a visit (via video or phone) purchase necessary prescription medication provided by independent healthcare providers or over the counter products and have it delivered to them. Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our proprietary applications from operating properly. We will be implementing software with respect to a number of new applications and services. If our software does not function reliably or fails to achieve client expectations in terms of performance, we may experience reduced customer adoption, increased costs, damage to our reputation, and potential legal or regulatory challenges. Moreover, data services are complex and those we plan to offer and may in the future develop or contain, undetected defects or errors. Material performance problems, defects or errors in our new software and applications and services may arise in the future and may result from the interface of our software with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing. These defects and errors, and any failure by us to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition and results of operations.

Cybersecurity risks and cyber incidents could have a material adverse effect on our business, operations, financial condition, or results of operations. Therefore, cybersecurity is a significant risk factor for our company and our investors.

We rely on our app, information technology systems, and networks to process, transmit, and store electronic information, and to manage or support a variety of our business processes and activities. We also use information technology systems and networks to communicate with our employees, customers, suppliers, and other third parties. In addition, we collect and store sensitive data, including intellectual property, proprietary business information, personal information of our employees and customers, and financial information, in our data centres and on our networks. The secure operation of our application and the processing and maintenance of this information are critical to our business operations and strategy.

Despite our implementation of security measures, our information technology systems and networks are vulnerable to damage, unauthorized access, theft, misuse, or other cyberattacks. These events could result from a variety of sources, including third parties such as hackers, cybercriminals, nation-state actors, activists, or insiders, as well as natural disasters, power outages, or human error. A cyberattack could compromise the confidentiality, integrity, or availability of our app, or the information or our customers, suppliers, or other third parties. A cyberattack could also disrupt or degrade our operations, damage our reputation, expose us to litigation or regulatory actions, or result in a loss of competitive advantage, customers, or revenues.

We have not experienced any material cyber incidents in the past, such as unauthorized access to our app, denial-of-service attacks, phishing attempts, or malware infections. Although we haven’t had any incidents that had a material adverse effect on our business, operations, financial condition, or results, we cannot assure you that we will not suffer severe or frequent cyber incidents in the future, or that we will be able to prevent, detect, or mitigate them in a timely manner. We continually monitor and seek to improve our information technology systems and apps, as well as our cybersecurity policies and practices, to protect against cyber threats. However, the techniques used by cyber attackers change frequently and may not be recognized until launched. As a result, we may not be able to anticipate, prevent, or adequately respond to all cyberattacks, and our security measures may not be sufficient to prevent unauthorized access to or use of our information or systems.

We have established a cybersecurity risk management program, which is overseen by our management. Cybersecurity risk management program includes policies, procedures, and controls designed to identify, assess, and mitigate cybersecurity risks, as well as to respond to and recover from cyber incidents. We also provide training and awareness programs to our employees and contractors on cybersecurity best practices and their responsibilities. Furthermore, we have implemented a cybersecurity strategy that aligns with industry standards and frameworks, such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the Center for Internet Security (CIS) Critical Security Controls. Our cybersecurity strategy focuses on four key areas: protecting our most critical assets and data, enhancing our detection and response capabilities, strengthening our resilience and recovery plans, and fostering a culture of cybersecurity across our organization.

Cybersecurity risks and cyber incidents could have a material adverse effect on our business, operations, financial condition, or results.

We may be unable to successfully execute on our growth initiatives, business strategies or operating plans.

We are planning to execute 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. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with new regulatory requirements and the incurrence of other unexpected costs associated with operating a new business. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans adversely affects our operations or costs more or takes longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition and results of operations may be materially adversely affected.

Our use and disclosure of personally identifiable information, including health information, is subject to federal and state 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, result in a material adverse effect on our client base and revenue.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personally identifiable information, or PII, including protected health information, or PHI. These laws and regulations include the Health Information 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 (referred to collectively as HIPAA). HIPAA establishes a set of basic national privacy and security standards for the protection of PHI 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, which includes us.

HIPAA requires healthcare providers to develop and maintain policies and procedures with respect to PHI, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

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 services and attracting new clients. Our brand promotion activities may not generate client 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 clients 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 solution.

Our marketing efforts depend significantly on our ability to receive positive references from potential clients.

Our marketing efforts depend significantly on our ability to call upon clients to provide positive references to new, potential clients. The loss or dissatisfaction of any client could substantially harm our brand and reputation, inhibit widespread adoption of our services and impair our ability to attract new clients and maintain existing clients. Any of these consequences could have a material adverse effect on our business, financial condition and results of operations.

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, financial condition, and results of operations.

The 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 payers, our contractual relationships with our providers, vendors and clients, our marketing activities and other aspects of our operations. Of particular importance are:

a. 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 prohibits the entity from billing Medicare or Medicaid for such designated health services;

b. 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;

c. the criminal healthcare fraud provisions of 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;

d. similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers;

e. state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians; and

f. laws that regulate debt collection practices as applied to our debt collection practices.

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 may result in civil and criminal penalties such as fines, damages, overpayment, recoupment, loss of enrollment status and exclusion from the Medicare and Medicaid programs. 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.

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.

We face intense competition from established telehealth providers and other technology-enabled healthcare companies. These competitors have greater brand recognition, financial resources, and market penetration, which may limit our ability to gain market share.

The telehealth 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 the public to use, and to increase the frequency and extent of their utilization of our services, as well as on our ability to demonstrate the value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. If our clients do not perceive the benefits of our services, or if our services do not drive member engagement, then our market may not develop at all, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns regarding patient confidentiality and privacy in the context of telehealth could limit market acceptance of our services. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on our relationships with third parties, including service providers and technology and content providers. Identifying partners and negotiating and documenting relationships with them requires significant time and resources. Our competitors may be effective in providing incentives to third parties to favor their products or services, or to prevent or reduce the use of our products and services, which could result in a decrease in the number of our potential clients. If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operations may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased client use of our services or increased revenue.

Our business and growth strategy depend on our ability to secure and maintain and expand a network of qualified Providers. If we are unable to do so, our future growth would be limited and our business, financial condition and results of operations would be harmed.

Our success is dependent upon our ability to secure and maintain a network of licensed healthcare professionals who provide services through our platform (“Providers”). If we are unable to recruit and retain board-certified physicians and other healthcare professionals, it would have a material adverse effect on our business and ability to grow and would 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 clients or difficulty meeting regulatory or accreditation requirements. Our ability to develop and maintain satisfactory relationships with Providers also may be negatively impacted by other factors not associated with us, such as changes in Medicare and/or Medicaid reimbursement levels and other pressures on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers. The failure to maintain or to secure new cost-effective Provider contracts may result in a loss of or inability to grow our client base, higher costs, healthcare provider network disruptions, less attractive service for our clients and/or difficulty in meeting regulatory or accreditation requirements, any of which could have a material adverse effect on our business, financial condition and results of operations.

Rapid technological change in our industry presents us with significant risks and challenges.

The telehealth market is characterized by rapid technological change, changing consumer requirements, short product life cycles and evolving industry standards. Our success will depend on our ability to enhance our services with next-generation technologies and to develop or acquire and market new services to access new consumer populations. There is no guarantee that we will possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive or obsolete.

We have only a limited operating history, have incurred losses since our inception, which we expect will continue into the future, and we need capital to operate.

We were incorporated on March 31, 2021 and have had limited operations to date. We have not realized any revenues to date other than revenues from our subsidiaries. Based upon our proposed plans, we expect to incur operating losses in future periods because there are substantial costs and expenses associated with development, advertising, and promoting our business. We may fail to generate revenue in the future. If we cannot attract a significant number of customers, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to cease business since we will not have the funds to pay our ongoing expenses. We intend to use the net proceeds from this offering to develop our business operations. To implement our business plan, we require funding of over $25 million during the next twelve months. After twelve months, we may need additional financing.

We are an “emerging growth company”, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Start-ups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, should a market ever develop, and our stock price may be more volatile.

Risk factors related to our common stock.

We are selling our Class A shares without an underwriter and may be unable to sell any Class A shares.

Our offering is self-underwritten, and we are not going to engage the services of an underwriter to sell the Class A shares. We intend to sell our Class A shares through our officers and directors, who will receive no compensation. Our officers and directors will offer the Class A shares to friends, family members, business associates and others; however, there is no guarantee that they will be able to sell any of the Class A shares. Unless they are successful in selling all of the Class A shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

There is no minimum amount we are required to raise in this offering.

This offering is being made on a best-efforts basis, and there is no minimum amount we are required to raise in this offering. Funds raised in this offering will not be held in trust or in any escrow account, and all funds raised, regardless of the amount, will be available to us. In the event we do not raise $10,000,000 to implement our planned operations, your entire investment could be lost.

Our current management holds significant control over our common stock, and they may be able to control our company indefinitely.

Our management has significant control over our voting stock, which may make it difficult to complete some corporate transactions without their support and may prevent a change in control. As a result of this substantial ownership in our common stock, they will have considerable influence over the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

The dual class structure of our common stock has the effect of concentrating voting control with our CEO, which will limit or preclude your ability to influence corporate matters. This concentration may permit related-party transactions, equity issuances, or strategic actions adverse to Class A holders.

Our Class A common stock, which is the stock we are offering in this offering, has one vote per share, and our class B common stock has twenty votes per share. Following this offering, our directors, executive officers, and their affiliates will hold approximately 89.87% of the voting power of our capital stock. This concentrated control will limit or preclude your ability to influence corporate matters in the foreseeable future.

There is presently no public market for the Class A shares being offered by means of this Offering Circular.

Due to the lack of a public market for our common stock, you may have difficulty selling any Class A shares you purchase in this offering.

State securities laws may limit secondary trading, which may restrict the states in which and the conditions under which you can sell the Class A shares offered by this Offering Circular.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted, thus causing you to realize a loss on your investment. We do not intend to seek registration or qualification of our Class A shares, which are the subject of this offering, in any state or territory of the United States.

We may, in the future, issue additional shares of our common stock, which would reduce investors’ percentage ownership and may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 800,000,000 Class A shares of common shares, 50,000,000 Class B common shares, 75,000,000 Class C common shares and 75,000,000 preferred shares. As of the date of this Offering Circular, we had 187,037,269 outstanding Class A shares and 15,000,000 outstanding Class B shares. Accordingly, we may issue additional shares of our common stock as well as shares of preferred stock. The future issuance of common and preferred stock may result in substantial dilution in the percentage of our common stock held by our existing shareholders. We may value any common or preferred stock issued in the future on an arbitrary basis. The issuance of common or preferred stock for future services or acquisitions, or other corporate actions, may have the effect of diluting the value of the Class A shares held by our investors and may have an adverse effect on any trading market for our common stock.

Outstanding and committed warrants and the Silver Rock committed equity facility may result in significant dilution to investors. We have incurred substantial costs in connection with the Silver Rock facility that may never be recovered.

We have issued or committed to issue warrants and other equity instruments that could result in significant dilution to investors in this offering. As described more fully below, the aggregate dilutive impact of these instruments is material and investors should carefully consider the following before investing.

Silver Rock Warrants

In connection with a Share Purchase Agreement dated December 17, 2023, as amended, with Silver Rock Group, a company formed under the laws of the British Virgin Islands (“Silver Rock”) and (the “Share Purchase Agreement”), we are required to issue warrants to Silver Rock on the date of our public listing (the “Silver Rock Warrants”). The Silver Rock Warrants will entitle Silver Rock to purchase a number of shares of Class A Common Stock equal to 4% of total outstanding shares on a fully diluted basis immediately after the public listing. The Silver Rock Warrants will be exercisable for five years at the lower of $2.00 per share or 110% of the listing price immediately after the public listing. Because the exercise price is set at the lower of a fixed price or a formula tied to the listing price, the Silver Rock Warrants may be deeply in the money at issuance, increasing the likelihood of exercise and the resulting dilution to investors. Based on 187,037,269 shares of Class A Common Stock outstanding as of September 30, 2025 (and not giving effect to shares issuable for subscriptions received, shares issuable for services, or the additional shares offered hereby), the Silver Rock Warrants would represent the right to acquire approximately 7,793,000 shares of Class A Common Stock. The actual number of shares issuable upon exercise may be substantially higher if additional shares are outstanding on the date of public listing.

Silver Rock Committed Equity Facility

Pursuant to the Share Purchase Agreement, Silver Rock has also committed to purchase up to $300,000,000 of our Class A Common Stock over a 36-month period beginning on the date of our public listing. We have the right to issue Draw Down Notices (as defined in the Share Purchase Agreement) in tranches of up to $5,000,000, with the number of shares to be issued under each Draw Down Notice calculated based on a per-share price equal to the lowest trading price of our Class A Common Stock during the 10 trading days immediately preceding the Draw Down Notice. Investors should be aware of the following material risks associated with this facility:

Performance-Based Warrants

On February 26, 2025, we entered into performance-based warrant agreements with Enrique Ramirez and Noel Trainer. The exercise of these warrants, if vesting conditions are met, would result in additional dilution to investors.

Shares Issuable for Services and Signing Bonuses

As of September 30, 2025, we had committed to issue 2,623,417 shares of Class A Common Stock to officers and advisors for services and signing bonuses, subject to Board approval. These shares, once issued, will have a dilutive effect on investors’ ownership interests.

Investors in this offering should expect that their percentage ownership of us will be significantly diluted as a result of the exercise of outstanding warrants, the issuance of shares for services and subscriptions, draw-downs under the Silver Rock facility, and other future equity issuances. See “Dilution” and “Description of Securities” for additional information.

We have significant outstanding acquisition obligations that could impair our financial condition.

We have significant outstanding deferred purchase price obligations in connection with our acquisitions. As of September 30, 2025, we owed approximately $49,248,249 to the former shareholders of TMB Financial in connection with the TMB Financial/Knotion acquisition, and approximately $252,739 to Aaron Trager in connection with the 405 Ontario (as defined below)/Flat Iron Pharmacy LLC (“Flat Iron Pharmacy” as further described below) acquisition. These payment obligations are tied in part to our listing on Nasdaq. Our failure to pay these amounts when due could result in the former shareholders terminating the acquisition agreements and reclaiming all or a portion of the acquired businesses and assets. The loss of these acquired businesses would have a material adverse effect on our operations, financial condition, and prospects.

Our international operations expose us to currency exchange risk and cross-border compliance requirements.

Through the acquisition of TMB Financial and Knotion (both as defined below), we have operations in Mexico. The functional currency of TMB Financial and Knotion is the Mexican Peso. Fluctuations in currency exchange rates between the Mexican Peso, Canadian dollar, and U.S. dollar may adversely affect our financial results. Additionally, our international operations subject us to the laws, regulations, and political conditions of jurisdictions outside the United States, including local employment, tax, data protection, and healthcare regulations. Compliance with these requirements may be costly and may limit our operational flexibility.

Our potential future use of DocCoin and other digital assets involves significant risks and uncertainties.

We are developing and currently plan in the future to introduce DocCoin as the native digital asset powering our healthcare ecosystem. The offering and use of digital assets involves significant risks, including, but not limited to:

We do not intend to pay any cash dividends on our common stock.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their Class A shares unless they sell their shares at a price in excess of the price paid for the shares. There is no assurance that stockholders will be able to sell Class A shares when desired.

The price of the Class A shares being offered by means of this Offering Circular has been determined arbitrarily by us.

The price of the shares we are offering does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of Class A shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the Class A Shares.

USE OF PROCEEDS

Our public offering of 3,000,000 Class A shares is being made on a self-underwritten basis. There is no minimum number of shares that must be sold in this offering. The offering price per share is $8. The following table sets forth the anticipated use of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the Offered Shares. There is no assurance that we will raise the full $24,000,000 as anticipated. The foregoing is subject to change based on circumstances which may exist at a later date. The proceeds from this offering will not be used to compensate the company’s officers or directors of the issuer or any of its subsidiaries in this offering.

Sales & Marketing (28%) including customer acquisition costs/digital ads/influencers, Operation & Support (10%) including customer service/clinician network/order processing, Tech/platform development (5%) incl Research & Development/Platform Engineering; and a buildup of Inventory to anticipate demand, M&A obligation of Deferred Purchase Price of up to $10,000,000 within 30 days from offering and at the close of each subsequent quarter until obligation is met, and general working capital purposes.

Expenditures for the 12 months following the completion of this offering are categorized by significant area of activity.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to general corporate purposes, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

DILUTION

If you invest in our Class A Common Stock in this offering, your ownership interest will be immediately and substantially diluted. Dilution represents the difference between the public offering price per share and the net tangible book value per share of our Class A Common Stock immediately after this offering. Net tangible book value per share is determined by dividing our net tangible book value (total assets less intangible assets, goodwill, and total liabilities) by the number of shares of Class A Common Stock outstanding.

Historical Net Tangible Book Value

As of September 30, 2025, our net tangible book value was approximately $(70,950,532), or approximately $(0.38) per share, based on 187,037,269 shares of Class A Common Stock outstanding on that date. Net tangible book value per share represents the amount of total assets less intangible assets and goodwill, less total liabilities, divided by the number of shares of Class A Common Stock outstanding.

Why Dilution Per Share Exceeds the Offering Price

As shown in the table below, the dilution per share to new investors at every offering scenario ($8.25 to $8.35 per share) exceeds the $8.00 public offering price. This occurs because we have a negative net tangible book value. In other words, our total liabilities and intangible assets exceed our total tangible assets. As a result, the net tangible book value per share is negative both before and after this offering.

When the net tangible book value per share is negative, the dilution to new investors is calculated as the difference between the offering price ($8.00) and the post-offering net tangible book value per share, which remains negative (e.g., $(0.25) at 100%). The arithmetic result is:

Dilution = $8.00 − ($(0.25)) = $8.00 + $0.25 = $8.25 per share

In practical terms, this means that for every $8.00 invested by a new stockholder, the net tangible book value attributable to that share is negative $(0.25). The new investor’s entire $8.00 investment, plus an additional $0.25 per share, is effectively absorbed by our existing negative net tangible book value which is a deficit driven primarily by our substantial liabilities, including approximately $49.2 million in deferred acquisition obligations to the former shareholders of TMB Financial.

While the offering proceeds improve our net tangible book value per share (from $(0.38) to $(0.25) at 100% of the offering), the improvement is modest relative to the depth of the existing deficit. The offering proceeds of up to $24,000,000 (before deducting offering expenses) are insufficient to eliminate the negative net tangible book value, and accordingly the post-offering net tangible book value per share remains negative at every offering level.

Dilution Table

The following table illustrates the dilution per share to new investors at various levels of this offering, based upon the net tangible book value as of September 30, 2025:

Based upon percentage of shares sold.

Additional Sources of Potential Dilution

The dilution figures presented above do not reflect additional dilution that may result from:

To the extent any of the foregoing events occur, new investors will experience additional dilution beyond the amounts presented above. See “Risk Factors - Outstanding and committed warrants may result in significant dilution to investors” and “Description of Securities” for additional information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Doc.com Inc. was incorporated in Delaware on March 31, 2021. Our principal address is 4 World Trade Center, 150 Greenwich Street, Ste. 2939, New York, NY 10007 USA.

We are scaling AI powered and blockchain secured telehealth services for consumers following the launch of our platform in November 2025. The platform is now actively treating patients in West Virginia and is expanding services to the rest of the United States in the coming months. We also will sell over-the-counter products and prescription drugs through an integrated online pharmacy with 50-state distribution capabilities, and we plan to offer epidemiological analytics based on clients’ use of our services.

To date, our activities have included raising capital, organizational matters, strategic acquisitions to enhance technological and operational infrastructure, launching our website and mobile applications, developing our core technologies, and executing our business plan. Notable acquisitions include Knotion, an award winning SaaS technology company to support app development; Flat Iron Pharmacy to enable prescription medication distribution and strengthen supply chain capabilities; TMB Financial, the holding company for Knotion; and 405 Ontario, which includes RX Angle and Flat Iron Pharmacy. These acquisitions, completed via share exchange agreements with cash and stock considerations, have positioned us for efficient scaling. We continue to advance our acquisition pipeline to further bolster the infrastructure required for global growth. As of September 30, 2025, we had generated revenue of $13,174,729 and reported a net loss of $19,069,195 for the nine months ended on that date. We maintain access to a $300 million committed equity facility to support ongoing operations and expansion.

Doc.com is a digital healthcare company that provides initial no-cost consultations to patients with doctors, psychologists, and veterinarians, followed by service fees for extended consultations, and sells over-the-counter products and prescription medications to patients. The platform also displays educational content and advertisements during waiting periods. Artificial intelligence is integrated to speed up consultation times, improve healthcare outcomes by suggesting diagnostic improvements to healthcare professionals, and provide analytics on telehealth consultations. Additional developments include beta testing of user and provider applications (now live post-launch), HIPAA-compliant servers with advanced cybersecurity protocols, and blockchain technology for secure healthcare data management. We have entered into collaborations, including an AI-optimized electronic health record and administrative system for the Red Cross in Mexico and a low-cost drug development initiative with the National Autonomous University of Mexico (UNAM) for cancer and cirrhosis patients. Expected revenue streams include sales of over-the-counter products, billing insurance companies through third-party billers for insured patients, charging service fees for extended consultations, and displaying advertisements during wait times. Future plans include subscription packages for consultations, medical device developments, and bulk purchasing of branded products, potentially requiring dedicated storage facilities. The initial target market remains patients in the United States with smartphones who need prescription drugs or over-the-counter healthcare products, with marketing efforts encompassing digital and traditional advertising, public relations, online directories, and celebrity ambassadors to drive user acquisition.

Results of Operations

Revenue

For the nine months ended September 30, 2025, we had total sales of $13,174,729, which consisted of $11,716,734 relating to education software operating segment, and $1,457,995 relating to pharmacy operating segment, compared to sales of $1,211,334 relating to education software operating segment for the nine months ended September 30, 2024. The results for the nine months ended September 30, 2024 include the operations of the subsidiaries, TMB Financial and Knotion, from the acquisition date of August 8, 2024.

Operating expenses

For the nine months ended September 30, 2025, we had total operating expenses of $25,936,577, compared to total operating expenses of $3,654,393 for the nine months ended September 30, 2024. The increase of $22,282,184 was primarily due to an increase of $20,439,531 in general and administrative expenses, $436,888 in advertising and marketing expenses, $345,851 in amortization and depreciation and $684,109 in foreign exchange loss. The increase in general and administrative expenses of $20,439,531 was primarily due to the increase in stock-based compensation related to the signing bonus shares issuable subject to board approval to executive officers and the increase in salaries and wages, contractor expenses, and other general and administrative expenses related to the acquisition of subsidiaries during 2025 as compared to 2024. The results for the nine months ended September 30, 2024 only include the operations of the subsidiaries, TMB Financial and Knotion, from the acquisition date of August 8, 2024.

Other income and expenses

For the nine months ended September 30, 2025, we had total other expenses of $1,026,165, compared to total other expenses of $372,581 for the nine months ended September 30, 2024. The increase of $653,584 was primarily due to an increase of $1,297,214 in interest expense, partially offset by an increase in other income of $613,145 during 2025 as compared to 2024. The results for the nine months ended September 30, 2024 include the operations of the subsidiaries, TMB Financial and Knotion, only from the acquisition date of August 8, 2024.

Liquidity and Capital Resources

Since our inception, our strategy has been to seek private investment through friends and family. We anticipate obtaining additional equity financing to support our growth strategy. During the year ended December 31, 2023, we raised $715,504 from the issuance of convertible notes and $20,660 for subscriptions to 2,066,000 shares of Class A Common Stock at $0.01 per share. During the year ended December 31, 2024, we raised $1,190,803 from subscriptions received for 297,701 shares of Class A Common Stock at $4 per share and $458,440 from the issuance of 2,983,609 shares of Class A Common Stock. During the nine months ended September 30, 2025, we received proceeds of $7,285,525 related to the total $10,000,000 commitment for the issuance of 2,500,000 Units consisting of 1 Class A Common Stock and 1 share purchase warrant per Unit, with each share purchase warrant entitling the holder to acquire 1 additional share of Class A Common Stock at a $8 per share for a period of 5 years from issuance.

We also issued stocks valued at discounted prices as compensation. These stocks were issued to employees, advisors, and service providers who continued to help us through the product development phase. During the year ended December 31, 2023, we issued 41,806,169 shares of Class A Common Stock to our President and CEO, 8,143,958 shares of Class A Common Stock to our various consultants, 4,000,000 shares of Class A Common Stock to our Director of Marketing, Public Relations, and Communications, and 113,077 shares of Class A Common Stock pursuant to Board Advisory Agreements. During the year ended December 31, 2024, we issued 4,000,000 shares of Class A Common Stock to our Chief Marketing Officer and Director, and 8,621,873 shares of Class A Common Stock pursuant to Board Advisory Agreements. During the nine months ended September 30, 2025, we issued 125,000 shares of Class A Common Stock pursuant to Board Advisory Agreements and 16,875 shares of Class A Common Stock for advertising and marketing expense. Further, 3,250 shares of Class A Common Stock were issued to Reg S Shareholders.

As of September 30, 2025, we had issued a total of 187,037,269 Class A Common Stock. In addition, we had 2,117,832 Class A Common Stock issuable for subscriptions received and an additional 2,623,417 Class A Common Stock issuable for services and signing bonuses. The number of authorized shares in Class A Common Stock is 800 million. In addition, a total of 15 million Class B Common Stock have been issued to its Founder from a total of 50 million authorized. Class B Common Shares are restricted from trading unless converted to Class A Common Stock.

Our liquidity is dependent on our ability to raise additional capital and generate cash flow from operations. We are currently focused on raising additional capital through the sale of shares through an ongoing offering exempt from SEC registration and have successfully raised capital through private investments, including from Axen Capital, to support platform expansion and operational scaling. Axen Capital is a Mexico-based financial services and investment group founded in 2017.

In connection with a prior investment, the Company entered into a Securities Purchase Agreement dated September 12, 2024, pursuant to which Axen Capital committed to invest an aggregate of $10,000,000 in the Company. Under the terms of such agreement, the Company issued to Axen Capital 2,500,000 shares of its Class A Common Stock at a purchase price of $4.00 per share. In addition, the Company issued to Axen Capital warrants to purchase up to 1,500,000 additional shares of Class A Common Stock at an exercise price of $8.00 per share. The warrants are exercisable for a period of five (5) years from the date of issuance. The Company has received the full $10,000,000 investment commitment from Axen Capital under this agreement.

In a subsequent transaction during 2026, the Company entered into an additional subscription agreement with Axen Capital pursuant to which Axen Capital purchased shares of Class A Common Stock at a price of $8.00 per share. As of the date hereof, the Company has received $1,500,000 in connection with such subscription, representing the issuance of 187,500 shares of Class A Common Stock.

The securities issued to Axen Capital in both transactions were issued in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended, and were not registered under the Securities Act. Accordingly, such securities were subject to restrictions on transfer under applicable securities laws upon issuance.

The Securities Purchase Agreement and the subsequent subscription agreement contain customary representations and warranties, covenants, and indemnification provisions. These transactions do not include any material governance rights, board representation, or anti-dilution protections in favor of the investor.

The issuance of shares and warrants pursuant to these investments has resulted in dilution to existing stockholders, and the exercise of the warrants may result in additional dilution in the future.

Plan of Operations

Over the next 12 months, the Company may pursue certain operational and strategic initiatives, which are expected to include activities related to marketing and sales, ongoing technological development,including continued enhancements to its artificial intelligence platform, and efforts to attract and retain key personnel. The scope, timing, and extent of these initiatives remain subject to change based on business needs, market conditions, and other factors. Based on current expectations, the Company anticipates net cash usage in the range of approximately $30 million to $45 million per quarter due to our acquisition pipeline; however, actual cash usage may differ materially.

Milestones and quarterly spending:

Q1 2026 (January - March): Expand Doc.com telehealth services to Florida in both iOS and Android technologies, achieving regulatory compliance and provider network integration for each market. Concurrently, activate full-scale sales of prescription and over-the-counter pharmaceuticals through our vertically integrated pharmacy, leveraging the Flat Iron Pharmacy acquisition to enable seamless 50-state fulfillment and initial revenue generation from integrated e-commerce transactions.

Q2 2026 (April - June): Expand Doc.com telehealth services to an additional fifteen U.S. states, achieving regulatory compliance and provider network integration in each market. Prepare for international expansion into Latin America, commencing with Mexico through localization of the platform (including Spanish-language support and compliance with local healthcare regulations), pilot testing of services in partnership with the Red Cross and establishment of cross-border supply chain logistics to support pharmaceutical distribution.

Q3 2026 (July - September): Continue with the expansion in U.S. territory, reaching twenty five states, as well as integrate advanced blockchain-related features into our user and provider applications, enhancing data management with secure, decentralized patient record storage, tamper-proof audit trails for consultations, and improved interoperability for epidemiological analytics, while maintaining HIPAA-compliant cybersecurity protocols.

Q4 2026 (October - December): Achieve nationwide coverage in the United States by extending Doc.com services to the remaining states, alongside scaling operations into additional Spanish-speaking countries in Latin America (e.g., Colombia and Argentina). Simultaneously, advance the acquisition pipeline by closing on 2-3 targeted deals to acquire complementary technologies or regional providers, further bolstering global infrastructure for telehealth and pharmaceutical delivery.

BUSINESS

Overview

We were incorporated in Delaware on March 31, 2021, as Doc.com Inc. We are a digital healthcare technology company focused on telehealth services, healthcare-related software platforms, and healthcare product distribution.

Since our inception, our activities initially consisted primarily of organizational matters, capital raising, and development of our technology platform. Subsequent to our formation, we expanded our operations through strategic acquisitions and the launch of healthcare services in the US, beginning in West Virginia. Our core telehealth business has historically generated limited or no revenue and continues to be in an early stage of commercialization.

As of the date of this Offering Circular, Doc.com Inc. is organized as a Delaware corporation with the following wholly owned subsidiaries:

All subsidiaries are 100% owned by their respective parent entities. Our functional currency, and that of RX Angle and Flat Iron Pharmacy, is the U.S. dollar. The functional currency of TMB Financial and Knotion is the Mexican peso. The functional currency of 2345405 Ontario Inc. is the Canadian dollar.

Platform and Services

Doc.com operates an AI powered and blockchain secured digital telehealth platform designed to connect patients with licensed healthcare professionals, including physicians, psychologists, and veterinarians. The platform facilitates telehealth consultations and supports the sale of over-the-counter healthcare products and prescription drugs through an online marketplace.

We offer an initial consultation at no cost to the patient. Consultations exceeding the initial free consultation are subject to service fees charged directly by us. Healthcare providers using the platform operate as independent providers and bill patients separately through their own practices or through patients’ insurance, where applicable.

Doc.com has launched healthcare services initially in the state of West Virginia, where it supports telehealth consultations and healthcare-related product distribution with immediate plans to expand to more states, subject to applicable regulatory requirements.

SaaS and Education Technology Operations

We have also expanded our business through the acquisition of Knotion, a leading award winning SaaS and education technology company based in Mexico with over 80,000 active users. The acquisition was completed through TMB Financial, a parent entity within our corporate structure.

Knotion develops and operates digital education and content platforms. We leverage Knotion’s technology, data capabilities, and software development resources to support content delivery, education, and potential platform enhancements.

Artificial Intelligence (AI) and Data Analytics

We utilize and continue to develop artificial intelligence and data analytics tools intended to support platform operations, improve workflow efficiency, and provide aggregated insights related to telehealth consultations and user engagement. These tools are designed to assist licensed healthcare professionals and operational teams and are not intended to replace professional medical judgment.

Blockchain Technology

We intend to use blockchain technology to trace and manage patient healthcare data. In connection therewith, we are developing DocCoin to function as the native digital asset powering aspects of the Doc.com healthcare ecosystem. The current plan is that, within the Doc.com platform, users will earn and spend DocCoin, which will function strictly as a consumptive utility token used to access healthcare services, purchase pharmaceutical products, activate premium tiers, and record verifiable medical data on a blockchain. Built on the Stacks blockchain (a bitcoin layer 2 protocol) and secured by Bitcoin’s immutable finality, DocCoin will enable a seamless bridge, we believe, between real-world healthcare services and decentralized blockchain infrastructure. Users will retain full control of their wallets, ensuring that Doc.com never holds or custodies user funds. DocCoin is under development. It is not currently operational. Its launch is uncertain. The emission, sale, ownership and use of DocCoin and other digital assets are subject to numerous risks and uncertainties.

Revenue Model

We expect our revenue to be derived from multiple sources, including:

User Experience and Workflow

Users access our services through our website and/or mobile applications. Users provide required personal information and may be connected to licensed healthcare professionals for telehealth consultations. Prescriptions, when issued, are transmitted directly by healthcare professionals to the patient’s selected pharmacy, which may include Flat Iron Pharmacy, where permitted.

Technology Platform

We have developed or purchased multiple integrated software applications, including:

These applications are actively being integrated and updated as part of our ongoing operations.

We rely on our information technology systems to operate our digital platforms and manage sensitive information. We utilize HIPAA-compliant environments and cybersecurity practices customary in the healthcare technology industry. Despite these measures, we remain subject to cybersecurity and data privacy risks.

Marketing

We utilize digital marketing, online advertising, influencer and social media marketing and public relations efforts to promote our services. Marketing strategies may evolve based on market conditions, regulatory considerations, and available capital.

Competition

We operate in highly competitive markets, including telehealth, pharmacy services, and digital healthcare technology. Many competitors have greater resources, established customer bases, and broader regulatory experience. See risk factors for more.

Offices

Our principal address is 4 World Trade Center, 150 Greenwich Street, Ste. 2939, New York, NY 10007.

Our telephone number is +1 (424) 266-8277.

Government Regulation

We and our subsidiaries are subject to extensive regulation in the jurisdictions in which we operate, including healthcare, pharmacy, data protection, and telehealth regulations. Compliance requires significant resources and may limit operational flexibility. See risk factors for more.

Patents, trademarks and copyrights

We do not own, either legally or beneficially, any patents or copyrights. We filed for the Doc.com trademark, and it is currently pending.

Industry Background

According to Fortune 500 Business Insights, Global Telehealth Marketing Report of 2025, the global telehealth market is experiencing significant growth, projected to expand at a compound annual growth rate (CAGR) of 22.9% from 2025 to 2030, with a valuation estimated at USD 161.64 billion in 2024. The surge in demand for remote healthcare services, particularly in response to the COVID-19 pandemic, underscores the pivotal role of virtual consultations and remote monitoring. Doc.com stands at the forefront of this transformative landscape, pioneering innovation through its AI-driven approach to healthcare delivery.

Doc.com’s model revolutionizes healthcare accessibility by offering free basic healthcare services, democratizing access to essential medical assistance. Leveraging AI, Doc.com optimizes services for consumers, enhancing diagnostic accuracy, facilitating analytics-driven insights, and streamlining operational efficiency. Through the integration of advanced AI functionalities, such as deep learning and machine learning, Doc.com personalizes healthcare experiences, ensuring tailored solutions for individual patient needs.

The company’s commitment to innovation extends beyond diagnosis and analytics to encompass comprehensive healthcare solutions. Doc.com’s AI-powered platform facilitates remote consultations, empowering patients to receive timely and informed medical guidance from anywhere. Furthermore, Doc.com’s emphasis on cost-effective and efficient healthcare solutions aligns with the evolving needs of consumers, driving the adoption of telehealth services on a global scale.

In addition to its consumer-centric approach, Doc.com distinguishes itself through strategic collaborations and partnerships, fostering a dynamic ecosystem of healthcare innovation. By harnessing the collective expertise of industry stakeholders, Doc.com is poised to continue leading the charge towards a more accessible, efficient, and personalized healthcare landscape, underpinned by the transformative potential of AI.

Strategic Acquisitions for Capability Enhancement

Doc.com is strategically pursuing acquisitions to broaden our service offerings, deepen our vertical expertise, and expand our onshore and nearshore footprint. The company is planning future acquisitions that have strong synergy with our operations. Any potential acquisitions are subject to, among other things, identification of suitable targets, negotiation of definitive agreements, financing, regulatory approvals and integration risks, and there can be no assurance that any acquisition will be completed or will achieve the anticipated business goals and benefits.

We have identified potential targets and are planning to integrate them seamlessly into our core business operations if and after they are acquired, thus enhancing our capabilities in AI, telehealth and other next-generation technologies. As of the date of this Offering Circular, we have not entered into any definitive agreement with respect to any pending acquisition, and there can be no assurance that any such acquisition will occur. We have analyzed whether financial statements of potential acquisition targets are required to be included in the Offering Statement pursuant to Rule 8-04 of Regulation S-X and have determined that no such financial statements are required because we have signed no definitive acquisition agreement and no such acquisition is probable at this date. Looking ahead, we plan to judiciously pursue “tuck-in” transactions that will further augment our capabilities, particularly in AI and healthcare, establish deeper relationships with new and existing customers, and optimize our cross-selling opportunities.

Legal Proceedings

We may, from time to time, be involved in legal proceedings and claims arising in the ordinary course of business. However, we are currently not a party to any legal proceedings that would individually or collectively have a material adverse effect on our business. While we strive to proactively manage any potential legal issues, we acknowledge that litigation, regardless of the outcome, can impose challenges on our organization. These challenges include legal defense, diversion of management time and resources, and other associated factors.

AI Integration

AI enhances our telehealth service by analyzing information, enabling remote patient monitoring, and assisting with diagnostics. Our physician capabilities are augmented and more precise, reducing burnout, and improving the patient experience. We train our AI models in real time providing unique insights and making our services more efficient and cost effective to scale globally.

Our Regulatory Environment

Overview

The telehealth regulatory environment in the United States is a multifaceted landscape that impacts healthcare delivery, reimbursement, and patient access. Here are some key points about telehealth regulations:

Federal and State Regulation:

Telehealth services are regulated at both the federal and state levels. Coverage and reimbursement policies vary among different payers and plans, including Medicare, Medicaid, and private insurers. State telehealth parity laws define rules for telehealth services within each state.

Licensure Requirements:

Offering telehealth services across state lines requires understanding each state’s unique rules. Licensure requirements, standards of care, privacy regulations, and reimbursement policies differ from state to state.

AMA Advocacy:

The American Medical Association (AMA) actively influences telemedicine law in favor of physicians.

The AMA advocates for policies that prioritize physician and patient needs in telehealth delivery.

Recent Developments:

COVID-19 accelerated telehealth adoption, leading to permanent telehealth flexibilities. HIPAA waivers for telemedicine and e-prescribing of controlled substances have been implemented.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a summary of transactions and currently proposed transactions, in which the Company was or is a participant, the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or has a direct or indirect material interest. A “related person” includes any director, executive officer, nominee for director, beneficial owner of more than 5% of our common stock, and any immediate family member of the foregoing.

Family Relationships Among Officers and Directors

Several members of our senior management team are related to one another. Noel Trainor (Chief Operating Officer) and Noemi Trainor (Chief Innovation Officer) are married to each other. Ignacio Valencia (Chief Business Development Officer) is a sibling of Noemi Trainor. Rocio Nader (Chief Legal Director) is a sibling of Charles Nader, our Chief Executive Officer and Chairman of the Board. Together, these individuals hold significant operational and legal roles within the Company. Investors should be aware that these family relationships may give rise to conflicts of interest, and the Company cannot guarantee that all decisions involving these individuals will be made free from the influence of such relationships. The Company does not currently have a formal conflicts of interest policy applicable to family relationships among officers.

Executive Compensation and Equity Awards

The Company has entered into employment agreements with its executive officers, the material terms of which are described in the “Executive Compensation” section of this Offering Circular and Note 18 to the financial statements. These agreements include base salaries, performance bonuses, share signing bonuses (subject to Board approval), and grants of stock options and restricted stock units (RSUs) pursuant to the Company’s Equity Plan (subject to Board approval).

2026 Equity Incentive Plan

The 2026 Equity Incentive Plan (the “Plan”) is designed to promote our long-term success and the creation of stockholder value by (a) attracting and retaining employees, directors, and consultants with exceptional qualifications, (b) motivating service providers to achieve critical long-range corporate objectives, and (c) aligning the interests of service providers with those of our stockholders through equity ownership and equity-based incentives.

Administration. The Plan is administered by the Board or one or more committees of the Board to which the Board has delegated authority (the Board or any such committee, the “Administrator”). The Administrator has full authority to select participants, determine the type, number, terms, and conditions of awards, interpret the Plan and award agreements, and make all other determinations necessary for Plan administration.

Share Reserve. The aggregate number of shares of Class A Common Stock that may be issued pursuant to awards under the Plan shall not exceed 20,000,000 shares, subject to adjustment for stock splits, dividends, recapitalizations, or similar transactions. Shares subject to awards that are forfeited, cancelled, expire, terminate, or are settled in cash shall again become available for issuance under the Plan.

Eligible Participants. Awards may be granted to employees, non-employee directors, and consultants of the Company and its affiliates.

Types of Awards. The Plan provides for the grant of:

Incentive Stock Options (“ISOs”) and Nonstatutory Stock Options (“NSOs”)

Stock Appreciation Rights (“SARs”)

Restricted Stock

Restricted Stock Units (“RSUs”)

Performance Stock Units (“PSUs”)

Other stock-based awards

Exercise Price. The exercise price of options and SARs shall not be less than 100% of the fair market value of a share of Common Stock on the date of grant. For ISOs granted to employees who own more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of fair market value.

Term. The term of an option shall not exceed ten (10) years from the date of grant (five years for ISOs granted to 10% stockholders).

Director Limits. The aggregate grant date fair value of awards granted to any non-employee director during any one fiscal year shall not exceed $750,000, with a higher initial-year cap of $1,000,000 for the fiscal year of initial election or appointment.

No Automatic Acceleration. The Plan does not provide for automatic acceleration of vesting upon a change in control unless expressly provided in an individual award agreement.

Clawback. All awards, amounts paid under the Plan, and shares issued under the Plan are subject to recovery under the Company’s Clawback Policy adopted pursuant to SEC Rule 10D-1 and Nasdaq Listing Rule 5608.

Repricing Prohibition. Except in connection with certain adjustments, the Administrator shall not, without prior stockholder approval, reduce the exercise price of any outstanding option or SAR, cancel any outstanding option or SAR in exchange for cash or other awards with a lower exercise price, or take any other action that would be treated as a repricing under applicable stock exchange rules.

Stockholder Approval. The Plan shall be submitted to the Company’s stockholders for approval within twelve (12) months following its adoption by the Board to the extent required under Nasdaq Listing Rule 5635 or other applicable law.

As of the date of this Offering Circular, the signing bonuses in shares and the grants of stock options and RSUs have not yet been approved or issued by the Board. Charles Nader, the Company’s Chief Executive Officer, President, and Chairman of the Board, received total salary compensation of $309,472 for the nine months ended September 30, 2025. Mr. Nader owns 145,000,003 shares of Class A Common Stock and 15,000,000 shares of Class B Common Stock, the latter carrying 20 votes per share. As a result, Mr. Nader controls approximately 92.5% of the total voting power of the Company prior to this offering and approximately 89.87% following the completion of this offering (assuming all Offered Shares are sold). This concentration of voting control means that Mr. Nader is able to control the outcome of all matters submitted to a stockholder vote, including the election of directors, without the consent of other stockholders.

Amounts Due to Officers and Directors

In the normal course of operations, the Company shares certain administrative resources with entities related by common management and directorship. As of September 30, 2025, the Company had outstanding amounts due to related parties of $120,033, comprised of $59,200 owed to Charles Nader (Chief Executive Officer and Director) and $60,833 owed to Jamie Freed (Chief Marketing Officer and Director). These amounts are non-interest bearing, unsecured, and due on demand. As of December 31, 2024, the total amount due to related parties was $107,533.

Acquisition of 405 Ontario / Flat Iron Pharmacy.

On October 7, 2024, the Company acquired 100% of the issued and outstanding shares of 2345405 Ontario, Inc. (sometimes referred to as “405 Ontario”) and its wholly owned subsidiaries, RX Angle, Inc. and Flat Iron Pharmacy, from Aaron Trager, the sole equity holder of 405 Ontario. 405 Ontario is a business corporation organized under the laws of the Province of Ontario, Canada, and serves as the Canadian holding company within Doc.com’s pharmacy structure. The Company owns 100% of Rx Angle Inc., a Wyoming corporation, which in turn owns 100% of Flat Iron Pharmacy LLC, the U.S.-licensed operating pharmacy. As part of Doc.com’s acquisition structure, 2345405 Ontario Inc. serves as the employer of certain Canada-based personnel and helps maintain a clear separation between Canadian employment functions and U.S. pharmacy operations. The aggregate purchase price was $1,600,000, consisting of $1,475,000 in cash (payable within 60 calendar days after the Company’s listing on Nasdaq) and 31,250 shares of Class A Common Stock valued at $125,000 at closing. As of September 30, 2025, the Company had paid $1,249,618 of the cash consideration and the remaining balance owed to Mr. Trager was $252,739. On July 17, 2025, Mr. Trager joined the Company as Head of Pharmacy. As a result, Mr. Trager is both a former counterparty in a material acquisition transaction and a current officer of the Company. The remaining cash consideration owed to Mr. Trager under the acquisition agreement continues to be outstanding as of the date of this Offering Circular. Investors should be aware that Mr. Trager’s dual status as a former seller and current employee of the Company may give rise to conflicts of interest.

Convertible Note Receivable

On November 14, 2024, the Company acquired a $10,000 convertible note issued by a related party entity in which Charles Nader, the Company’s Chief Executive Officer, holds a significant ownership interest. The note was non-interest bearing and convertible into common shares of the related party entity at a conversion price of $0.75 per share. On November 14, 2025, the note was converted into 13,333 common shares of the related party entity. The Company recorded the note at amortized cost on its consolidated balance sheets.

Share Purchase Agreement — Silver Rock Group

On December 17, 2023, as subsequently amended, the Company entered the Share Purchase Agreement, pursuant to which Silver Rock committed to purchase up to $300,000,000 of the Company’s Class A Common Stock over a 36-month investment period beginning on the date the Company becomes publicly listed (the “Investment Period”). While Silver Rock is not a “related party” as defined above, this arrangement is material to investors and is included here for completeness.

Draw Down Mechanics. The Company has the right, at its sole discretion, to issue draw down notices to Silver Rock in tranches of up to $5,000,000 per notice. The number of shares to be issued under each draw down notice is calculated based on a per-share price equal to the lowest trading price of the Company’s Class A Common Stock during the 10 trading days immediately preceding the draw down notice. Each draw down is subject to a 10-consecutive-trading-day pricing period, during which only one draw down may be outstanding at any time. The draw down amount may not exceed 200% of the average daily trading volume for the 10 trading days immediately preceding the draw down exercise date. Silver Rock’s obligation to purchase shares under each draw down is conditioned on, among other things, (i) the effectiveness of a registration statement covering the resale of the shares, (ii) the availability of a current prospectus, (iii) the continued listing of the Company’s Class A Common Stock, (iv) the absence of stop orders, and (v) the delivery by the Company of legal opinions, comfort letters, and compliance certificates.

Commitment Fee. On November 5, 2024, the Company issued 3,466,518 shares of Class A Common Stock to Silver Rock as a commitment fee equal to 2% of the total outstanding shares of the Company on the date of the agreement, with a recorded fair value of $13,866,072 recognized as deferred issuance costs on the balance sheet.

Warrants. Upon the date of public listing, the Company is required to issue warrants to Silver Rock granting the right to purchase additional shares of Class A Common Stock for a period of five years at an exercise price per share equal to the lower of $2.00 or 110% of the listing price immediately after the public listing, in a quantity equal to 4% of total outstanding shares on a fully diluted basis immediately after the public listing.

Private Transaction Fee. In the event the Company does not complete a public offering or reverse merger but instead consummates a private transaction resulting in a change of control (including a merger, acquisition, sale, share exchange, or similar private business combination), the Company is required to pay Silver Rock a fee equal to 4% of the total consideration received by the Company, its stockholders, and management in such transaction, in lieu of the warrants described above.

Beneficial Ownership Limitation. The Share Purchase Agreement provides that at no time may the Company issue, and Silver Rock shall not be obligated to purchase, shares that would result in Silver Rock beneficially owning more than 4.99% of the Company’s outstanding Common Stock. Silver Rock may waive this limitation upon providing the Company with 61 days’ prior written notice.

Selling Restrictions. During the Investment Period, Silver Rock is prohibited from short selling, establishing put equivalent positions, borrowing shares, or otherwise hedging its position in the Company’s Common Stock. Silver Rock is also restricted from selling shares received as commitment fee shares or upon exercise of the warrants in excess of 5% of the average daily trading volume of the preceding five trading days during any draw down pricing period. In the event Silver Rock intends to execute a block trade involving more than 50% of the average daily trading volume, it must notify the Company at least five trading days in advance. If the Company does not issue a draw down notice within three months following the public listing, Silver Rock may sell its commitment fee and warrant shares, subject to the foregoing daily volume limitations.

Restrictions on Alternative Equity Financing. During the Investment Period, the Company may not enter into any agreement the principal purpose of which is to secure an equity line similar to the Silver Rock facility. The Company must provide Silver Rock with prompt notice of any issuance of Common Stock or convertible securities at below-market prices, at-the-market offerings, or anti-dilution adjustments.

Non-Public Information. During the Investment Period, neither the Company nor any of its directors, officers, or agents may disclose material non-public information about the Company to Silver Rock.

Indemnification. The Company has agreed to indemnify Silver Rock against losses arising from untrue statements or omissions of material fact in the registration statement, as well as breaches of the Company’s representations, warranties, and covenants under the Share Purchase Agreement. Silver Rock has agreed to indemnify the Company against losses arising from information furnished by Silver Rock for inclusion in the registration statement.

Termination. The Share Purchase Agreement terminates automatically on the earliest of (i) 36 months from the public listing date, (ii) 36 months from the effective date of the agreement (as may be extended for the duration of the Investment Period if the public listing occurs within such period), and (iii) the date Silver Rock has purchased the aggregate limit. Either party may terminate the agreement upon 30 days’ written notice in the event of an uncured breach. The commitment fee shares, warrant, and registration rights agreement survive termination.

The Share Purchase Agreement, including any amendments thereto, is filed as Exhibits 6.1 and 6.2 to this Offering Circular.

TMB Financial Acquisition Outstanding Obligation

As described in Note 4 to the financial statements, on August 8, 2024, the Company entered into a Cash and Share Exchange Agreement to acquire 100% of TMB Financial and its subsidiary, Knotion, for an aggregate purchase price of $100,000,000. As of September 30, 2025, the Company had paid $751,751 of the cash consideration and the remaining balance owed to the former shareholders of TMB Financial was $49,248,249. The payment schedule is tied in part to the Company’s listing on Nasdaq, and the Company’s failure to pay when due could result in the former shareholders terminating the agreement and reclaiming all or a portion of TMB Financial and Knotion shares transferred to the Company. While the former TMB Financial shareholders are not currently “related parties,” this obligation is material to the Company’s financial condition and prospects and is included here for investors’ awareness.

CORPORATE GOVERNANCE

The Company has adopted a comprehensive suite of corporate governance policies designed to ensure compliance with the Delaware General Corporation Law (“DGCL”), the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 (“SOX”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, and applicable Nasdaq Listing Rules. The following summarizes the Company’s corporate governance framework.

Board of Directors Structure and Authority

Under DGCL §141(a), the business and affairs of the Company shall be managed by or under the direction of the Board. The Board retains ultimate authority over material corporate decisions and governance policies. The Board has the requisite corporate power and authority to approve and authorize the transactions contemplated by this Offering Circular and to oversee the Company’s strategic direction, risk management, and compliance with applicable laws, rules, and regulations.

As of the date of this Offering Circular, the Board consists of (i) executive directors, including Charles Nader (Chairman, Chief Executive Officer, and President), Jamie Freed (Chief Marketing Officer and Director), and Itzel Ocampo, MD (Chief Science Officer and Director); and (ii) three independent directors, namely Sergio del Valle (Chair of the Audit Committee), Jose Pablo Chico (Member of the Audit Committee), and Fernando Braun (Member of the Audit Committee).

Corporate Governance Manual

The Company has adopted a Corporate Governance Manual that formalizes its governance architecture in alignment with the DGCL, Exchange Act, SOX, Dodd-Frank, and Nasdaq Listing Rule 5600 Series. The Manual establishes binding governance standards designed to strengthen fiduciary oversight, ensure transparency and accountability, protect stockholders, support SEC reporting compliance, and institutionalize internal controls consistent with Exchange Act §13(b)(2)(B).

Delegation of Authority Policy

The Company has adopted a Delegation of Authority Policy that defines who has authority to bind the Company contractually or financially. No individual may bind the Company unless expressly authorized under this Policy, and titles alone do not confer authority. Implied authority is expressly disclaimed. Under this Policy, the following approval matrix applies:

Department Heads may approve only if the contract is within approved budget, does not involve regulatory, intellectual property, equity, or healthcare risk, and legal review is not otherwise required.

Contracts in this category require written Legal review, written CFO approval, and CEO approval if they are operationally or strategically significant and must be approved by the Board consistent with DGCL §152 and Nasdaq Listing Rule 5635.

Any attempt to divide agreements to avoid approval thresholds constitutes a policy violation and may be treated as misconduct. Violations may result in internal investigation, disciplinary action, termination, reporting to the Audit Committee, and clawback (if applicable).

Corporate Contract Review and Approval Policy

The Company has adopted a Corporate Contract Review and Approval Policy establishing mandatory review and approval requirements for any agreement, commitment, transaction, or arrangement that may create legal, financial, operational, regulatory, or reputational risk to the Company. This Policy applies regardless of whether the agreement is written, electronic, or oral. Any agreement exceeding USD $10,000 in aggregate value must (i) be reviewed by the Legal Department, (ii) receive written approval from Legal prior to execution, and (iii) receive written approval from the appropriate authorized executive (CEO and/or CFO, as applicable).

Agreements may not be artificially divided, structured in phases, or segmented into multiple smaller contracts for the purpose of avoiding the $10,000 threshold. Additionally, certain categories require Legal review regardless of monetary value, including equity or equity-linked arrangements, IP licensing or transfer, data sharing agreements, healthcare regulatory matters, telemedicine or professional services agreements, NDAs involving strategic counterparties, international transactions, government-related agreements, and any agreement containing indemnification, exclusivity, or limitation of liability provisions.

Audit Committee

The Company has established an Audit Committee comprised entirely of independent directors, meeting the independence standards required under Nasdaq Rule 5605. Pursuant to SOX §301, the Audit Committee has established procedures for handling complaints regarding accounting or auditing matters. The Audit Committee shall oversee financial reporting, whistleblower complaints, internal controls, and independent auditors.

Related Party Transactions Policy

The Company has adopted a Related Party Transactions Policy to ensure transparency and fairness when the Company engages in transactions involving insiders. This Policy establishes a formal governance framework for the identification, review, approval, ratification, disclosure, and ongoing monitoring of transactions between the Company and its Related Parties. The objectives of this Policy are to prevent conflicts of interest, ensure transactions are conducted on arm’s-length terms, protect minority stockholders, ensure full compliance with SEC disclosure obligations, satisfy Nasdaq corporate governance requirements, and mitigate litigation, enforcement, and reputational risk.

This Policy is designed to comply with Regulation S-K Item 404(a) (requiring disclosure of transactions over $120,000 involving related parties in SEC filings), Sarbanes-Oxley Act Section 402 (prohibiting personal loans to executive officers and directors), Nasdaq Rule 5630 (requiring review and oversight of related-party transactions), and applicable fiduciary duties under the DGCL.

For purposes of this Policy, a “Related Party” includes any director or director nominee, any executive officer (Section 16 officer), any beneficial owner of more than 5% of the Company’s voting securities, any immediate family member of the foregoing, and any entity in which the foregoing persons have a material ownership interest or control.

Directors and officers must disclose direct financial interests, indirect beneficial interests, family member interests, and control over counterparties. All directors and executive officers shall complete an annual Related Party Disclosure Questionnaire. Failure to disclose may constitute a breach of fiduciary duty and grounds for disciplinary action.

All Related Party Transactions must be reviewed and approved in advance by the Audit Committee, composed solely of independent directors, or a special independent committee designated by the Board. No Related Party may participate in deliberations or voting.

Disinterested directors must determine that the transaction is on arm’s-length terms, it is comparable to market standards, the business rationale is sound, it is fair to the Company and stockholders, and the transaction serves stockholder interests. Independent third-party valuations or fairness opinions may be required.

The Company shall not extend personal loans to directors or executive officers (SOX §402), enter transactions lacking legitimate business purpose, approve transactions that materially impair independence of directors, or approve arrangements designed to circumvent disclosure obligations.

All transactions with related parties shall occur in the normal course of operations and be recorded at the exchange amount agreed to by the Company and the related party. Except as disclosed in this Offering Circular, there are no loans, leases, agreements, contracts, royalty agreements, management contracts, or other continuing transactions exceeding $120,000 between the Company and any person covered by Item 404(a) of Regulation S-K.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Ethics Code”) establishing mandatory ethical standards across the enterprise, as required under SOX §406 and Nasdaq Rule 5610. The Ethics Code applies to all directors, executive officers, employees (full-time, part-time, temporary), and contractors and consultants acting on behalf of the Company.

All covered persons must adhere to principles of integrity (acting honestly and in good faith), accountability (taking responsibility for decisions and actions), transparency (ensuring accurate recordkeeping and truthful communications), compliance (following all applicable laws, regulations, and Company policies), and respect (maintaining a professional, inclusive, and safe workplace environment).

Employees must comply with U.S. federal and state laws, applicable international laws, securities and exchange regulations, federal securities laws, anti-corruption laws (including the Foreign Corrupt Practices Act, which prohibits bribery of foreign officials), healthcare and telemedicine laws (including HIPAA privacy obligations where applicable), and sanctions and anti-money laundering laws. Failure to comply may expose the Company and individuals to civil or criminal liability.

Under Exchange Act §13(b)(2), the Company must maintain accurate financial records and internal controls. All books, records, and accounts must accurately reflect transactions, be maintained in reasonable detail, and comply with GAAP (as applicable). Employees may not falsify records, circumvent accounting controls, or conceal material transactions.

A conflict of interest arises when personal interests interfere, or appear to interfere, with the interests of the Company. Examples include personal financial interest in a vendor, supplier, or competitor; outside employment that interferes with Company duties; use of Company property or information for personal benefit; and family members employed by or contracting with the Company without disclosure. All actual or potential conflicts must be disclosed promptly to the Chief Legal Officer or Board Members (for executive officers and directors).

Covered persons must not take for themselves business opportunities discovered through Company resources, position, or information; compete with the Company; or use Company property or information for personal gain.

Employees have an affirmative duty to report suspected violations of law, violations of the Ethics Code, and fraud, misconduct, or unethical behavior. Reports may be made to the Chief Legal Officer, Chief Financial Officer, or Board of Directors. Failure to report may be grounds for discipline.

Retaliation against individuals who report concerns in good faith is strictly prohibited.

Violations of the Ethics Code may result in written warning, suspension, termination, clawback of compensation (where applicable), and referral to law enforcement.

Whistleblower Policy

The Company has adopted a Whistleblower Policy that encourages reporting of misconduct without fear of retaliation, as required under SOX §301 and the Dodd-Frank Act. Reports may be made directly to the Chief Legal Officer or directly to the Board of Directors/Audit Committee. Concerns related to financial misstatements, disclosure inaccuracies, fraud, and internal control over financial reporting breakdowns must be reported through the Company’s Whistleblower Policy and Audit Committee reporting channel. Retaliation is strictly prohibited and may result in termination. The Dodd-Frank Act provides financial incentives and anti-retaliation protections for whistleblowers.

Insider Trading Policy

The Company has adopted an Insider Trading Policy to prevent unlawful trading based on material non-public information (“MNPI”) and to comply with applicable rules of the SEC and Nasdaq. This Policy applies to directors, officers (including Section 16 officers), employees (U.S. and international), contractors and consultants with access to MNPI, family members and household members, and controlled entities (trusts, LLCs, holding companies). Insider trading is prohibited under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

Information is “material” if a reasonable investor would consider it important in making an investment decision. Examples include financial results or projections, Nasdaq listing developments, M&A transactions, equity issuances, SEC filings (prior to public release), significant regulatory investigations, major partnerships, cybersecurity incidents, and key executive departures. Information is “nonpublic” until widely disseminated via press release, Form 8-K, 10-Q, 10-K, or equivalent, and at least one full trading day has passed.

Covered persons may not trade Company securities while in possession of MNPI, tip others, recommend trades based on MNPI, trade in derivative instruments (unless expressly permitted), engage in short sales, trade in put/call options, hedge Company equity, pledge Company securities as collateral (unless pre-approved), or engage in margin trading involving Company securities.

Trading is permitted only beginning two full trading days after earnings release until 15 days before the end of each fiscal quarter. Trading is prohibited during quarterly earnings preparation, pending major transactions, SEC investigation, Nasdaq listing review, and any special blackout declared by Legal.

Mandatory pre-clearance applies to directors, executive officers, finance team, legal team, and any person designated as “Restricted Insider.” All trades require written approval from the Chief Legal Officer, valid for 3 trading days.

The Company permits adoption of Rule 10b5-1 plans subject to mandatory cooling-off periods, no MNPI at adoption, CLO approval, no overlapping plans, and compliance with 2023 SEC amendments.

Violations may result in immediate disciplinary action (up to and including termination), forfeiture, cancellation, and/or clawback of compensation (including equity awards, cash bonuses, incentive compensation, performance-based compensation, and profits realized from the prohibited transaction), denial or suspension of indemnification and advancement rights, referral to regulatory or law enforcement authorities (including the SEC and DOJ), and civil and criminal liability (including fines, disgorgement of profits, injunctions, officer or director bars, and imprisonment). Criminal fines may reach up to $5 million for individuals and $25 million for corporations. Civil penalties may be up to three times profit gained or loss avoided.

Clawback Policy

The Company has adopted a Clawback Policy compliant with Section 10D of the Securities Exchange Act of 1934, SEC Rule 10D-1, and Nasdaq Listing Rule 5608 to promote accountability in executive compensation. This Policy provides for the recovery of certain Incentive-Based Compensation in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws (an “Accounting Restatement”). The Policy shall be administered by the Compensation Committee of the Board of Directors.

This Policy applies to any current or former “Executive Officer,” defined consistently with Rule 10D-1 and Nasdaq rules, including the President, Principal Financial Officer, Principal Accounting Officer, any Vice President in charge of a principal business unit, and any other officer performing policy-making functions.

“Incentive-Based Compensation” means any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure (i.e., any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure derived wholly or in part from such measure) (a “Financial Reporting Measure”), including cash bonuses tied to revenue, EBITDA, or similar metrics, performance-based RSUs, performance stock options, and equity awards tied to stock price or TSR. It does not include time-based RSUs or purely discretionary bonuses not tied to financial metrics.

Recovery Recovery of Incentive-Based Compensation is required if the Company is required to prepare an Accounting Restatement, including both restatements that require filing amended periodic reports (“Big R” restatements) and restatements that correct errors in previously issued financial statements that are not material to such statements but would result in a material misstatement if left uncorrected (“Little r” restatements). Recovery is required regardless of misconduct.

The Company shall recover erroneously awarded compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare the restatement.

The Company shall recover the amount of Incentive-Based Compensation received that exceeds the amount that would have been received based on the restated financial results.

The Company may recover compensation by requiring repayment in cash, canceling vested or unvested equity awards, offsetting future compensation, forfeiting shares, or any other lawful method.

The Company shall not indemnify any Executive Officer for amounts recovered under this Policy. The Company shall not pay or reimburse any insurance premiums covering potential clawback obligations.

Notwithstanding the above, the Company may recover any compensation (whether incentive-based or not) from any executive or employee if there is fraud, gross negligence, or willful misconduct; violation of securities laws; breach of fiduciary duty; material violation of Company policies; or conduct causing reputational harm.

The Company has adopted a Disclosure Controls and Procedures Policy to establish a formal framework to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within required time periods; accumulated and communicated to management, including the CEO and CFO, as appropriate; and accurate, complete, consistent, and compliant with applicable SEC rules and regulations. This Policy is adopted in accordance with Exchange Act Rules 13a-15 and 15d-15, Sections 302, 404, and 906 of SOX, SEC certification requirements for periodic reports, and applicable Nasdaq governance expectations.

The Company maintains a Disclosure Committee composed of the CEO, CFO, Chief Legal Officer, Controller or Head of Accounting, Head of Investor Relations (if applicable), and other members as designated. The Disclosure Committee is responsible for reviewing draft SEC filings (10-K, 10-Q, 8-K, S-1, Reg A filings, etc.), evaluating materiality of information, ensuring consistency of disclosures across filings and public communications, reviewing risk factor updates, and confirming adequacy of disclosure controls.

Pursuant to SOX Section 302, the CEO and CFO must certify accuracy of reports, certify that disclosure controls are designed and effective, disclose any material weaknesses, and disclose fraud involving management or internal control over financial reporting. Under SOX Section 906, they must certify that periodic reports fully comply with Exchange Act requirements.

Prior to each Form 10-K or 10-Q filing, department heads shall sign sub-certifications confirming accuracy of data submitted, disclosure of all known material events, and no knowledge of fraud or material omissions.

Control deficiencies shall be evaluated as control deficiency, significant deficiency, or material weakness. If a material weakness is identified, the Disclosure Committee shall document a remediation plan, assign a timeline and responsible party, and include disclosure in the periodic filing.

The Company maintains a trigger matrix covering events such as entry into material agreements, termination of material agreements, equity issuances, changes in directors/officers, material impairments, restatements, Nasdaq notifications, and bankruptcy or receivership events. Departments must notify Legal within 24 hours of any potential 8-K trigger.

All documentation supporting SEC filings must be retained in accordance with SOX Section 802, the Company Record Retention Policy, and applicable SEC rules, with a minimum retention period of 7 years.

Annual training shall be provided to officers, the finance team, legal team, and Disclosure Committee members, covering SEC reporting obligations, materiality standards, insider trading interaction, forward-looking statements, and safe harbor provisions.

Failure to comply with this Policy may result in disciplinary action up to termination, reporting to regulators, clawback implications, and personal liability under SOX Sections 302 and 906.

Compensation Committee

The Company has established a Compensation Committee that satisfies Nasdaq independence requirements. The Compensation Committee oversees executive compensation, equity grants, incentive design, and clawback compliance.

Indemnification of Directors and Officers

The Delaware General Corporation Law provides that the Company may indemnify its current or former officers, directors, employees, and agents against expenses actually and necessarily incurred by them in connection with the defense of any legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the Company’s best interest.

Administration and Interpretation

The Company’s Chief Legal Officer (CLO) serves as the Policy Administrator for the Corporate Governance Manual. The CLO has exclusive authority to interpret the Manual, and such interpretations are binding unless overruled by the Board. Questions regarding corporate governance policies shall be directed to the Chief Legal Officer at legal@doc.com.

MANAGEMENT

Our directors and officers currently serving our Company are as follows:

Set forth below is a brief description of the background and business experience of our officers and directors for the past five years.

Charles Nader, President, Chief Executive Officer, and Chairman of the Board

Charles Nader has been our President and Chief Executive Officer and Chairman since March 2021 and is responsible for setting the overall direction and product strategy for the company. He leads the design philosophy of Doc’s services and development of its core technology and infrastructure. Charles studied Medicine at Anahuac University before starting the company in New York City. In 2015 Mr. Nader was accepted into the Technology enabled blitzscaling program at Stanford University where he went to study the methodology of scaling technology companies worldwide. From 2016 to 2023 Mr. Nader spent time studying the healthcare industry worldwide, speaking to government officials in several countries as well as private industry to develop the Doc.com platform and create a form of affordable basic healthcare. Mr. Nader received an honorary doctorate degree from the World Leaders Organization and has focused his time in designing and advocating for a sustainable and scalable business model that provides basic healthcare for all which is the underlying mission of Doc.com’s business model. He founded Doc.com with the objective of addressing a significant global challenge—access to healthcare—and has focused on leveraging technology-driven innovation to expand access to universal basic healthcare services for humanity, including through the provision of free introductory consultations, subject to program terms.

Jamie Freed, Chief Marketing Officer and Director

Freed founded and leads Freed Management, where he manages and represents artists across film, music, sports, and digital platforms. He has structured deals for talents including Johnny Depp, Leonardo DiCaprio, Angelina Jolie, Eminem, Robin Williams, and Selena Gomez, whom he discovered. Freed served as the strategic partner and manager to Paris Hilton, overseeing Paris Hilton Entertainment Worldwide. Under his leadership, Hilton’s brand expanded to a $4 billion enterprise, including over 60 branded retail stores and products ranging from fragrances to footwear, properties, and motorcycles. His work includes advising companies and handling brand strategies, collaborations, and campaigns in the entertainment and technology sectors.

Alejandro Ulloa, Chief Financial Officer

Alejandro has nearly 30 years of experience in financial, operational, and strategic transformation. He has experience in value creation through financial discipline, capital efficiency, and organizational design in high-growth and restructuring environments. Alejandro has led organizations through change and built high-performance cultures. His experience spans public and private companies, including global consumer brands, diversified conglomerates, and financial institutions. He has held executive roles including CFO of a publicly traded company and a privately held company. Alejandro has led multidisciplinary teams across multiple geographies and business models, with experience in capital markets, M&A execution, corporate structure optimization, and enterprise-wide transformation initiatives. He holds an MBA from Yale University, a diploma in Real Estate from Harvard University, and a BA in Economics from ITAM.

Noel Trainor, Chief Operations Officer

Noel has over 30 years of experience in education and health initiatives. He has led a team of more than 400 professionals. Noel co-founded Knotion and Varmond, which provide solutions in education and health and have impacted over one million people worldwide. He advises on the OECD’s Education 2030 Action Framework. He has been recognized as an entrepreneur by Endeavor and as an EdTech leader by Holon IQ. Noel served as Local President of the Mexican Red Cross Council for 11 years and received the Generalísimo Morelos Award. Noel holds an Honorary Doctorate (Honoris Causa) from CNDHC-UNAM.

Hernan Ramirez, Chief Technology Officer

Hernan has over 20 years of experience in developing technology solutions for international companies. He has been recognized by AWS, Apple, and Google for his work in architecture, performance, and innovation. Hernan has developed solutions for the education and healthcare sectors utilizing AI, machine learning, security protocols, modern frameworks, and scalable architectures. He has led cross-functional teams to build secure, cloud-based infrastructures that enhance operational efficiency. His initiatives have enabled education and publishing firms, including Santillana and Knotion, to expand and implement solutions across Latin America.

Hernan holds a Master’s degree in Technology and Innovation.

Noemi Trainor, Chief Innovation Officer

Noemi Trainor, our Chief Innovation Officer since 2025, co-founded Knotion, an educational institution operating in Latin America that provides K-12 learning programs. Under her leadership, Knotion has served over one million learners and developed more than 1,700 interactive digital books.

Ms. Trainor serves as an advisor to the OECD Education 2030 Framework. She was a TEDx speaker in 2022 and was named one of Holon IQ’s 200 Top EdTech Leaders. She is an Endeavor entrepreneur, an Apple Distinguished Educator, and was recognized as one of Mexico’s Top 100 Women Entrepreneurs. Ms. Trainor holds an Honorary Doctorate (Honoris Causa) from CNDHC-UNAM.

Aaron Trager, Head of Pharmacy

Aaron Trager serves as Head of Pharmacy at Doc.com. Prior to joining Doc.com in 2024, he spent over a decade buying, growing, leading, and brokering pharmacies and medical clinics. He founded and served as CEO of a healthcare company that was acquired by Doc.com in 2024. Earlier in his career, he ran a company with fifty orthotic and rehabilitation clinics that was acquired by Centric Health. Previously, he practiced law at Shearman & Sterling in New York, where he represented clients including victims of the Madoff Ponzi scheme and medical device inventors, and handled matters related to the financial crisis. He is a member of the American Society for Pharmacy Law.

Ignacio Valencia, Chief Business Development Officer

Ignacio has experience in forming and developing high-performance teams and cultures within Fortune 100 corporations. He has forged strategic partnerships with global organizations, spearheaded turnarounds, and implemented performance solutions that drive growth. Ignacio has business acumen, analytical, problem-solving, and strategic planning skills. He has served as VP, GM, CRO, and CCO. He has managed teams across B2B and B2C environments in the industrial, education, and consumer product sectors. Ignacio is an alumnus of ITESM with a specialization in Business Development. He has completed programs at Harvard University in Top Management, Kellogg Graduate School of Management in Leadership and Profitable Marketing, and the University of California, Berkeley in Team Building.

Neil Kleinman, Head of Banking

Neil serves as Head of Banking at Doc.com. He has over 30 years of experience in banking, finance, and operations.

Neil has held leadership roles as Vice President of Finance, CEO, and CFO for multiple reporting companies, where he managed accounting and finance operations, collaborated with PCAOB auditors, and ensured governance compliance. He was most recently Head of Debt Capital Markets at a Wall Street-based brokerage firm. Neil has guided companies through capital markets at various growth phases whether privately-held or publicly listed.. He has originated and underwritten over $2.25 billion in senior secured loan and equity commitments in industries such as technology, healthcare, and consumer products. His tenure at Bloomberg provided insights into global financial markets. Neil has spearheaded corporate development for emerging technologies, including HIPAA-compliant cloud infrastructure and SaaS solutions. As Head of Banking, he oversees Doc.com’s financing strategy, reporting, and operational coordination across its telehealth, pharmacy, and insurance divisions.

Itzel Ocampo, MD, Chief Science Officer and Director

Dr Itzel has over a decade of experience in e-health and clinical practice. She has developed electronic health record systems and integrated epidemiological data into AI-driven solutions. She has experience in clinical modeling using OpenEHR technology, which is used by the NHS in the UK. She serves as Chief of the Surgery Department and as a clinical professor at two medical schools. She holds a certification in Artificial Intelligence in Healthcare from the Massachusetts Institute of Technology (MIT).

Lesly Kernisant, MD, Medical Director US

Dr. Kernisant is a board-certified physician with over 20 years of experience in patient care. Throughout his career, he has treated over half a million patients. He serves as Medical Director in the U.S., where he leads a national telemedicine network and directs a team of healthcare professionals. Under his leadership, the network provides care to patients across the country.

Daniel Fraser, Blockchain Deployment Director

Daniel Fraser serves as Blockchain Deployment Director at Doc.com, where he leads the vision, technical architecture, and deployment of decentralized technologies to enhance transparency, security, and operational efficiency. He has over 20 years of experience in the UK Oil & Gas sector, where he managed asset integrity of offshore installations and deployed technologies and digital solutions in high-stakes environments. Daniel provided strategic oversight of operations with international firms, including Total Energies. He has invested in Bitcoin for over a decade and has studied blockchain technology. Daniel holds a Master’s degree in Mechanical Engineering and a Diploma in Business Studies. He is a Chartered Engineer through the Institution of Mechanical Engineers (IMechE).

Rocio Nader, Chief Legal Director

Rocio Nader is a legal and compliance professional with international experience in financial services, regulatory compliance, corporate governance, and risk management. She previously served as a compliance officer at American Express, specializing in anti-money laundering (AML), financial crime prevention, and regulatory frameworks. She has advised technology and healthcare companies on cross-border compliance, telemedicine regulation, and corporate operations, and has experience in both corporate compliance and financial crime litigation. She holds a Bachelor of Laws (LL.B.) and a Master of Laws (LL.M.) from the Universidad Anáhuac and Universidad Latinoamericana.

Sergio del Valle, Independent Board Member and Chair of the Audit Committee

Sergio del Valle serves as an Independent Board Member and Chair of the Audit Committee at Doc.com. He has experience in private equity, investment banking, and corporate governance. Sergio held leadership roles at Wamex Private Equity, where he directed investments and chaired audit committees for portfolio companies. He has worked at Deutsche Bank and Grupo Televisa, where he drove capital market and M&A initiatives. Sergio holds a degree in Industrial Engineering from Universidad Panamericana and has completed executive training from IPADE Business School.

Jose Pablo Chico, Independent Board Member and Member of the Audit Committee

Jose Pablo Chico has over 10 years of experience at Lava Tap S.A. de C.V., a company in Mexico’s cleaning and maintenance industry. He has industry expertise and a client-first approach, with an emphasis on communication and personalized service. Mr. Chico has provided strategic oversight and guided decision-making processes. He is an investor in a skincare company and participates in community initiatives. These qualifications support his role as a member of the Audit Committee.

Fernando Braun, Independent Board Member and Member of the Audit Committee

Fernando Braun has served as CEO and Co-Founder of 2250 since 2019. He has over 15 years of leadership experience in various industries. At 2250, he developed skincare solutions using artificial intelligence. Previously, he served as Chief Sales Officer and Managing Director at Cultura Colectiva, where he led sales strategies and expanded business opportunities. Earlier in his career, he held revenue and sales leadership positions at Orange Communications, Grupo Mundo Ejecutivo, and Auge. Fernando holds a Bachelor of Science in Economics from Universidad Iberoamericana and has completed studies at Universidad de Monterrey. He has certifications from Y Combinator’s Startup School and the QUAY Acceleration Program.

EXECUTIVE COMPENSATION

Summary compensation table

The table below summarizes all compensation awarded to, earned by, or paid to our officers.

Employment agreements

The Company has entered into employment agreements with each of its executive officers. The material terms of these agreements are summarized below:

Base Salary. Annual base salaries for executive officers range from $100,000 to $280,000, as set forth in the executive compensation table above. Base salaries are subject to annual review and adjustment by the Board or the Compensation Committee.

Annual Bonus. Each executive officer is eligible for an annual cash bonus with a target of 50% of base salary, based on individual and company performance criteria established by the Board or the Compensation Committee. Payment of annual bonuses is subject to approval by the Board.

Signing Bonuses. Certain executive officers are entitled to one-time signing bonuses payable in shares of Class A Common Stock or RSUs, subject to Board approval. As of the date of this Offering Circular, these signing bonuses have not yet been approved or issued.

Equity Compensation. Executive officers are eligible to receive stock options and RSU awards pursuant to the Company’s Plan, subject to Board approval. As of the date of this Offering Circular, these equity awards have not yet been approved or granted.

Term. Employment agreements are generally at-will and do not have a specified term, except that certain agreements provide that employment commences on a specified effective date.

Termination Provisions. The Company may terminate executive officers’ employment at any time, with or without cause, subject to applicable law. In the event of termination without cause, executive officers may be entitled to severance benefits as determined by the Board, although no specific severance amounts are guaranteed by the employment agreements.

Change-of-Control Provisions. The employment agreements do not contain automatic vesting or severance acceleration provisions upon a change in control. Any acceleration of equity awards upon a change in control would be governed by the terms of the applicable award agreement under the Plan.

Non-Competition and Non-Solicitation. The employment agreements contain various relevant non-compete and non-solicit provisions.

Confidentiality. Executive officers are subject to confidentiality obligations with respect to the Company’s proprietary information and trade secrets.

The employment agreements for each executive officer are filed as exhibits to the Offering Statement of which this Offering Circular forms a part.

The Company has identified certain legacy provisions contained in previously executed employment agreements, including provisions relating to equity awards, transferability, vesting acceleration mechanics, and exercise price determinations, that may not be fully aligned with the Company’s current Equity Incentive Plan, Nasdaq listing standards, Section 409A of the Internal Revenue Code, and applicable SEC rules.

The Company intends to amend or restate such agreements, as necessary, to ensure full compliance with applicable securities laws, stock exchange requirements, and tax regulations. Any such amendments will be subject to Board approval and, where required, stockholder approval.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors.

PRINCIPAL SHAREHOLDERS

The following table sets forth as of the date of this Offering Circular, certain information regarding beneficial ownership of our common stock by:

Class A & B Common Stock:

DESCRIPTION OF SECURITIES

Class A Common Stock

Voting Rights. The holders of the Class A common stock are entitled to one vote for each share held on record on all matters submitted to a vote of the shareholders.

Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of our Class A common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of our Class A common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then- outstanding shares of preferred stock that may be created in the future.

Other Rights. Holders of our Class A common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the Class A common stock.

Class B Common Stock

Voting Rights. The holders of the Class B common stock are entitled to twenty votes for each share held on record on all matters submitted to a vote of the shareholders. As of the date of this Offering Circular, there are 15,000,000 shares of Class B Common Stock outstanding, all of which are held by Charles Nader, the Company’s Chief Executive Officer.

Conversion. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the election of the holder at any time. There are no automatic conversion triggers applicable to the Class B Common Stock, and shares of Class B Common Stock do not automatically convert upon transfer. Class B Common Stock is restricted from trading unless converted to Class A Common Stock.

Dividends and Liquidation

Dividends and Liquidation. Holders of Class B Common Stock share ratably with holders of Class A Common Stock in any dividends declared and in any distribution of net assets upon liquidation, dissolution, or winding up, in each case subject to the rights of holders of any then-outstanding shares of Preferred Stock.

Other Rights

Other Rights. Holders of Class B Common Stock have no preemptive, subscription, or redemption rights, and there are no sinking fund provisions applicable to the Class B Common Stock.

Class C Common Stock

The Certificate of Incorporation authorizes 75,000,000 shares of Class C Common Stock, par value $0.000001 per share. As of the date of this Offering Circular, no shares of Class C Common Stock have been issued or are outstanding.

Voting Rights

Voting Rights. Shares of Class C Common Stock have no voting power. Holders of Class C Common Stock are not entitled to vote on any matter submitted to a vote of stockholders, including the election of directors, except as may be required by applicable law.

Dividends and Liquidation

Dividends and Liquidation. Holders of Class C Common Stock share ratably with holders of Class A and Class B Common Stock in any dividends declared and in any distribution of net assets upon liquidation, dissolution, or winding up, in each case subject to the rights of holders of any then-outstanding shares of Preferred Stock.

Other Rights

Other Rights. The Board of Directors has not designated any specific rights, preferences, or restrictions for the Class C Common Stock beyond those set forth in the Certificate of Incorporation. The Company reserves the right to issue shares of Class C Common Stock in the future for any lawful corporate purpose, including but not limited to acquisitions, equity compensation, or capital raising transactions, in each case without stockholder approval. Because shares of Class C Common Stock carry no voting rights, the issuance of such shares would dilute the economic interests of existing stockholders without affecting the relative voting power of existing holders of Class A and Class B Common Stock.

Preferred Stock

The Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares of Preferred Stock, par value $0.000001 per share. As of the date of this Offering Circular, no shares of Preferred Stock have been issued or are outstanding, and the Board of Directors has not designated or authorized the rights and privileges of any series of Preferred Stock.

The Board of Directors is authorized, without further stockholder approval, to issue shares of Preferred Stock in one or more series and to fix the designations, powers, preferences, and relative, participating, optional, or other rights of any such series, including the following:

The issuance of Preferred Stock could adversely affect the voting power, economic interests, and other rights of holders of Class A Common Stock. The issuance of Preferred Stock with voting, conversion, or other rights could also have the effect of discouraging, delaying, or preventing a change of control of the Company. The Company has no current plans to issue any shares of Preferred Stock.

Warrants

As of the date of this Offering Circular, the Company has the following outstanding or committed warrant obligations:

Silver Rock Warrants

In connection with the Share Purchase Agreement, the Company is required to issue warrants to Silver Rock on the date of the Company’s public listing (the “Silver Rock Warrants”). The Silver Rock Warrants will entitle Silver Rock to purchase a number of shares of Class A Common Stock equal to 4% of the total outstanding shares of the Company on a fully diluted basis immediately following the public listing. The Silver Rock Warrants will be exercisable for a period of five years from the date of issuance at an exercise price per share equal to the lower of (i) $2.00 per share or (ii) 110% of the listing price immediately after the public listing. The Silver Rock Warrants have not been issued as of the date of this Offering Circular because the Company has not yet completed a public listing. In the event the Company does not complete a public offering or reverse merger but instead consummates a private transaction resulting in a change of control, the Company is required to pay Silver Rock a fee equal to 4% of the total consideration received by the Company, its stockholders, and management in such transaction, in lieu of the Silver Rock Warrants. See “Certain Relationships and Related Party Transactions - Share Purchase Agreement - Silver Rock Group” for a description of the Share Purchase Agreement.

Performance-Based Warrants

On February 26, 2025, the Company entered into performance-based warrant agreements with Enrique Ramirez and Noel Trainer. The material terms of these warrants, including the number of shares issuable, exercise price, vesting conditions, and expiration, are as follows.

There are a total of 24,000,000 performance-based warrants, each of which is exercisable for one share of the Company’s class A common stock, subject to the terms and conditions set forth in the warrant agreement. Of this amount, eighty percent (80%), equivalent to 19,200,000 warrants, are allocated to Enrique Ramirez Magaña, and twenty percent (20%), equivalent to 4,800,000 warrants, are allocated to Noel Thomas Trainor Padilla.

The warrants vest and become exercisable only upon satisfaction of the Share Price Milestones, as outlined below:

Share Price Milestone (30-Day VWAP) Warrants Issued

The Company shall verify achievement of each Share Price Milestone based on the volume-weighted average price (VWAP) of the Company’s common stock over thirty consecutive trading days, confirmed by the Company’s Board.

Each warrant shall be exercisable at a price of $0.10 per share, payable in cash at the warrant holder’s election. The warrants shall expire ten years from the effective date of the warrant agreement. Any unexercised warrants shall be automatically canceled and forfeited upon expiration.

The exercise of some or all of these warrants would result in the issuance of additional shares of Class A Common Stock and corresponding dilution to the ownership interests of investors in this offering. See “Risk Factors - Outstanding and committed warrants may result in significant dilution to investors.”

Anti-Takeover Effects of Our Certificate of Incorporation, Bylaws, and Delaware Law

Certain provisions of the DGCL and our Certificate of Incorporation and Bylaws could have the effect of discouraging, delaying, or preventing a merger, acquisition, tender offer, or other change of control transaction that a stockholder might consider favorable. These include:

Dual-Class Voting Structure

Our dual-class common stock structure, under which the Class B Common Stock carries 20 votes per share compared to one vote per share for Class A Common Stock, concentrates voting control in the hands of Charles Nader, who holds all 15,000,000 outstanding shares of Class B Common Stock. As a result of his Class A Common Stock holdings and his Class B Common Stock holding, Mr. Nader controls approximately 92.5% of the total voting power of the Company prior to this offering and will be able to control the outcome of all matters submitted to a stockholder vote, including the election and removal of directors, without the approval of any other stockholder. This concentrated control may discourage potential acquirers from making unsolicited offers to acquire the Company.

Blank Check Preferred Stock

The authority of the Board of Directors to issue Preferred Stock in one or more series and to determine the terms thereof, without stockholder approval, could be used to create additional voting, conversion, or other rights that could impede a change of control or that could dilute the interests of a potential acquirer.

Section 203 of the DGCL

As a Delaware corporation, the Company is subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (generally defined as a person who, together with its affiliates, beneficially owns 15% or more of the corporation’s outstanding voting stock) for a period of three years after the date the person became an interested stockholder, unless: (i) before the person became an interested stockholder, the board of directors approved either the business combination or the transaction that resulted in the person becoming an interested stockholder; (ii) upon completion of the transaction that resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock; or (iii) the business combination is approved by the board of directors and authorized at a stockholder meeting by the affirmative vote of at least 66⅔% of the outstanding voting stock not owned by the interested stockholder.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A Common Stock is Vstock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598.

PLAN OF DISTRIBUTION

We are offering up to 3,000,000 shares of our common stock, at an offering price of $8.00 per share (the “Offered Shares”). This Offering will terminate twelve months from the day the Offering is qualified, subject to extension for up to ninety (90) days or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”). There is no minimum purchase requirement for an investor and there is no minimum aggregate offering amount meaning the offering will proceed regardless of the total amount raised.

Subscriptions are irrevocable and the purchase price is non-refundable. All proceeds received by us from subscribers for the Offered Shares will be available for our use upon acceptance of subscriptions by us. There is no minimum offering amount and no escrow; funds will not be held in trust or escrow and will be available to us immediately upon subscription acceptance. In the event a subscription is rejected, we will refund the subscription amount to the investor within a reasonable time. Investors should be aware that this structure means we may raise very little capital and still deploy proceeds immediately.

Sales of these shares will commence only after qualification of the Offering Statement of which this Offering Circular forms a part and upon acceptance of subscriptions by us. This will be a continuous Offering pursuant to SEC Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis. The Class A shares will be offered by our officers and directors. Our officers and directors will not register as broker-dealers pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1 of the Securities and Exchange Commission.

In reliance on Rule 3a4-1, our officers and directors who offer the shares: (i) are not subject to any statutory disqualification as defined in Section 3(a)(39) of the Exchange Act; (ii) will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; (iii) are not and will not be, at the time of their participation, an associated person of a broker-dealer; and (iv) primarily perform, and will primarily perform at the end of the Offering, substantial duties on behalf of the Company other than in connection with transactions in securities. Further, our officers and directors: (A) will restrict their participation to any one or more of the activities described in Rule 3a4-1(a)(4)(ii); and (B) will participate in selling an offering of securities no more than once every 12 months other than in reliance on Rule 3a4-1(a)(4)(i) or (iii). No finder, platform, marketing agent, or compensated solicitor will be used in connection with this Offering.

Pricing of the Offering

As of the date of this Offering Circular there was no public market for our common stock. The public offering price was arbitrarily determined by us. The principal factors considered in determining the public offering price include:

How to Subscribe

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

If you decide to subscribe for the common stock in this offering, you should complete the following steps:

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, we have not set a maximum period of time to decide whether to accept or reject a subscription.

If a subscription is rejected, all funds will be returned to subscribers within thirty days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.

Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A (and not as defined in Section 2(a)(51) of the Investment Company Act of 1940). For general information on investing, we encourage you to refer to www.investor.gov.

Because this is a Tier 2, Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investors in this Offering exempt from this limitation are “accredited investors” as defined under Rule 501(a) of Regulation D under the Securities Act (each, an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

For purposes of calculating net worth, the value of your primary residence must be excluded. Any indebtedness secured by your primary residence up to the estimated fair market value of the residence at the time of the sale of the Offered Shares is not treated as a liability. Indebtedness secured by the residence in excess of its fair market value at the time of sale must be treated as a liability. Indebtedness secured by the residence that is incurred within 60 days before the sale of the Offered Shares (other than indebtedness incurred to acquire the residence) must be treated as a liability.

SHARES ELIGIBLE FOR FUTURE SALE

We have considered the integration framework under Rule 152 of the Securities Act and have determined that this Regulation A offering should not be integrated with our prior private placements. During 2024 and 2025, we conducted offerings under Regulation D and Regulation S, including sales at $4 per share with warrants to certain investors. These prior offerings are separate from this Regulation A offering based on the different exemptions relied upon, different offering terms, and the passage of time between offerings. The material terms of prior offerings are summarized in “Recent Sales of Unregistered Securities” and are cross-referenced in “Dilution” and the financial statements.

All of our outstanding shares not sold in this Offering will be “restricted securities” as defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 promulgated under the Securities Act, which rule is summarized below. The shares of Class A Common Stock sold in this Offering are not “restricted securities” and may be resold by non-affiliates without restriction. However, resales by affiliates remain subject to Rule 144 and other limitations as described below.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least one year, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the three months preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the acquisition, ownership and disposition of shares of our Class A Common Stock acquired pursuant to this offering. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, rulings and judicial decisions as of the date of this Offering Circular. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those summarized below. This summary does not address all aspects of U.S. federal income taxation and does not deal with foreign, state, local or other tax considerations that may be relevant to holders of our Class A Common Stock in light of their particular circumstances. In addition, this summary does not represent a detailed description of the U.S. federal income tax consequences applicable to holders who are subject to special treatment under the U.S. federal income tax laws, including, without limitation:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A Common Stock, the tax treatment of a partner in the partnership will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships that hold our Class A Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

This summary assumes that the shares of our Class A Common Stock will be held as “capital assets” (generally, property held for investment) under the Code. This summary is for general information purposes only, and is not tax advice. Each prospective investor should consult such investor’s own tax advisor regarding the particular U.S. federal, state, local and foreign tax consequences of purchasing, holding and disposing of our Class A Common Stock, including the consequences of any proposed change in applicable laws.

Tax Consequences to U.S. Holders

As used herein, a “U.S. Holder” means a beneficial owner of our Class A Common Stock that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (a) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (b) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Distributions

We have not paid, and do not anticipate paying, any cash dividends on our Class A Common Stock in the foreseeable future. However, if we do make distributions of cash or property on our Class A Common Stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A Common Stock and will be treated as described below under “—Sale or Other Taxable Disposition of Class A Common Stock.”

Dividends received by a non-corporate U.S. Holder may be “qualified dividend income” taxable at reduced long-term capital gains rates, provided that the U.S. Holder holds the shares of our Class A Common Stock for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. Dividends received by corporate U.S. Holders may be eligible for the dividends-received deduction, subject to applicable limitations.

Sale or Other Taxable Disposition of Class A Common Stock

A U.S. Holder will recognize gain or loss on the sale, taxable exchange or other taxable disposition of our Class A Common Stock. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Common Stock so disposed of exceeds one year. The amount of gain or loss recognized will generally be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Class A Common Stock so disposed of. A U.S. Holder’s adjusted tax basis in its Class A Common Stock will generally equal the U.S. Holder’s acquisition cost for such stock less any prior distributions treated as a return of capital. Long-term capital gains recognized by non-corporate U.S. Holders are generally eligible for reduced rates of tax. The deductibility of capital losses is subject to limitations.

Net Investment Income Tax

Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds are subject to a 3.8% tax on net investment income, which may include all or a portion of their dividend income and net gains from the disposition of shares of our Class A Common Stock. U.S. Holders should consult their tax advisors regarding the applicability of this tax to their particular circumstances.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to dividends paid to a U.S. Holder and to the proceeds of the sale or other disposition of our Class A Common Stock, unless the U.S. Holder is an exempt recipient. Backup withholding (currently at a rate of 24%) may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the Internal Revenue Service (the “IRS”) that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

THE PRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF SHARES OF OUR CLASS A COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

LEGAL MATTERS

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon for the Company by Foley & Lardner LLP.

INDEMNIFICATION

The Delaware General Corporation Law provides that the Company may indemnify its current or former officers, directors, employees, agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the Company’s best interest.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us pursuant to provisions of our certificate of incorporation and bylaws, or otherwise, we have 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 our payment of expenses incurred or paid by a director, officer, or controlling person 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 of 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.

BAD ACTOR DISQUALIFICATION

No disqualifying events described in Rule 262 of Regulation A (the “Disqualification Events”) are applicable to the Company, its predecessors, affiliates, directors, officers, general partners, managing members, promoters, underwriters, or any beneficial owner of 20% or more of the Company’s outstanding voting securities, calculated on the basis of voting power, or any compensated solicitor. The Company has made a reasonable inquiry to determine whether any covered persons are subject to Disqualification Events. The Company conducted third-party background checks and obtained officer and director questionnaires covering the applicable look-back periods under Rule 262(a)(1) through (a)(8) under the Securities Act. The Company is not aware of any events that would require disclosure under Rule 262(b) of Regulation A. The Company will also conduct a reasonable inquiry before permitting any new director, executive officer, or other covered person to participate in the offering and will not permit any person who is subject to a disqualifying event to participate in the offering.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, and have amended, a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of Class A Common Stock offered hereby. This Offering Circular, which constitutes Part II of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Class A Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement.

Ongoing Reporting Obligations Under Regulation A

Following the qualification of the Offering Statement, the Company will be subject to the reporting requirements of Regulation A under the Securities Act. As a Tier 2 issuer, the Company will be required to file the following reports with the SEC:

Annual Reports on Form 1-K. The Company will be required to file an annual report on Form 1-K with the SEC within 120 calendar days after the end of each fiscal year. The annual report will include, among other things, audited financial statements for the two most recently completed fiscal years (or such shorter period that the Company has been in existence) prepared in accordance with U.S. generally accepted accounting principles, and a management’s discussion and analysis of financial condition and results of operations.

Semiannual Reports on Form 1-SA. The Company will be required to file a semiannual report on Form 1-SA with the SEC within 90 calendar days after the end of the first six months of each fiscal year. The semiannual report will include unaudited interim financial statements and an updated management’s discussion and analysis.

Current Reports on Form 1-U. The Company will be required to file a current report on Form 1-U with the SEC to disclose certain specified events, including: (i) fundamental changes to the nature of the Company’s business; (ii) a change in the Company’s certifying accountant; (iii) a change in control of the Company; (iv) the departure of the Company’s principal executive officer, principal financial officer, or principal accounting officer; (v) any material unresolved disputes with the Company’s certifying accountant; and (vi) certain other events enumerated in Rule 257(b)(4) of Regulation A. Current reports must be filed promptly after the occurrence of the reportable event.

Special Financial Reports on Form 1-K. If the date of qualification of the Offering Statement is more than 120 days after the end of the Company’s most recent fiscal year, the Company will be required to file a special financial report on Form 1-K within 120 calendar days after the qualification date, containing updated financial statements as specified in Rule 257(b)(3) of Regulation A.

Exit Reports on Form 1-Z. The Company’s obligation to file annual and semiannual reports will continue for as long as the Company is required to do so under Rule 257(b) of Regulation A. The Company may suspend its reporting obligations by filing an exit report on Form 1-Z with the SEC if: (i) the Company has filed all reports due under Regulation A for the three most recently completed fiscal years (or such shorter period that the Company has been subject to Regulation A reporting); (ii) the Company has no more than 300 holders of record of each class of securities that was offered pursuant to Regulation A; and (iii) no Regulation A offering of the Company’s securities is currently being conducted.

Availability of Reports

All reports filed by the Company pursuant to Regulation A, and the Offering Statement of which this Offering Circular forms a part, are publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov. The Company also intends to make its Regulation A filings available on its website at www.doc.com. Information contained on, or accessible through, the Company’s website does not constitute part of this Offering Circular and should not be relied upon in connection with making an investment decision.

Investors and prospective investors may also review and copy any documents the Company files with the SEC by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

As a Regulation A reporting company, the Company will not be subject to the full reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the requirements of Sections 13 or 15(d) thereof, unless and until the Company becomes subject to such requirements by reason of listing on a national securities exchange, exceeding the asset and holder thresholds in Section 12(g) of the Exchange Act, or otherwise. The Regulation A reporting obligations described above are more limited in scope than Exchange Act reporting and do not include, among other things, requirements to file quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, or reports required by Section 16 of the Exchange Act regarding changes in beneficial ownership by officers, directors, and 10% stockholders. Investors should be aware that less information will be publicly available about the Company than would be the case if the Company were subject to full Exchange Act reporting.

FINANCIAL STATEMENTS

DOC.COM INC.

3,000,000 CLASS A SHARES OF COMMON STOCK

$8.00 PER SHARE

We have not authorized any dealer, salesperson or other person to give you written information other than this Offering Circular or to make representations as to matters not stated in this Offering Circular. You must not rely on unauthorized information. This Offering Circular is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this Offering Circular nor any sales made hereunder after the date of this Offering Circular shall create an implication that the information contained herein nor the affairs of the Company have not changed since the date hereof.

THE DATE OF THIS OFFERING CIRCULAR IS March [   ], 2026

DOC.COM INC.

September 30, 2025

(Expressed in U.S. dollars)

Doc.Com Inc

Condensed Consolidated Interim Balance Sheets

(Expressed in U.S. dollars)

Nature of operations (Note 1) and going concern (Note 2)

Commitments and contingencies (Note 19)

Subsequent events (Note 21)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements

Doc.Com Inc.

Condensed Consolidated Interim Statements of Operations and Other Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements

Doc.Com Inc.

Condensed Consolidated Interim Statements of Shareholders’ Equity (Deficit)

(Expressed in U.S. dollars)

(Unaudited)