Veri MedTech Files S-1/A for NYSE American Listing, Revenue Dips

TL;DR

**VRHI's S-1/A is a high-stakes gamble on a NYSE American listing, but declining revenue and regulatory hurdles make it a speculative play.**

AI Summary

Veri MedTech Holdings, Inc. (VRHI) filed an S-1/A on December 10, 2025, for a firm commitment public offering of its common stock, aiming to list on The NYSE American Market. The company, operating through its wholly-owned subsidiary Veriheal Inc., generated approximately $17 million in revenue from medical marijuana card services in 2024, a decrease from $22 million in 2023. VRHI charges between $100 and $200 for each medical marijuana card and annual renewals. Key business changes include the recent introduction of personalized 15 and 25-minute online consultation services with physicians or certified experts, focused on terpene and cannabinoid products. The company acquired MarijuanaDoctors.com for $3,000,000 in 2022 to enhance patient generation. As a 'smaller reporting company' and 'emerging growth company,' VRHI benefits from reduced public company reporting requirements. A significant risk is the uncertainty of NYSE American Market listing approval; if not approved, the offering will not be consummated. The offering price is estimated between $[] to $[] per share, with an assumed initial public offering price of $[] (midpoint).

Why It Matters

This S-1/A filing is critical for VRHI as it outlines the path to a potential NYSE American Market listing, which could significantly increase liquidity and investor visibility compared to its current OTCID Market quotation. For investors, the revenue decline from $22 million in 2023 to $17 million in 2024 raises questions about growth trajectory in the competitive medical cannabis concierge service market. Employees and customers could see benefits from increased capital for platform development and service expansion, but the offering's success hinges on NYSE approval. The broader market will watch how VRHI navigates the evolving regulatory landscape of medical cannabis, especially with new personalized consultation services competing with established telehealth providers.

Risk Assessment

Risk Level: high — The risk level is high primarily due to the contingency of the offering on NYSE American Market listing approval; the filing explicitly states, 'If shares of our Common Stock are not approved for listing on the NYSE American Market, we will not consummate this offering.' Additionally, the company's revenue from medical marijuana card services decreased from approximately $22 million in 2023 to $17 million in 2024, indicating a potential challenge in maintaining or growing its core business.

Analyst Insight

Investors should exercise extreme caution and await the outcome of the NYSE American Market listing application before considering an investment. Given the explicit condition that the offering will not proceed without NYSE approval and the recent revenue decline, it's prudent to monitor for further updates on listing status and financial performance.

Financial Highlights

revenue

$17M

revenue Growth

-22.7%

Revenue Breakdown

Key Numbers

• $17M — 2024 Revenue (Revenue from medical marijuana card services, down from $22M in 2023)
• $22M — 2023 Revenue (Revenue from medical marijuana card services)
• $100-$200 — Medical Marijuana Card Fee (Fee range for each card and annual renewals)
• $3,000,000 — MarijuanaDoctors.com Acquisition Cost (Cost to acquire patient generation source in 2022)
• 25 — Full-time Employees (Number of full-time employees as of the prospectus date)
• $1.60 — Last Reported Stock Price (VRHI's stock price on OTCID as of December 5, 2025)
• 8% — Underwriter's Warrants (Right to purchase 8% of shares sold in offering)
• 110% — Underwriter's Warrants Exercise Price (Exercise price relative to offering price)
• $150,000 — Underwriter Expense Reimbursement Cap (Maximum reimbursement for underwriter's expenses)
• 45-day — Over-allotment Option Period (Duration for underwriter to purchase additional shares)

Key Players & Entities

• Veri MedTech Holdings, Inc. (company) — Registrant and holding company
• VRHI (company) — Ticker symbol on OTCID Market and proposed NYSE American Market
• U.S. Securities and Exchange Commission (regulator) — Filing oversight body
• Veriheal Inc. (company) — Wholly-owned subsidiary providing medical marijuana card services
• DosePop Inc. (company) — Wholly-owned subsidiary
• Alternative Medical Clinic LLC (company) — Wholly-owned subsidiary
• MarijuanaDoctors.com (company) — Acquired website for $3,000,000 in 2022 for patient generation
• $17 million (dollar_amount) — Revenue from medical marijuana card services in 2024
• $22 million (dollar_amount) — Revenue from medical marijuana card services in 2023
• NYSE American Market (regulator) — Proposed listing exchange for VRHI common stock

FAQ

Risk Factors

• Uncertainty of NYSE American Market Listing Approval [high — regulatory]: The company's ability to complete this offering is contingent upon approval for listing on the NYSE American Market. If listing is not approved, the offering will not be consummated, leaving the company without the intended capital raise.
• Evolving Legal Landscape of Cannabis [high — regulatory]: The legal status of cannabis, both at the federal and state levels, is subject to change. Changes in laws or regulations could negatively impact the company's operations, services, and ability to generate revenue.
• Dependence on Patient Generation and Physician Network [medium — operational]: The company relies on MarijuanaDoctors.com and its network of physicians to generate patients for its medical marijuana card services. Any disruption to these channels, such as physician availability or platform issues, could significantly impact revenue.
• Revenue Decline and Profitability Concerns [medium — financial]: The company experienced a revenue decrease from $22 million in 2023 to $17 million in 2024. This trend raises concerns about future profitability and the sustainability of its business model, especially with new service introductions.
• Competition in Medical Cannabis Services [medium — market]: The market for medical cannabis services is becoming increasingly competitive. VRHI faces competition from other platforms and service providers, which could pressure pricing and market share.
• Integration of New Consultation Services [low — operational]: The recent introduction of personalized online consultation services for terpene and cannabinoid products represents a new venture. The success of these services depends on market adoption, physician engagement, and effective integration with existing operations.

Industry Context

The medical cannabis industry continues to evolve, with increasing patient demand and a complex, fragmented regulatory landscape across different states. VRHI operates in the service segment, facilitating patient access to medical cannabis through card services and physician consultations. Competition is growing from both direct service providers and ancillary technology platforms.

Regulatory Implications

VRHI's business is heavily influenced by state and federal regulations surrounding medical cannabis. Changes in these regulations, including potential federal rescheduling or legalization, could significantly impact its operations and revenue streams. Compliance with varying state laws is critical.

What Investors Should Do

1. Monitor NYSE American Listing Approval
2. Assess Revenue Trend and Diversification Strategy
3. Analyze Competitive Landscape and Pricing Power
4. Evaluate Impact of Cannabis Legalization/Decriminalization

Key Dates

• 2022-01-01: Acquisition of MarijuanaDoctors.com — Acquired a key patient generation platform for $3,000,000, aiming to enhance patient acquisition for medical marijuana card services.
• 2024-01-01: Introduction of Personalized Consultation Services — Launched new online consultation services focused on terpene and cannabinoid products, diversifying revenue streams beyond card services.
• 2025-12-10: Filing of S-1/A — Filed for a public offering of common stock, seeking to list on the NYSE American Market and raise capital.

Glossary

S-1/A

An amended registration statement filed with the SEC for a public offering of securities. The 'A' indicates it's an amendment to an initial filing. (This is the document detailing VRHI's business, financials, and offering terms for its IPO.)

NYSE American Market

A stock exchange operated by the New York Stock Exchange, typically listing smaller companies than the NYSE Composite. (VRHI aims to list its shares on this exchange, which is a prerequisite for the public offering.)

Smaller Reporting Company

A classification by the SEC for companies meeting certain revenue and public float thresholds, allowing for reduced disclosure requirements. (VRHI benefits from this status, simplifying its reporting obligations as a public company.)

Emerging Growth Company

A classification for companies with less than $1.235 billion in annual gross revenue, allowing for scaled disclosure and reporting requirements for up to five years after IPO. (VRHI qualifies for this status, further reducing its initial public company compliance burden.)

Firm Commitment Public Offering

An underwriting arrangement where the investment bank buys the entire issue of securities from the issuer and resells them to the public. (This is the type of offering VRHI is pursuing, meaning underwriters are committed to purchasing the shares.)

Underwriter's Warrants

Options granted to underwriters to purchase additional shares of the company's stock at a specified price, typically used to compensate underwriters. (VRHI is offering warrants to its underwriters, representing potential dilution and a cost of capital.)

Over-allotment Option

A provision in an underwriting agreement that allows the underwriter to sell more shares than were initially offered, typically up to 15% of the offering size, to cover excess demand. (This option provides underwriters with flexibility and potential for additional profit, while also stabilizing the stock price post-offering.)

Year-Over-Year Comparison

This S-1/A filing indicates a significant shift from the previous year, marked by a 22.7% decrease in revenue from $22 million in 2023 to $17 million in 2024, primarily from its core medical marijuana card services. The company is attempting to diversify by introducing new online consultation services. A key risk highlighted is the dependency on NYSE American Market listing approval for this offering, a factor not present in prior filings. The sentiment is bearish due to the revenue decline and the inherent risks of the cannabis industry and IPO process.

Key Financial Figures

• $0.0001 — f shares of the Common stock, par value $0.0001 per share ( "Common Stock") of Veri Med
• $1.60 — reported price of our Common Stock was $1.60 per share at market close. We intend to
• $150,000 — we have also agreed to reimburse up to $150,000 of the underwriter's expenses relating
• $100 — charge a fee ranging from approximately $100 to $200 for each card and annual renewa
• $200 — fee ranging from approximately $100 to $200 for each card and annual renewals. We h
• $17 million — have generated revenue of approximately $17 million and $22 million from our medical mariju
• $22 million — evenue of approximately $17 million and $22 million from our medical marijuana cards servic
• $3,000,000 — s. We acquired MarijuanaDoctors.com for $3,000,000 in 2022, and the website now serves as
• $40,000 — le-class Americans that earn on average $40,000 annually in household income and are ov
• $3M — urance We have liability insurance of $3M million for liabilities arising from ou
• $24,000 — , 300sqft, Annual Rent of approximately $24,000, 1700 East 17th Avenue, Denver, CO, 80
• $180,000 — 80218| Lease, 3000sqft, Annual Rent of $180,000, 3500 E Fletcher Ave., Suite 509, Tam
• $22,000 — FL 33613, Annual Rent of approximately $22,000. We believe this space is sufficient
• $1.0 billion — day of the fiscal year in which we have $1.0 billion or more in annual revenues; the date
• $700 million — ty securities held by non-affiliates is $700 million or more as of our most recently complet

Filing Documents

• vrhi_s1a.htm (S-1/A) — 1803KB
• vrhi_ex31.htm (EX-3.1) — 27KB
• vrhi_ex32.htm (EX-3.2) — 58KB
• vrhi_ex33.htm (EX-3.3) — 13KB
• vrhi_ex41.htm (EX-4.1) — 2KB
• vrhi_ex101.htm (EX-10.1) — 43KB
• vrhi_ex102.htm (EX-10.2) — 62KB
• vrhi_ex103.htm (EX-10.3) — 32KB
• vrhi_ex104.htm (EX-10.4) — 28KB
• vrhi_ex105.htm (EX-10.5) — 8KB
• vrhi_ex106.htm (EX-10.6) — 126KB
• vrhi_ex108.htm (EX-10.8) — 2KB
• vrhi_ex109.htm (EX-10.9) — 63KB
• vrhi_ex211.htm (EX-21.1) — 2KB
• vrhi_ex231.htm (EX-23.1) — 2KB
• vrhi_ex991.htm (EX-99.1) — 32KB
• vrhi_ex992.htm (EX-99.2) — 14KB
• vrhi_ex993.htm (EX-99.3) — 11KB
• vrhi_ex994.htm (EX-99.4) — 3KB
• vrhi_ex995.htm (EX-99.5) — 3KB
• vrhi_ex996.htm (EX-99.6) — 4KB
• vrhi_ex997.htm (EX-99.7) — 101KB
• vrhi_ex998.htm (EX-99.8) — 30KB
• vrhi_ex107.htm (EX-FILING FEES) — 28KB
• vrhi_s1aimg7.jpg (GRAPHIC) — 10KB
• vmhi_ex41img4.jpg (GRAPHIC) — 163KB
• vrhi_s1aimg8.jpg (GRAPHIC) — 4KB
• vmhi_ex41img5.jpg (GRAPHIC) — 202KB
• vmhi_ex102img2.jpg (GRAPHIC) — 5KB
• vrhi_s1aimg6.jpg (GRAPHIC) — 4KB
• 0001096906-25-002013.txt ( ) — 3155KB
• vrhi_ex107_htm.xml (XML) — 8KB

USE OF PROCEEDS

USE OF PROCEEDS 40 CAPITALIZATION 41

DILUTION

DILUTION 42 DETERMINATION OF OFFERING PRICE 43 DIVIDEND POLICY 44

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 64 EXECUTIVE OFFICERS AND DIRECTORS 69

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 75

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 76 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 78

UNDERWRITING

UNDERWRITING 79 LEGAL MATTERS 87 EXPERTS 87 WHERE YOU CAN FIND MORE INFORMATION 87 INDEX TO FINANCIAL STATEMENTS F-1 iv Table of Contents You should rely only on information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus. All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obliga

Properties

Properties As of the date of this prospectus, we occupy the following properties: 1660 International Dr., Suite 600, McLean, VA 22102 | Lease, 300sqft, Annual Rent of approximately $24,000, 1700 East 17th Avenue, Denver, CO, 80218| Lease, 3000sqft, Annual Rent of $180,000, 3500 E Fletcher Ave., Suite 509, Tampa, FL 33613, Annual Rent of approximately $22,000. We believe this space is sufficient to meet our needs. We do not anticipate any significant difficulties in obtaining any additional space if needed. Environmental Compliance Compliance with environmental laws has not had, nor do we expect such compliance will have, any material adverse effect upon our capital expenditures, net income, or competitive position. We believe that we are not subject to any material costs for compliance with any environmental laws. 5 Table of Contents Dependence on a Few Customers We are not dependent on one or a few customers. We do not expect to be so in the future. Seasonality Our business, as well as the industry in which we operate, is not seasonal. Emerging Growth Company We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"). For as long as we are an emerging growth company, unlike public companies that are not emerging growth companies under the JOBS Act, we will not be required to: provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; provide more than two years of audited financial statements and related management's discussion and analysis of financial condition and results of operations; comply with any new requirements adopted by the Public Company Accounting Oversight Board (the "PCAOB") requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information

View Full Filing

View this S-1/A filing on SEC EDGAR