UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

ANNUAL REPORT

SEMIANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

DOC.COM INC.

(Exact Name of Registrant as Specified in Its Charter)

4 World Trade Center, 150 Greenwich Street, 2939, New York, NY 10007

[+1-424-266-8277]

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Charles Nader

Chief Executive Officer

DOC.COM INC

Doc.com Inc.

Address: 4 World Trade Center, 150 Greenwich Street, 2939, New York, NY 10007

+1-424-266-8277

Special Note Regarding Forward-Looking Statements

In this report, the term “we,” “us,” “our” or “the Company” refers to Doc.com Inc

This report may contain forward-looking statements, as that term is defined under the federal securities laws. Forward-looking statements include, among others, statements about our business plan, strategy and industry. These statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity,” and similar words or phrases or the negatives of these words or phrases. These forward-looking statements are based on our current assumptions, expectations, and beliefs and are subject to substantial risks, estimates, assumptions, uncertainties, and changes in circumstances that may cause our actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement, including, among others, the profitability of the business. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, we assume no obligation and do not intend to update any forward-looking statement to reflect events or circumstances after the date hereof.

Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We were incorporated in Delaware on March 31, 2021 as Doc.com Inc. The Company is a digital healthcare technology company focused on telehealth services, healthcare-related software platforms, and healthcare product distribution. Our principal business offices are in leased office space at 4 World Trade Center, 150 Greenwich, 2939, New York, NY 10007. Our telephone is 424-266-8277, and our email address is Contact@Doc.com. Our website is www.Doc.com.

At inception, our activities consisted primarily of organizational matters, capital raising, and development of our technology platform. Subsequent to formation, we have expanded operations through strategic acquisitions and the launch of healthcare services in the US beginning in West Virginia. The parent company, when excluding the revenue from the strategic acquisitions, has historically generated limited or no revenue and is now in early stage of commercialization.

Platform and Services

Doc.com operates a digital telehealth platform designed to connect patients with licensed healthcare professionals, including physicians, psychologists, and veterinarians. We facilitate telehealth consultations and support the sale of over-the-counter healthcare products and prescription drugs through an online marketplace.

Our initial consultations are offered at no cost to the patient. Consultations exceeding the initial free consultation are subject to service fees charged directly by the Company. Healthcare providers using the platform act as independent providers and bill patients separately through their own practices or through patients’ insurance, where applicable. We operate subject to applicable federal and state regulatory requirements, including state licensure, scope-of-practice rules, and pharmacy regulations, where applicable.

We launched healthcare services initially in the state of West Virginia, where we support telehealth consultations and healthcare-related product distribution with plans to expand to the remaining US states and Globally, subject to applicable regulatory requirements.

SaaS and Education Technology Operations

We expanded our business through the acquisition of Knotion, S.A. DE C.V. (“Knotion”) an award winning education technology company based in Mexico. The acquisition was completed through TMB, a parent entity within the Company’s 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 designed to support platform operations, improve workflow efficiency, and provide aggregated insights related to telehealth consultations and user engagement. These tools are assistive in nature and do not replace professional medical judgment.

Blockchain Technology

We employ blockchain-based methods designed to enhance data traceability and security for certain data flows, subject to applicable privacy and data security laws and requirements.

Revenue Model

The Company anticipates its 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 the Flatiron Pharmacy LLC, an online pharmacy owned by us, 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.

Industry Background

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. Third-party industry reports project continued growth in telehealth adoption. We believe we stand at the forefront of this transformative landscape, pioneering innovation through our AI-driven approach to healthcare delivery. While we believe our strategy is aligned with increased use of virtual care, competition is significant and regulatory changes may affect adoption and reimbursement.

We believe our model revolutionizes healthcare accessibility by offering a free initial medical consultation with licensed healthcare professionals and basic healthcare services, democratizing universal access to essential medical assistance. Leveraging AI, we optimize 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, we personalize healthcare experiences, ensuring tailored solutions for individual patient needs.

Our commitment to innovation extends beyond diagnosis and analytics to encompass comprehensive healthcare solutions. Our AI-powered platform facilitates remote consultations, empowering patients to receive timely and informed medical guidance from anywhere from healthcare professionals. Further, our 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 our consumer-centric approach, we distinguish ourselves through strategic collaborations and partnerships, fostering a dynamic ecosystem of healthcare innovation. By harnessing the collective expertise of industry stakeholders, we are poised to continue leading the charge towards a more accessible, efficient, and personalized healthcare landscape, underpinned by the transformative potential of AI and Blockchain technology.

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. We actively search for potential acquisitions that could enhance our capabilities in AI, telehealth, logistics, blockchain or other next-generation technologies and 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.

Operating Results

The following table summarizes our results of operations for the three and six months ended June 30, 2025 and 2024:

The results of operations of TMB and Knotion have been included in the consolidated financial statements since the acquisition date of August 8, 2024, and are not included in the comparative amounts reflecting the six months ended June 30, 2024.

The results of operations of 405 Ontario, RX Angle, and Flat Iron have been included in the consolidated financial statements since the acquisition date of October 7, 2024, and are not included in the comparative amounts reflecting the six months ended June 30, 2024.

Revenue

For the six months ended June 30, 2025, we had total sales of $9,926,192, which consisted of $8,975,962 relating to the education software operating segment, and $950,230 relating to the pharmacy operating segment. There were no revenue-generating operating segments for the six months ended June 30, 2024.

Operating expenses

For the six months ended June 30, 2025, we had total operating expenses of $17,935,954, compared to total operating expenses of $203,549 for the six months ended June 30, 2024. The increase of $17,732,405 was primarily due to an increase of $16,459,111 in general and administrative expenses, $342,958 in amortization and depreciation and $287,439 in advertising and marketing expenses. The increase in general and administrative expenses of $16,459,111 was primarily due to the increase in stock-based compensation related to the signing bonus shares issuable to executive officers and the increase in salaries and wages, contractor expenses, and other general and administrative expenses related to the operations of the acquired subsidiaries during 2025 as compared to 2024.

Other income and expenses

For the six months ended June 30, 2025, we had total other expenses of $538,561, compared to total other expenses of $71,352 for the six months ended June 30, 2024. The increase of $467,209 was primarily due to an increase of $1,078,653 in interest expense, partially offset by an increase in other income of $607,019 during 2025 as compared to 2024. The increase in interest expense of $1,078,653 and other income of $607,019 was primarily due to the operations of the acquired subsidiaries during 2025 as compared to 2024.

Plan of Operations

As of June 30, 2025, Doc.com’s strategic focus was on capital formation and pursuing strategic acquisitions to scale its core infrastructure, platform capabilities, and market reach. Key agreements were executed during the period, including with the Red Cross, and UNAM;

Doc.com’s operational priorities during this period centered on raising capital, signing collaboration agreements and further developing its technology infrastructure, enhancing financial reporting and governance infrastructure to support public company readiness and preparing for its anticipated listing. Execution of this strategy is expected to strengthen the Company’s foundation for long-term growth and enable scaled deployment of its health technology platform.

Milestones and quarterly spending:

As of June 30, 2025, the Company is preparing for a significant period of operational expansion, subject to successful capital raising and a planned public listing. Our strategic direction is focused on enhancing our internal structure, improving our technology platforms, brand awareness, and positioning the Company to close and integrate key partnerships and acquisitions. The company believes its business model can grow significantly due to the nature of its capability of being implemented across global markets starting with its current partnerships with the Red Cross and estimates upwards of one billion in revenues within a five year period.

In the months following September 30, management intends to pursue a direct listing that will enable access to the capital markets. In the interim we expect to bolster our access to capital and pursue bridge capital through private placements and institutional fundraising efforts.

The Company is also evaluating several strategic acquisitions intended to strengthen our intellectual property base, regional presence, and technical capabilities. These include potential transactions in both the healthcare and Information Technology -SaaS sectors.

Operationally, our spending is expected to increase through the remainder of the year to support regulatory readiness, audit and compliance, and internal hiring across finance and engineering. These efforts are necessary to meet the requirements for listing, establish GAAP-compliant financial controls, and prepare our platforms for pilot deployment in target markets.

Our leadership changes and ongoing restructuring of financial oversight, were aimed at supporting these milestones.

Liquidity and Capital Resources

Since its inception, the Company’s strategy has been to seek private investment through a conservative approach involving friends and family. Despite liquidity challenges, this strategy has enabled the Company to raise capital to fund product development and sustain operations during critical periods.

During the six months ended June 30, 2025, the Company raised $8,000 from the issuance of 2,000 shares of Class A Common Stock and $6,302,525 from subscriptions of units with Axen Capital at $4 per unit with each unit consisting of one common share of Class A Common Stock and one warrant. Each warrant is exercisable at $8 per share and expires five years from the date of issuance. This capital has supported the Company in continuing its operations and advancing its business objectives.

As of June 30, 2025, the Company had issued a total of 186,912,269 Class A Common Stock. The Company has taken a conservative approach in its capital raising activities, focusing on maintaining a strong shareholder base while ensuring sufficient liquidity for growth.

In addition to Class A shares, the Company has also issued 15 million Class B Common Stock to its Founder from a total of 50 million authorized shares. Class B shares are restricted from trading unless converted into Class A Common Stock.

Looking forward, the Company is focused on growing its application user base to the remaining US states and Mexico through a 12 month rollout plan. However, the Company’s ability to continue operations is dependent on securing additional capital through its ongoing Reg D or Reg A+ offerings. If the Company is unable to raise sufficient capital, it may need to explore other financing options, such as loans, which could involve high-risk financing costs. If such financing is unavailable, the Company would be forced to cease operations, potentially resulting in a total loss for investors.

As of February 02, 2026, the Company has received total proceeds of $10,008,000 from subscription of units with Axen Capital and individual investors.

Cash Flows

The following table presents cash used in operating, investing and financing activities during the six months ended June 30, 2025 and 2024:

The increase in cash used in operating activities during 2025 as compared to 2024 was primarily due to the net loss of $12,670,341 in 2025 compared to net loss of $274,901 in 2024 with a decrease in deferred revenue of $3,880,084 and advance of $1,170,000, partially offset by an increase in stock-based compensation of $9,523,527 and change of amortization and depreciation in cost of sales of $2,011,644. The increase in cash used in investing activities during 2025 as compared to 2024 was primarily due to payment to former equity holder of 405 Ontario of $1,199,673 and $751,751 payment to former shareholders of TMB Financial S.A. DE D.V. The increase in cash provided by financing activities was primarily due to an increase in proceeds from subscriptions received of $6,302,525, proceeds long-term debt of $1,169,420 and proceeds from bank credit loans of $1,002,740, partially offset by an increase in principal payments on finance lease obligations of $680,716.

Off-Balance Sheet Arrangements

As of June 30, 2025, we did not have any off-balance sheet arrangements.

Item 2. Directors and Officers

Executive Officers and Directors

The following table provides information regarding our executive officers, significant employees and directors as of February 02, 2026.

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, including through the provision of free introductory consultations, subject to program terms.

Jamie Freed, Chief Marketing Officer and Director

Prominent talent manager and entrepreneur, known for shaping the careers of some of the world’s most iconic celebrities and building brands that resonate globally. He founded and leads Freed Management, where he manages and represents top-tier artists across film, music, sports, and digital platforms. Over his career, Freed has been instrumental in structuring deals for talents like Johnny Depp, Leonardo DiCaprio, Angelina Jolie, Eminem, Robin Williams, and Selena Gomez, whom he discovered and helped turn into a global superstar.

Freed has a track record of creating multi-billion-dollar brands. Notably, he served as the strategic partner and manager to Paris Hilton, overseeing Paris Hilton Entertainment Worldwide. Under his leadership, Hilton’s brand expanded into a massive $4 billion empire, encompassing over 60 branded retail stores and a diversified product range from fragrances to footwear, properties, and even motorcycles.

Beyond celebrity representation, Freed is recognized for his ability to bridge the entertainment and technology sectors. His work includes advising companies and handling brand strategies, collaborations, and high-profile campaigns. His forward-thinking approach and exceptional knack for business have cemented his status as a game-changing leader in the entertainment industry.

Alejandro Ulloa, Chief Financial Officer

Doc.com’s Chief Financial Officer (CFO), is an impact-driven executive leader with nearly three decades of experience driving financial, operational, and strategic transformation across top-performing organizations. Recognized for driving value creation through financial discipline, capital efficiency, and organizational design in both high-growth and restructuring environments. Alejandro is known for his ability to lead complex organizations through change, build high-performance cultures, and align financial and business strategy to deliver sustainable growth. His leadership spans public and private companies, including global consumer brands, diversified conglomerates, and financial institutions. A strategic thinker with deep financial acumen and a hands-on approach, he has held executive roles including CFO of both a publicly traded and a privately held company. He has led multidisciplinary teams across multiple geographies and business models, with experience spanning 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. Alejandro brings to every challenge a sharp strategic vision, collaborative leadership, and a commitment to excellence and long-term value creation.

Noel Trainor, Chief Operations Officer

Visionary entrepreneur dedicated to transforming lives globally through quality education and health initiatives. With over 30 years of experience and a human-centered leadership approach, Noel has guided a multidisciplinary team of more than 400 professionals, committed to excellence in transforming both education and healthcare. He is recognized for driving operational efficiency, streamlining processes, and optimizing resources to achieve peak performance across all organizational functions.

As the co-founder of Knotion and Varmond, Noel has pioneered breakthrough solutions that position both as global leaders in innovative education and health, directly impacting over 1 million people worldwide. His expertise extends to advising on the OECD’s Education 2030 Action Framework, and he is celebrated as a high-impact entrepreneur by Endeavor and a top EdTech leader by Holon IQ. In addition, Noel’s 11-year tenure as Local President of the Mexican Red Cross Council highlights his dedication to social impact, a role in which he earned the prestigious Generalísimo Morelos Award. Recognizing his significant contributions, he was awarded an Honorary Doctorate Degree (Honoris Causa) by CNDHC-UNAM.

Hernan Ramirez, Chief Technology Officer

Hernan is a globally recognized technology visionary with over 20 years of experience in developing scalable and innovative solutions for top-tier international companies. Recognized by leading technology giants such as AWS, Apple, and Google for his exceptional architecture, performance, and groundbreaking work, Hernan excels in crafting cutting-edge solutions that harness advanced technologies tailored to the education and healthcare sectors.

Leveraging AI, machine learning, robust security protocols, top modern frameworks, and scalable architectures, Hernan drives growth and empowers organizations to achieve their strategic objectives. He spearheads cross-functional teams to build secure, cloud-based infrastructures that enhance operational efficiency and deliver transformative results. His strategic initiatives have enabled premier education and publishing firms, including Santillana and Knotion, to expand and implement revolutionary solutions across Latin America.

Committed to excellence and innovation, Hernan continuously pushes the boundaries of technology to solve complex challenges and foster sustainable growth. He holds a Master’s degree in Technology and Innovation and remains dedicated to advancing the field through continuous learning and leadership in cutting-edge technological advancements.

Noemi Trainor, Chief Innovation Officer

Award-winning visionary and transformational leader, Noemi drives impactful social change through pioneering innovation and strategic foresight. Renowned for merging design thinking with bold strategy, she crafts solutions that address complex challenges through cross-functional collaboration and inventive problem-solving.

Dedicated to revolutionizing K-12 learning, Noemi co-founded Knotion, a globally recognized institution that has redefined education in Latin America. Her mission to nurture conscious, socially responsible individuals has reached over a million learners, empowering them with the skills for the 5.0 era. With over 1,700 interactive digital books under her leadership, she has reshaped educational content to be more engaging and impactful.

As a trusted advisor for the OECD Education 2030 Framework, TEDx speaker (2022), and one of Holon IQ’s 200 Top EdTech Leaders, Noemí’s influence spans globally. She is also a high-impact Endeavor entrepreneur, an Apple Distinguished Educator, and one of Mexico’s Top 100 Most Influential Women Entrepreneurs. With an Honorary Doctorate (Honoris Causa) from CNDHC-UNAM, Noemí’s lifelong dedication to education continues to inspire and elevate future generations.

Aaron Trager, Head of Pharmacy

Aaron Trager is the Head of Pharmacy at Doc.com, where he drives the company’s pharmacy strategy, growth, and operational excellence. Before joining Doc.com, Aaron spent more than a decade successfully buying, growing, leading, and brokering pharmacies and medical clinics. As founder and CEO of his own healthcare company, he built a reputation for crafting win-win partnerships, transforming underperforming operations into thriving community pillars, and delivering strong returns while improving patient access to care. His track record of scaling businesses and forging strategic partnerships ultimately culminated in his company’s acquisition by Doc.com in 2024.

Aaron joined Doc.com because he saw in its mission—providing accessible, affordable healthcare to all—a rare opportunity to align his business acumen with a cause that matters deeply. He believes the future of healthcare lies at the intersection of innovation, technology, and compassion, and is committed to helping Doc.com realize that vision globally.

Earlier in his career, Aaron ran a company with fifty orthotic and rehabilitation clinics that was acquired by Centric Health. Prior to that, he practiced law at Shearman & Sterling (now Sherman A&O) in New York, where he represented clients ranging from victims of the Madoff Ponzi scheme to medical device inventors, alongside handling complex matters related to the financial crisis. He is a member of the American Society for Pharmacy Law and remains active in healthcare and legal industry circles.

Ignacio Valencia, Chief Business Development Officer

Global, results-driven visionary leader with a distinguished record in forming and developing high-performance teams and cultures within Fortune 100 corporations. Renowned for forging strategic partnerships with leading global organizations, spearheading successful turnarounds, and implementing innovative performance solutions that drive profitable and sustainable growth.

Ignacio possesses exceptional business acumen, complemented by strong analytical, problem-solving, and strategic planning skills. A top-performing and hands-on leader with extensive experience as a top-performing VP, GM, CRO, and CCO. Experienced in managing high-impact teams across B2B and B2C environments, spanning the industrial, education, and consumer product sectors.

An alumnus of ITESM, with a specialization in Business Development, and a graduate of esteemed programs at Harvard University (Top Management), Kellogg Graduate School of Management (Leadership & Profitable Marketing), and the University of California, Berkeley (Team Building), he embodies a commitment to excellence and continuous innovation.

Neil Kleinman, Head of Banking

Doc.com’s Head of Banking, is a seasoned business executive with over 30 years of experience in banking, finance, and operations. He has held leadership roles as Vice President of Finance, CEO, and CFO for multiple reporting companies, where he successfully managed accounting and finance operations, collaborated with PCAOB auditors, and ensured governance compliance. He was most recently Head of Debt Capital Markets of a Wall Street based brokerage firm. With a deep background in guiding companies through the capital markets, at each phase of their growth across the whole capital stack. Neil has originated and underwritten over $2.25 billion in senior secured loan and equity commitments across industries such as technology, healthcare, and consumer products. His tenure at Bloomberg provided him with extensive insights into global financial markets, further strengthening his strategic leadership capabilities. Additionally, he has spearheaded corporate development for emerging technologies, including HIPAA-compliant cloud infrastructure and SaaS solutions. As Head of Banking, Neil will oversee Doc.com’s financing strategy, reporting, and operational coordination across its telehealth, pharmacy, and future insurance divisions, ensuring strong financial stewardship as the company continues its growth.

Itzel Ocampo, MD, Chief Science Officer and Director

With over a decade of experience at the intersection of e-health and clinical practice, she is a trailblazer committed to revolutionizing healthcare through innovative technology. As the architect behind advanced electronic health record systems, she has pioneered the integration of clinically relevant epidemiological data into AI-driven solutions. Her expertise in clinical modeling using OpenEHR technology—employed by the NHS in the UK—positions her as the only medical doctor in Latin America mastering this cutting-edge approach to clinical data mining.

Beyond her technological contributions, she leads as Chief of the Surgery Department and shapes the next generation of healthcare professionals as a clinical professor at two medical schools.

She holds a prestigious certification in Artificial Intelligence in Healthcare from the Massachusetts Institute of Technology (MIT), underscoring her commitment to bridging the gap between technology and medicine.

Lesly Kernisant, MD, Medical Director US

A board-certified senior physician with over two decades of experience, distinguished by an unwavering commitment to excellence in patient care. Throughout his career, Dr. Kernisant has successfully treated over half a million patients, earning a reputation as a trusted leader in the medical field. Currently serving as Medical Director in the U.S., he leads a national telemedicine network and directs a dedicated team of healthcare professionals.

Under his leadership, this network consistently delivers high-quality, accessible care to patients across the country, advancing telemedicine and redefining patient-centered healthcare.

Daniel Fraser, Blockchain Deployment Director

Daniel Fraser serves as Blockchain Deployment Director at Doc.com. At the forefront of the company’s blockchain strategy, Daniel defines and leads the vision, technical architecture, and deployment of decentralized technologies that enhance transparency, security, and operational efficiency across Doc.com’s platforms. With over two decades of experience in the UK Oil & Gas sector, Daniel managed the asset integrity of offshore installations, driving the deployment of cutting-edge technologies and digital solutions in complex, high-stakes environments. His strategic oversight of operations with leading international firms, including Total Energies laid the groundwork for his transition into blockchain and emerging technologies. As a long-time believer in the transformative power of decentralised systems, Daniel began investing in Bitcoin over a decade ago. His interest evolved into a deep professional focus as he studied blockchain technology and its potential to solve critical challenges in business and beyond. This combination of technical knowledge and industry experience informs his strategic approach at Doc.com.

Daniel holds a Master’s degree in Mechanical Engineering and a Diploma in Business Studies. He is also a Chartered Engineer through the Institution of Mechanical Engineers (IMechE). His work sits at the intersection of engineering discipline, business acumen, and technological innovation, driving the future of decentralized healthcare solutions.

Rocio Nader, Chief Legal Director

Rocio Nader is the Chief Legal Director. She 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.).

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

Sergio del Valle is a dynamic leader in finance, renowned for his expertise in private equity, investment banking, and corporate governance. As an Independent Board Member and Chair of the Audit Committee at Doc.com, he ensures financial integrity and strategic oversight for one of the most innovative companies in healthcare technology. His impressive career spans leadership roles at Wamex Private Equity, where he directed high-impact investments and chaired audit committees for top-performing portfolio companies. He also brought his vision to global finance powerhouses like Deutsche Bank and Grupo Televisa, driving major capital market and M&A initiatives. An Industrial Engineering graduate from Universidad Panamericana with advanced executive training from IPADE Business School, Sergio combines analytical precision with bold decision-making, making him a key player in shaping Doc.com’s future.

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

Jose Pablo Chico is a seasoned business professional with over a decade of experience at Lava Tap S.A. de C.V., a prominent company in Mexico’s cleaning and maintenance industry. Born and raised in Mexico City, he has demonstrated extensive industry expertise and a commitment to a client-first approach, underscored by clear communication and personalized service. Mr. Gomez Vega’s strategic oversight and proven ability to guide complex decision-making processes have contributed significantly to the company’s success. In addition to his role at Lava Tap, his active involvement as an investor in a skincare company and his engagement in community initiatives further highlight his multifaceted business acumen. These qualifications support his candidacy as a member of the Audit Committee, where his strategic insight and experience in corporate oversight are expected to add substantial value.

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

Fernando Braun is a visionary entrepreneur with over 15 years of progressive leadership experience spanning diverse industries. As CEO and Co-Founder of 2250 since early 2019, he has been pivotal in revolutionizing the skincare landscape by harnessing advanced artificial intelligence to create personalized, research-backed skincare solutions that honor the uniqueness of every individual. Prior to his current role, Fernando demonstrated his strategic and operational prowess at Cultura Colectiva, serving as both Chief Sales Officer and Managing Director, where he led innovative sales strategies and expanded new business opportunities. Earlier in his career, he held key revenue and sales leadership positions at Orange Communications and played instrumental roles in driving market growth with Grupo Mundo Ejecutivo and Auge. Fernando’s strong academic foundation—anchored by a Bachelor of Science in Economics from Universidad Iberoamericana and further studies at Universidad de Monterrey—is complemented by certifications from Y Combinator’s Startup School and the QUAY Acceleration Program, underscoring his commitment to innovation and excellence in business.

Family Relationships

Noel Trainor and Noemi Trainor are married to one another. Ignacio Valencia is a sibling of Noemi Trainor. Rocio Nader is a sibling of Charles Nader.

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. These agreements are designed to comply with applicable labor laws and regulatory requirements in the relevant jurisdictions in which the Company operates. Executive compensation arrangements are intended to be competitive with market practices and generally consist of three primary components: (i) fixed compensation, including base salary and customary employee benefits; (ii) performance-based annual cash bonuses; and (iii) long-term equity-based incentives, which may include the opportunity to acquire equity interests in the Company, subject to applicable plans and agreements.

The Company believes that these compensation arrangements are structured to align the interests of management with those of the Company and its shareholders, while supporting the attraction, retention, and motivation of experienced executive talent necessary to execute the Company’s business strategy over the medium and long term.

Director compensation

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

Related Party Transactions

All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount which is the amount agreed to by the Company and the related party.

The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel were as follows:

The Company entered into the following agreements with its executive officers:

* In addition to the annual salary, the officers are eligible for an annual cash bonus with a target of 50% of base salary, based on performance and subject to the approval from the Board of Directors.

** In addition to the annual salary, the officers are eligible to receive a bonus in an amount determined by the compensation committee and paid in either stock, stock options and/or cash.

*** The officers are eligible to receive a one-time signup bonus in shares. As of February 02, 2026, the Company has not yet issued the shares.

**** Subject to prior approval of the Board of Directors, the officers are eligible to receive a one-time signing bonus in RSUs in accordance with the Company’s Equity Plan. The RSUs shall be settled upon the occurrence of a public offering, direct listing, or other public market listing of the Company (including, without limitation, a listing on Nasdaq or any other recognized national securities exchange), as determined by the Board of Directors in its sole discretion. As of February 02, 2026, the Company has not approved the grant of the RSUs.

***** Subject to prior approval of the Board of Directors, the officers are eligible to receive stock options and RSU awards in accordance with the Company’s Equity Plan. As of February 02, 2026, the Company has not approved the grant of the stock options and RSUs.

The Company has also entered into an equity award agreement with Jamie Freed, Chief Marketing Officer and Director, under which he was granted 8,000,000 RSUs. The RSUs vest in equal quarterly installments over a three-year period commencing on the effective date of the Company’s listing on a national securities exchange, subject to his continued service with the Company.

In the normal course of operations, the company shares certain administrative resources with companies related by common management and directors. The administrative resources and services, which were provided in the normal course of operations, were measured at the exchange. All amounts payable and receivable are non-interest bearing, unsecured and due on demand. The following table summarizes the amounts due from related parties:

The following table summarizes the amounts due to the former equity holder of 405 Ontario:

On July 17, 2025, the former equity holder of 405 Ontario joined the Company as Head of Pharmacy.

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

Policy for approval of related-person transactions

Prior to this Direct Listing, we have not had a formal policy regarding approval of transactions with related persons. In connection with this Direct Listing, our board of directors has adopted a related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or each person whom we know to beneficially own more than 5% of our outstanding shares of common stock (a “5% stockholder”) (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to the Company’s general counsel. The policy calls for the proposed related-person transaction to be reviewed by and if deemed appropriately approved by, the audit committee of our board of directors after full disclosure of the related-person interest in the transaction. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chair of the audit committee to review, and if deemed appropriate approve, proposed related-person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committee may impose any conditions on the related-person transaction that it deems appropriate.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee of our board of directors in the manner specified in its charter.

Item 4. Financial Statements

DOC.COM INC.

June 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

(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)