DataMeds AI, Inc.

false 0002030763 0002030763 2026-10-21 2026-10-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2026 DATAMEDS AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-42530 93-3264234 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3000 Bayport Drive Suite 950 Tampa , FL 33607 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (844) 203-6092 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications 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 Common Stock, $0.0001 par value per share MEDS The Nasdaq Capital Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 1.01. Entry into a Material Definitive Agreement. As previously disclosed, DataMEDS AI, Inc. (formerly Wellgistics Health, Inc.) (the “Company”) entered into a Fully Binding Term Sheet, dated May 18, 2026 (the “Term Sheet”), and an Amended and Restated Letter of Intent, dated July 29, 2026 (the “First A&R LOI”), with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”), Datavault AI Inc. (“Datavault”), and HealthBridge Advisors, LLC (“HBA”), pursuant to which the Company would acquire or exclusively license certain Quality of Life Peace of Mind intellectual property assets (“QLPM”) from EOS and Scilex, expand its existing PharmacyChain license with Datavault to exclusively include Datavault AI Health (subject to carve-outs for intellectual property already licensed to Vivasor, Inc., Scilex and/or Quantum Scan Holdings, Inc.), and acquire a controlling interest in Tollo Health, LLC (“Tollo”) through an exchange of membership interests with HBA, the controlling member of Tollo (the “Transaction”). On October 21, 2026, the Company entered into a non-binding Second Amended and Restated Letter of Intent, dated October 19, 2026 (the “non-binding Second A&R LOI”), with EOS, Scilex, Datavault, HBA, Tollo Health, Inc. (“THI,” and together with HBA, the owners of membership interests in Tollo, d/b/a Health Lives Here (“HLH”)), and REBOOT Health AI, Inc., a Delaware corporation (“REBOOT”), which supersedes and replaces in its entirety the Term Sheet and the First A&R LOI. Pursuant to the non-binding Second A&R LOI, and subject to the negotiation and execution of definitive agreements (the “Definitive Agreements”), the Company would acquire certain QLPM-related intellectual property assets from EOS and Scilex, expand its existing PharmacyChain license with Datavault to exclusively include Datavault AI Health, acquire a controlling interest in HLH through an exchange of membership interests held by HBA and THI, and enter into an intellectual property license agreement and a product and services agreement with REBOOT, pursuant to which REBOOT would license to the Company certain intellectual property, and provide related products and services in connection with the Company’s DataMeds platform, in each case in exchange for shares of the Company’s common stock (the “Acquisition Stock”). The non-binding Second A&R LOI contemplates that the Company would issue shares of Acquisition Stock to EOS, Scilex, Datavault, HBA, THI and REBOOT as consideration. In addition, the Company would issue shares of its common stock to Fortitude Advisors, LLC (“Fortitude”), which is not a party to the non-binding Second A&R LOI, pursuant to a separate definitive agreement. Upon issuance of such shares, EOS, Scilex, Datavault, Fortitude, HBA, THI and REBOOT are expected to own, in the aggregate, approximately 89.5% of the Company’s common stock, consisting of the following target post-closing ownership percentages on a fully diluted basis: EOS – 14.9%; Scilex – 14.9%; Datavault – 19.9%; Fortitude – 5%; HBA and THI, collectively – 24.9%; and REBOOT – 9.9%, with the Company’s existing public common stockholders expected to hold the remaining approximately 10.5%. Shares issued or issuable in connection with the liability reduction framework, financing transactions, the conversion or settlement of convertible debt, transaction expenses or any other matter existing at or arising prior to the closing of the Transaction will not reduce the post-closing ownership percentages of EOS, Scilex, Datavault, HBA and THI. The closing of the Transaction (the “Closing”) and the issuance of Acquisition Stock are to occur concurrently following satisfaction or waiver of all conditions to closing, including receipt of all required stockholder approvals and any required approvals of The Nasdaq Capital Market (“Nasdaq”), and completion of the agreed liability reduction framework, with the Definitive Agreements to specify a maximum permitted indebtedness and liability threshold of not more than $2,000,000 as a condition to Closing; provided that the consummation of the transactions with REBOOT, and satisfaction of any condition relating to REBOOT, will not be a condition to the Closing or to the issuance of Acquisition Stock to any other party, and no failure or delay of any such transaction or condition will delay the Closing with respect to any other party. The REBOOT transactions are to be implemented through separate definitive agreements between the Company and REBOOT and may be completed at a different time than the Closing or not at all. If the required stockholder approval or any required Nasdaq approval is not obtained, any party may terminate the non-binding Second A&R LOI without liability, except with respect to the binding provisions described below, which would survive in accordance with their terms. Pursuant to the non-binding Second A&R LOI, REBOOT will receive a royalty equal to 6% of adjusted net revenue attributable to the intellectual property licensed to the Company, EOS will receive a royalty equal to 5% of gross revenues from the QLPM intellectual property portfolio acquired from EOS, and Scilex will receive a royalty equal to 5% of gross revenues from the QLPM intellectual property portfolio acquired from Scilex, in each case on terms to be set forth in the Definitive Agreements. The royalties payable to EOS and Scilex will not be reduced by, or offset against, any royalty or other amount payable to any other person, and any transferee or exclusive licensee of the applicable QLPM intellectual property must assume in writing the obligation to pay the applicable royalty, without releasing the Company. The non-binding Second A&R LOI further contemplates that: the Company will register for resale the Acquisition Stock issued to EOS, Datavault, Scilex and REBOOT, with the Company filing a registration statement on Form S-3 (or Form S