UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): June 17, 2025

 

MEDWELLAI, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada

 

000-55681

 

82-1725385

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2380 Drew Street, Suite 3

Clearwater, FL 33765

(Address of principal executive offices, including zip code)

 

(215) 613-9898

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

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

 

Emerging growth company ☐

 

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

 

 

 

 

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

 

On May 30, 2025, Integrated Ventures, Inc. (the “Company”) received confirmation from the Secretary of State of the State of Nevada of the filing of the Amendment to Articles of Incorporation (the “Amendment to Articles”), which effected the change of the Company’s name to “MedwellAI, Inc.” (the “Name Change”).

 

On June 17, 2025, the Financial Industry Regulatory Authority (FINRA) announced that the Name Change would be effected in the marketplace on June 18, 2025, together with the change of the Company’s stock symbol to “MWAI” (the “Symbol Change”).

 

The foregoing description of the Amendment to Articles does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item. 8.01 Other Items

 

Item 5.03 is hereby incorporated by reference.

 

Effective June 18, 2025, as a result of the Symbol Change and the Name Change, the Company’s shares continue to trade on the OTC Marketplace, under the new symbol “MWAI” and the Company’s new name, MedwellAI, Inc. is reflected.

 

The Name Change and Symbol Change do not impact shareholders’ proportionate equity interests or voting rights in the Company, which remain unchanged.

 

Item. 9.01. Financial Statements and Exhibits.

 

Exhibit No.:

 

Description:

3.1

 

Amendment to Articles of Incorporation

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

2

 

  

SIGNATURES

 

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

 

 

MEDWELLAI, INC.

 

 

 

 

Date: June 24, 2025

By: 

/s/ Steve Rubakh               

 

 

 

Steve Rubakh

 

 

 

Chief Executive Officer

 

 

 

3

 

EXHIBIT 3.1

 

FRANCISCO V. AGUILAR

Secretary of State

401 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and

Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

1. Entity information:

Name of entity as on file with the Nevada Secretary of State:

 

 

Integrated Ventures, Inc.

 

 

Entity or Nevada Business Identification Number (NVID):

E0261802017-4

 

2. Restated or Amended and Restated Articles: (Select one) 

☐

Certificate to Accompany Restated Articles or Amended and Restated Articles

 

☐

Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: ☐

 

(If amending and restating only, complete section 1,2 3, 5 and 6)

 

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

 

☐

Amended and Restated Articles

 

 

* Restated or Amended and Restated Articles must be included with this filing type.

 

3. Type of Amendment Filing Being Completed: (Select only one box)

☐

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

 

 

The undersigned declare that they constitute at least two-thirds of the following:

(Check only one box) ☐ incorporators     ☐ board of directors

 

(If amending, complete section 1, 3, 5 and 6.)

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued

 

☒

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

 

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:

Or ☒ No action by stockholders is required, name change only.

 

 

☐

Officer's Statement (foreign qualified entities only) -

 

 

Name in home state, if using a modified name in Nevada:

 

 

 

 

 

 

 

 

 

 

Jurisdiction of formation:

 

 

Changes to takes the following effect:

 

 

 

 

☐

The entity name has been amended.

☐

Dissolution

 

 

 

☐

The purpose of the entity has been amended.

☐

Merger

 

 

 

☐

The authorized shares have been amended.

☐

Conversion

 

 

 

☐

Other: (specify changes)

 

 

 

 

 

 

 

 

 

 

 

* Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.

 

This form must be accompanied by appropriate fees.

Page 1 of 2

 

Revised: 9/1/2023

 

 

 

 

FRANCISCO V. AGUILAR

Secretary of State

401 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

 

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and

Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

4. Effective Date and Time: (Optional)

 

Date:

 

Time

 

 

(must not be later than 90 days after the certificate is filed)

 

5. Information Being Changed: (Domestic corporations only)

Changes to takes the following effect:

 

 

☒

The entity name has been amended.

 

 

 

☐

The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)

 

 

☐

The purpose of the entity has been amended.

 

 

☐

The authorized shares have been amended.

 

 

☐

The directors, managers or general partners have been amended.

 

 

☐

IRS tax language has been added.

 

 

☐

Articles have been added.

 

 

☐

Articles have been deleted.

 

 

☐

Other.

 

 

 

The articles have been amended as follows: (provide article numbers, if available)

 

Article 1 of the Articles of Incorporation (see additional language below)

 

(attach additional page(s) if necessary)

 

 

 

 

 

 

 

6. Signature:

X

/s/ Steve Rubakh

 

Chief Executive Officer

 

(Required)

 

Signature of Officer or Authorized Signer

 

Title

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

Signature of Officer or Authorized Signer

 

Title

 

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information in space below:

(attach additional page(s) if necessary)

Article 1 of the Articles of Incorporation of the Corporation has been amended to change the name of the Corporation to: MedWellAI, Inc.

 

 

 

 

 

 

 

 

This form must be accompanied by appropriate fees.

Page 2 of 2

 

Revised: 9/1/2023