CompuMed : Quarterly Report Q1 Fiscal 2022

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

CompuMed, Inc.

A Delaware Corporation

5777 West Century Blvd. Suite 360 Los Angeles, CA 90045

1. 258-5000
   www.compuMedinc.com

[e-mail]

5045 and 5047

Quarterly Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 42,045,302

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 40,520,302

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes:

No:

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes:

No:

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes:

No:

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets.
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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1) Name of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes

CompuMed, Inc

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

CompuMed, Inc was incorporated in the state of Delaware on July 21, 1986 and the current status is active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

5777 West Century Blvd. Suite 360 Los Angeles, CA 90045

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address:

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes:

No:

Has the issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below

None

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2) Security Information

Trading Symbol: CMPD

Exact title and class of securities outstanding: Common Stock

CUSIP: 204914 40 2

Par or Stated Value: .01

Total shares authorized: 50,000,000 as of: 7/21/1986

Total shares outstanding: 42,045,302 as of: 12/31/2021

Number of shares in the public float: 29,465,237 as of: 12/31/2021

Total Number of Shareholders of record: 344 as of: 12/31/2021

Exact title and class of securities outstanding: Preferred Stock Class D

Par or Stated Value: .10

Total shares authorized: 1,000,000 as of: 7/21/1986

Total shares outstanding: 0 as of: 12/31/2021

Number of shares in the public float: 0 as of: 12/31/2021

Total Number of Shareholders of record: 0 as of: 12/31/2021

Transfer Agent Name: Computershare

Address 1: 350 Indiana Street

Address 2: Suite 750

Address 3: Golden, CO 80401

Phone: [phone]

Is the Transfer Agent registered under the Exchange Act? * YES ☒ NO☐

3) Issuance History

Listed in chronological order below are all events that results in changes to total shares issued by the company in the past two fiscal years.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the

past two completed fiscal years and any subsequent periods: ☐

Number of Shares outstanding as of			Opening Balance:
10/01/2016
					Common: 31,586,984
					Preferred: 12,867
Date of	Transacti	Number of	Class of	Value of	Were the	Individual/	Reason for	Restricted	Exemption
Transaction	on type	Shares	Securities	shares	shares	Entity	share	or	or
	(e.g. new	Issued (or			issued	issued at	Shares	issuance	Unrestrict	Registration
	issuance,	cancelled)			($/per	a	were issued	(e.g. for	ed as of	Type?
	cancellati				share) at	discount	to (entities	cash or debt	this filing?
	on,				Issuance	to market	must have	conversion)
	shares					price at	individual	OR Nature
	returned					the time	with voting	of Services
	to					of	/		Provided (if
	treasury)					issuance?	investment	applicable)
						(Yes/No)	control
							disclosed).
07/18/2018	Stock	420,000	Common Stock	$0.12	Yes	William S.	Options
(a)	options						Rombach,	conversion

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	Exercise
08/16/2018	Stock	425,086	Common Stock	$0.16	Yes	William S.	Stock
(b)	Warrants						Rombach	warrants
05/15/2018	Redempti	8400	Preferred Stock					Preferred
(c)	on		Class A					Stock
									Redemption
05/15/2018	Redempti	300	Preferred Stock					Preferred
(c)	on		Class B					Stock
									Redemption
12/10/2019	Shares	245,768	Common Stock
	Repurcha
(d)	se
01/08/2021	Conversio	8,334,000	Common Stock					Conversion
	n								of Preferred
(e)									stock to
									common
									stock
11/23/2021	Stock	1,000,000	Common Stock			Lee Keddie	Stock
	Warrants								Warrants
11/29/2021	Stock	525,000	Common Stock			Lee Keddie	Stock
	Warrants								Warrants
Shares Outstanding on				Ending Balance:
12/31/2021:					Common: 42,045,302
					Preferred:0

1. On July 18, 2018, William S. Rombach, Former CEO of the company, exercised his 420,000 stock options granted to him as an accredited executive of the company.
2. On Aug 16, 2018, William S. Rombach, Former CEO of the company, exercised 650,000 stock warrants pursuant to the warrant to purchase shares of common stock granted to him by the company on Feb 02, 2012. Pursuant to terms of the agreement he elected to convert warrants into 425,086 shares of the company's common stock.

(c) List of Relevant Transactions for this Section:

On April 12, 2018 CompuMed announced that it is redeeming the 8,400 outstanding shares of its Class A $3.50 Cumulative Convertible Preferred Stock and the 300 outstanding shares of its Class B $3.50 Convertible Preferred Stock.

The effective date of redemption was May 15, 2018.

Series A Preferred Shares

The redemption rights of the Company are set forth in the Certificate of Designation of the Class A $3.50 Cumulative Convertible Preferred Stock dated August 10, 1992. The

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redemption price, as set forth in the Certificate of Designations, is $3.85 per share.

CompuMed paid dividends on the Class A shares through 2011. Class A stockholders are entitled to annual dividends of $0.35 per share thereafter. Since dividends are payable quarterly, dividends for seven and one quarter years have accumulated but not yet been paid. Each Series A share is therefore entitled to a dividend payment of $2.54, or 7.25 times $0.35.

Each Class A share is being redeemed for $6.39, or the sum of the redemption price of $3.85 and $2.54 for accumulated but unpaid dividends.

Class A shares are convertible into common stock. The Certificate of Designations provides that each Class A share is convertible into 5 commons shares. However, this figure was reduced to 0.50 common shares effective October 7, 1994 as the result of a ten for one reverse stock split. Given the current share price, such a conversion would not make sense and the Company does not anticipate that anyone will ask to convert.

The Company anticipates paying $53,676 for the 8,400 outstanding shares of Class A $3.50 Cumulative Convertible Preferred Stock. As September 30, 2020 Company paid part of the amount.

Series B Preferred Shares:

The redemption rights of the Company are set forth in the Certificate of Designation of the Class B $3.50 Convertible Preferred Stock dated October 17, 1994. The redemption price, as set forth in the Certificate of Designations, is $3.85 per share.

Class B shares do not accrue cumulative dividends and no dividend payments are in arrears.

Class B shares are convertible into common stock. The Certificate of Designations provides that each Class B share is convertible into 10 commons shares. At the current share price of around 11 cents per share, such a conversion would not make sense and the Company does not anticipate that anyone will ask to convert.

The Company anticipates paying $1,155 for the 300 outstanding shares of Class B $3.50 Convertible Preferred Stock.

1. On Dec 10, 2019 Company purchased 245,768 shares from a shareholder at $0.165 per share.
2. On January 08, 2021 VI capital converted 4,167 Series D preferred shares into 8,334,000 shares of compuMed Common Stock.

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