DMII Drugs Made in America Acquisition II Corp. - 8-K

Item 5.02. Departures
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported
in the Quarterly Report on Form 10-Q for the period ended September 30, 2025, for Drugs Made In America Acquisition II Corp. (the “Company”),
between the completion of the Company’s initial public offering on September 26, 2025 and September 30, 2025, the sponsor to the
Company (the “Sponsor”) withdrew an aggregate amount of $1,100,000 (the “Withdrawal”) from the Company’s
working capital account (the “Account”). Of the aggregate Withdrawal amount, $325,000 was used to repay an outstanding working
capital note (the “Note”) to the Sponsor and $208,000 was used to repay other offering costs and expenses to the Sponsor,
which amounts, in aggregate, were above the amounts previously advanced by the sponsor to the Company under the Note. An additional amount
of $566,269 also appeared as an overpayment to the Sponsor by the Company and between September 30, 2025 and December 31, 2025, the Sponsor
withdrew additional funds from the Account, in an amount no less than $200,000 to pay for expenses unrelated to the Company (the “Overpayment
Amount”). On February 12, 2026, after the board of directors of the Company (the “Board”) directed the Sponsor to return
the full Overpayment Amount, the Board and the Company’s Chief Financial Officer (the “CFO”) learned that Sponsor would
not be able to repay the Overpayment Amount back to the Company.

Based on the foregoing, on February 18, 2026,
at the request of the Board, Lynn Stockwell agreed to tender her resignation as Chief Executive Officer, Executive Chair of the Board
and as a Board member. The Board received notification of Ms. Stockwell’s resignation on February 28, 2026 and such resignation
was effective upon receipt. The Board accepted Ms. Stockwell’s resignation and Ms. Stockwell was removed as Chief Executive Officer,
Executive Chair of the Board and as a member of the Board.

As a
result of the above conduct by the Sponsor and Ms. Stockwell, the Board adopted resolutions taking the following actions:

1. On
February 28, 2026, Ms. Stockwell was removed as the Company’s Chief Executive Officer, Executive Chair of the Board and as a member
of the Board; and

2. On
February 28, 2026, Roger Bendelac was appointed to the position of Chief Executive Officer of the Company to be effective as of the date
of Ms. Stockwell’s resignation as the Company’s Chief Executive Officer.

Mr. Bendelac’s
background is as follows:

Roger
Bendelac, 69 years old, has over 30 years of experience in investment banking, capital markets, and corporate advisory services.
Since 2015, Mr. Bendelac has also engaged in corporate advisory and investment activities through multiple advisory entities under
his direction, providing services in capital formation, mergers and acquisitions, public company structuring, and cross-border
transactions. Since September 2025, he has served as a consultant with Silverbear Inc., a corporate business consulting firm. He has
also served as a director for Apex AI Solutions Limited, an artificial intelligence applications and technology company since
September 2025. Since April 2023, Mr. Bendelac has served as secretary of RB Consulting Group Ltd. a corporate consulting firm.
Starting in March, 2018, he was appointed and has continued to serve as a director for Opencap Global Inc. He is also currently a
business consultant and has served as president and director of SP Associates Corp., a management consulting and corporate advisory
services firm since March 2016.

There
are no arrangements or understandings between Mr. Bendelac and any other person pursuant to which he was appointed as an officer of the
Company. There are no family relationships between Mr. Bendelac and any director or executive officer of the Company. Mr. Bendelac has
not been involved in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection
with his appointment, Mr. Bendelac’s compensation has not yet been determined. The Board of Directors intends to consider and approve
a compensation arrangement at a future date. The Company will disclose the material terms of any such arrangement in a subsequent filing,
as required.

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