Hi, I'm Sherwood Neiss, managing partner at D3VC.ai. We are an early-stage venture fund that invests in select RegCF offerings. Yours scored high on our algorithm, and we had a chance to begin diligence. During our recent investment committee call, the following questions came...

Hi Sherwood - I appreciate your message and your interest in our work. My apologies for the delay I'm not great with these messages, but will start using the platform more. Also I'm happy to discuss a direct investment if you'd like so that you can be directly on our cap table. My responses to these two questions are as follows: 1. The device sensitivity in the FDA pivotal study (22 study centers, led by Mayo clinic) with over 1,000 patients, over 1,500 lesions and over 200 skin cancers repor...

Hi, What is the value proposition for physicians? Is it covered by insurance? Thanks!! Ed Z

Great question! There are many clinical value propositions, e.g. objective cancer risk data, improved cancer detection, patient communication and referral compliance, etc. With regard to improved cancer detection, our FDA pivotal study with over 100 physicians showed that device use cuts their missed cancers by over 50%. With regard to reimbursement, the CPT code most commonly used is 96999. From the data the company has received, physicians' payments from paid insurance claims average over $...

Great product! The more we can get from our annual checkup the better in my opinion. Two questions: 1. How many units on average does a new clinic subscribe to or purchase? 2. How does the effectiveness vary with darker skin tones? Is it safe to assume there are continuing eff...

I appreciate the kind words, and thanks for those two questions. For #1, most clinic customers are small so they typically use one device. But for larger locations we recommend one device for every 3-5 providers. For #2, we have conducted several validation studies and there have been no device performance differences observed based on skin type. While skin cancer is much more rare in darker skin types so we are collecting more data on those patients accordingly, the FDA did NOT restrict our ...

What is the exit plan (acquisition, IPO, merger, etc.) in which investors will be able to see a ROI?

It is hard to speculate on exactly how and when exit timing would occur, but an IPO is certainly of interest in coming years given how large the market is and since DermaSensor is already the market leader in many ways. However, companies like ours are typically acquired by larger companies that have existing large sales forces with similar products and call points. For example, Baxter acquired Welch Allyn/Hillrom for ~$10 billion, who is a leader in monitoring devices, diagnostics and physic...

I have been on a tear investing in companies in the healthcare, medical space. tons of clinics, surgery centers all kinds of stuff. 184 companies in my portfolio. your product seems amazing. my biggest concern is your financials I have never seen anything like it, not in a goo...

Hi John, All great questions having dug into the numbers. With regard to your questions about expenses, at a high level the answer is that we invested significantly in building a strong foundation for future success since this is a first-in-class product with a huge market size. For example, with advertising that $900k figure combines direct advertising with our broader marketing spend, not media buys alone. DermaSensor is the first FDA-cleared AI device of its kind for primary care physician...

Invest in DermaSensor Inc.

The only FDA-cleared AI diagnostic improving skin cancer detection for all clinicians

EARLY BIRD TERMS: $510,843 LEFT

$5,123,101

raised from 210+ investors

INVEST

min $250

INVESTMENT TERMS

Preferred Stock

$72.4M $65.8M pre-money valuation

Early Bird Bonus: The first $1M of investments will be at a $65.8M pre-money valuation

dermasensor.com

Miami, FL

Technology B2B Healthcare Hardware Biotech

Investment Terms

You will be investing in DermaSensor Inc. through an SPV. This means that when you invest, you will be signing the SPV Subscription Agreement, not the direct investment contract. For more information on SPVs, see here.

Financials

We have financial statements ending December 31, 2025.

At a Glance

Jan 1 – Dec 31, 2025

$418,596

+288%

Revenue

-$6,699,957

Net Loss

$1,254,856

+37%

Short-Term Liabilities

$4,155,356

Raised in 2025

$1,689,021

Cash on Hand

Net Margin:

-1,601%

Gross Margin:

76%

Return on Assets:

-105%

Earnings per Share:

-$0.02

Revenue per Employee:

$24,623.29

Cash to Assets:

84%

Revenue to Receivables:

1,110%

Debt Ratio:

20%

Dermasensor Final 2024 - 2025 Independent CPA Review Report.pdf

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview of the Business and Financial Condition

The Company is engaged in the development and commercialization of the DermaSensor medical device, an innovative technology utilized by healthcare providers for skin examinations and the early detection of skin cancer. The Company generates revenue primarily through a device subscription model (SaaS/Device-as-a-Service), wherein customers pay a monthly subscription fee that entitles them to rent the device for either limited or unlimited patient scans. The Company commercializes its products directly to customers in the United States, as well as globally through its subsidiaries and third-party distributors.

We are an early-stage company and have generated operating income and positive cash flows from operations in recent periods. There can be no assurance that we will continue to be profitable in future periods.

As of June 17, 2026, we had cash and cash equivalents of approximately $1,689,021.41.

Our ability to continue operations is dependent on managing our expenses and, if necessary, obtaining additional financing.

This discussion should be read in conjunction with the financial statements and related notes included in this offering statement.

Business and Operating Uncertainty

Our business operates in an environment subject to various risks, uncertainties, and changing conditions, which makes it difficult to evaluate our business, financial condition, and prospects and may limit the comparability of our results of operations from period to period.

Financial Condition

As of December 31, 2025, our total assets were $6,408,531 and our current and non-current liabilities, as reflected in available financial statement fields, were $1,254,856.

Our financial statements reflect an early-stage company with limited operating history. Investors should not place undue reliance on historical financial information given the company's limited operating history and the likelihood that future results will differ from historical results.

Liquidity and Capital Resources

As of December 31, 2025, we had cash and cash equivalents of approximately $5,383,305.

Based on our current operations, we have a monthly net burn of approximately $533,323.

Our monthly net cash burn or profit may vary significantly from month to month due to the timing of receipts and expenditures and other short-term factors. As a result, period-to-period comparisons may not be meaningful.

Based on our current plan, we do not expect to have sufficient cash to fund operations for at least the next 12 months. The main drivers of our limited runway include:

The company is in the early stages of commercializing a new medical device category. Thus, the investments in commercial and operational infrastructure are currently higher than sales levels.

Our historical operations have been funded primarily through external financing.

Liquidity Assumptions

Our assessment of our liquidity and ability to fund operations is not a projection and is based on current assumptions regarding operating expenses, cash requirements, and capital needs. These assumptions may change, and actual results may differ materially due to changes in operating conditions, timing of receipts and payments, and other factors.

Dependence on Additional Financing

There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to raise additional capital when needed, we may be required to materially reduce or suspend operations.

Indebtedness and Capital Structure

As of the date of this offering statement, we did not have any outstanding indebtedness.

(For the avoidance of doubt, SAFEs are not treated as indebtedness.)

During the past three years, we have conducted exempt offerings, resulting in the issuance of securities in aggregate amounts of approximately $19,997,704.

Known Trends, Events, and Uncertainties

Management is not currently aware of any known trends, events, or uncertainties that are reasonably likely to have a material adverse effect on our financial condition or results of operations over the next 12 months.

The absence of a discussion of any particular trend, event, or uncertainty should not be interpreted to mean that such matters do not exist; rather, it reflects management's judgment based on information currently available.

Changes Since the Date of the Financial Statements

There have been no material changes in our operations or financial condition since the date of the financial statements included in this offering.

Impact of This Offering

The proceeds from this offering are expected to be used to support scaling commercialization of our device in the US and abroad, now that we have major new commercial partners in place this year. The timing and extent of our use of proceeds will depend on the amount of proceeds raised and future operating conditions. Additional detail regarding our planned use of proceeds is provided in Item 10 of this Form C.

There can be no assurance that the proceeds of this offering will be sufficient to fund our operations or achieve our business objectives.

Certain information relevant to understanding our financial condition and liquidity is presented elsewhere in this offering statement, including in the financial statements, related notes, and the sections describing indebtedness and prior financings.

Forward-Looking Statements

This discussion contains forward-looking statements that are based on management's current expectations and assumptions. Actual results may differ materially from those expressed or implied by these statements.

Risks

As a manufacturer of an FDA-cleared medical device for skin cancer detection, we are subject to extensive regulation by the U.S. Food and Drug Administration and similar regulatory bodies in other jurisdictions where we operate or plan to operate. We must comply with numerous requirements governing the design, testing, manufacturing, labeling, storage, recordkeeping, adverse event reporting, marketing, promotion, sales, and distribution of medical devices. Our device clearance is subject to ongoing FDA oversight, and we may be required to conduct post-market surveillance studies or submit additional clinical data to maintain our clearance. Any failure to comply with applicable regulatory requirements could result in enforcement actions including warning letters, fines, product recalls, suspension or withdrawal of regulatory clearances, restrictions on our operations, or criminal prosecution. Changes in regulatory requirements or interpretations could require us to modify our device, obtain new clearances or approvals, or cease marketing our product, any of which could materially harm our business.
Additionally, we have established operations in multiple international jurisdictions including Germany and Australia, and have entered into distribution agreements in Europe. Each jurisdiction has its own regulatory framework for medical devices, including the European Union's Medical Device Regulation and Australia's Therapeutic Goods Administration requirements. Maintaining compliance across multiple regulatory regimes significantly increases our compliance costs and operational complexity. Any failure to obtain or maintain required international regulatory approvals or certifications could prevent us from commercializing our device in key markets and limit our revenue potential.

Our AI-powered device is designed to help healthcare professionals identify suspicious skin lesions that may be cancerous. Despite our reported sensitivity rates, no diagnostic device is perfect, and our device may produce false negative results (failing to detect cancer when present) or false positive results (indicating cancer when none exists). False negatives could result in delayed diagnosis and treatment of skin cancer, potentially leading to disease progression, patient harm, or death. False positives could lead to unnecessary biopsies, patient anxiety, and additional healthcare costs. Any such outcomes could expose us to substantial product liability claims, regulatory enforcement actions, and significant reputational damage that could severely impact physician adoption and our ability to commercialize our device.
Even if claims against us are without merit or are not fully pursued, the cost of defending against product liability litigation could be substantial and could divert management's attention from operating our business. We may not have adequate insurance coverage to protect against all potential claims, and product liability insurance for medical device companies is expensive and may not be available on acceptable terms or at all. A successful product liability claim or series of claims brought against us could have a material adverse effect on our business, financial condition, and results of operations.

The success of our business depends on our ability to convince physicians, dermatologists, and primary care providers to adopt our device as part of their skin cancer screening protocols. Healthcare professionals may be reluctant to change their established practices or may be skeptical of AI-driven diagnostic tools. Many physicians have existing relationships with traditional dermatology equipment providers and may be hesitant to invest in new technology. Adoption of our device requires healthcare professionals to learn new workflows, integrate our technology into their existing practices, and trust AI-generated results when making clinical decisions. If we are unable to demonstrate clear clinical benefits, ease of use, and reliability that justify the investment and workflow changes, physicians may choose not to adopt our device.
Furthermore, our business model appears to involve both device sales and ongoing per-use or subscription fees for AI analysis services. This creates ongoing cost considerations for healthcare providers and may create resistance to adoption if providers perceive the total cost of ownership as too high relative to the benefits. Our ability to scale commercialization depends on building a critical mass of satisfied users who can serve as references and advocates for our technology. Slow adoption rates would limit our revenue growth and could make it difficult to achieve profitability or justify the significant investments required to support our commercialization efforts.

Other Disclosures

The Board of Directors

Director	Occupation	Joined
Dr. Maurice Ferre	CEO @ Insightec	2009
Chris Dewey	Retired @ Retired	2009
Cody Simmons	CEO @ DermaSensor Inc.	2016
David Matlin	Retired @ Retired	2018
Torsten Kuehn	CEO @ ContraCare GmbH	2026

Officers

Officer	Title	Joined
Cody Simmons	President, CEO, and Secretary	2016
Ryan Freiden	COO	2017

Voting Power

Holder	Securities Held	Power
Dr. Maurice Ferre		20.0%
Cody Simmons		20.0%
David Matlin		20.0%
Chris Dewey		20.0%
Torsten Kuehn		20.0%

Past Fundraises

Date	Security	Amount
Current	Priced Round	$460,341
7/2026	Priced Round	$699,999
4/2026	Priced Round	$3,933,944
9/2025	Priced Round	$4,155,356
11/2024	Priced Round	$6,219,405
8/2024	SAFE	$1,785,000
11/2023	SAFE	$3,204,000

Outstanding Debts

None.

Related Party Transactions

None.

Use of Funds

$50,000	The primary use of funds will be used to support scaling commercialization of our device in the US and abroad, now that we have major new commercial partners in place this year. Funds will be approximately allocated as follows: 20% product and QA/RA (product enhancements, quality, and regulatory affairs), 24% clinical and medical affairs (clinical studies, medical conferences, real-world evidence), 49.1% commercial, general and administrative (sales, marketing, and market access costs), and 6.9% Wefunder fees. Approximately 10-15% of the funds are expected to be used to support international commercial efforts, with the majority focused on Europe and Australia.
$1,235,000	The primary use of funds will be used to support scaling commercialization of our device in the US and abroad, now that we have major new commercial partners in place this year. Funds will be approximately allocated as follows: 20% product and QA/RA (product enhancements, quality, and regulatory affairs), 24% clinical and medical affairs (clinical studies, medical conferences, real-world evidence), 49.1% commercial, general and administrative (sales, marketing, and market access costs), and 6.9% Wefunder fees. Approximately 10-15% of the funds are expected to be used to support international commercial efforts, with the majority focused on Europe and Australia. If we raised the full $1.235m, we would be able to further accelerate US and international commercial activities

$50,000

The primary use of funds will be used to support scaling commercialization of our device in the US and abroad, now that we have major new commercial partners in place this year. Funds will be approximately allocated as follows: 20% product and QA/RA (product enhancements, quality, and regulatory affairs), 24% clinical and medical affairs (clinical studies, medical conferences, real-world evidence), 49.1% commercial, general and administrative (sales, marketing, and market access costs), and 6.9% Wefunder fees. Approximately 10-15% of the funds are expected to be used to support international commercial efforts, with the majority focused on Europe and Australia.

$1,235,000

Capital Structure

Class of Security	Securities (or Amount) Authorized	Securities (or Amount) Outstanding	Voting Rights
Common Stock	526,200,591	29,118,729	Yes
Series A 1 Preferred Stock	97,231,007	97,231,007	Yes
Series A 2 Preferred Stock	34,631,104	34,631,104	Yes
Series B 1 Preferred Stock	87,796,227	87,796,227	Yes
Series B 2 Preferred Stock	142,920,934	100,019,700	Yes
Series B 3 Preferred Stock	13,912,700	13,912,700	Yes
Series B 4 Preferred Stock	28,092,926	28,092,926	Yes

The Funding Portal

DermaSensor Inc. is conducting a Regulation Crowdfunding offering via Wefunder Portal LLC. CRD Number: #283503.

Form C Filing on EDGAR

The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.

Offering Updates

DermaSensor Inc. raised 50% of their target offering amount on Jul 21 2026

DermaSensor Inc. raised 100% of their target offering amount on Aug 6 2026

Details

DermaSensor Inc.

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