DataMeds AI, Inc 8-K, filed Oct 26, 2026
DataMeds AI, Inc. (MEDS)
About this 8-K
DataMeds AI, Inc filed this 8-K on October 26, 2026, reporting on events of October 21, 2026.
DataMeds AI entered a non-binding LOI to acquire QLPM and Health Lives Here assets and licenses, targeting a fourth quarter 2026 close, with REBOOT, EOS and Scilex receiving royalties of 6%, 5% and 5%. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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-1 if Form S-3 is unavailable) within 45 days following the Closing and using commercially reasonable efforts to cause it to be declared effective within 90 days following the Closing, together with customary piggyback and demand registration rights. Each of EOS, Scilex, Datavault, REBOOT, Fortitude, HBA and THI will agree to a six-month lock-up of their Acquisition Stock following the Closing; provided that the lock-up will not restrict any distribution of Acquisition Stock by EOS to its stockholders made in compliance with applicable securities laws, and Acquisition Stock so distributed will not be subject to the lock-up in the hands of such stockholders, other than officers, directors and affiliates of EOS. Immediately following the Closing, the Company will appoint two new management team members mutually agreed upon by EOS, Scilex, Datavault and HBA and the Company’s board of directors, and the Company’s board of directors will include four new designees, one each from EOS, Scilex, Datavault and HBA (including Gerald Commissiong, designated by HBA), with the post-transaction board complying with Nasdaq’s independence requirements.
Certain provisions of the non-binding Second A&R LOI are intended by the parties to be legally binding and enforceable obligations of the Company, EOS, Scilex, Datavault, HBA, THI and REBOOT, including the provisions relating to a potential concurrent minimum $2 million investment from certain investors, Fees and Expenses, Confidentiality, Governing Law, Counterparts, Exclusivity, the signing of the non-binding Second A&R LOI and the appointment of Fortitude’s Managing Partner, Gerald Commissiong, as Interim Co-Chief Executive Officer of the Company (which are obligations of the Company only), Access to Information, and the integration provision described above. Under the Fees and Expenses provision, the Company has agreed to reimburse Scilex, Datavault and EOS, in the aggregate, for certain legal fees in a combined amount not to exceed $250,000, payable upon the Closing. The non-binding Second A&R LOI otherwise is intended to serve as a guide for the parties in preparing the Definitive Agreements and does not constitute the final agreement of the parties with respect to the Transaction. Under the exclusivity provisions of the non-binding Second A&R LOI, the Company has agreed, subject to the terms and conditions set forth therein, not to pursue any alternative business combination or similar transaction with any party other than EOS, Scilex, Datavault and HBA through November 30, 2026, and EOS, Scilex, Datavault and HBA have agreed to negotiate exclusively with the Company through the same date with respect to any change of control transaction involving QLPM, Datavault AI Health or HLH (without restricting any repurchase, tender offer or other transaction in their equity securities that does not involve the sale, transfer, license or encumbrance of such assets), in each case subject to a 30-day due diligence period during which the Company may terminate the non-binding Second A&R LOI in specified circumstances, to the fiduciary duties of the Company’s board of directors, and to certain expense reimbursement obligations of the Company applicable in specified circumstances. The non-binding Second A&R LOI and the relationship of the parties thereto are governed by the laws of the State of Delaware.
The foregoing description of the non-binding Second A&R LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the non-binding Second A&R LOI, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 22, 2026, the Company issued a press release announcing that it entered into the non-binding Second A&R LOI. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished, not filed, pursuant to Regulation FD. Accordingly, such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of such information is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1* | Second Amended and Restated Letter of Intent dated October 19, 2026 | |
| 99.1 | Press Release dated October 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or its staff upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 26, 2026 | DATAMEDS AI, INC. | |
| By: | /s/ Prashant Patel | |
| Prashant Patel, President | ||
Exhibit 10.1
SECOND AMENDED AND RESTATED LETTER OF INTENT
October 19, 2026
This Second Amended and Restated Letter of Intent (this “LOI”) sets forth our current proposal with regard to the proposed combination (the “Transaction”) of DataMEDS AI, Inc., a reporting public company incorporated in Delaware and f/k/a Wellgistics Health, Inc. (“MEDS”), that has entered into a definitive license agreement for the license of pharmaceutical distribution-related blockchain-enabled technology with Datavault AI Inc. (“DVLT”), a public company that is the owner of intellectual property enabling data monetization, credentialing, digital engagement and tokenization of real-world assets, with healthcare utilization technology enablement being referred to as Datavault AI Health (“DVLH” which excludes all intellectual property already licensed to Vivasor, Inc. and Scilex Holding Company and/or Quantum Scan Holdings, Inc.), EOS Technology Holdings, Inc. (“EOS”), a private company that owns intellectual property related to the biometric verification of delivery and/or use of pharmaceutical drugs originally developed under QOLPOM LLC for the development and deployment of drones to complete ‘last mile’ delivery of biopharmaceuticals from pharmacies to patients’ homes leveraging biometric data to ensure secure personalized delivery (“QLPM”) that is the owner of the first half of the QLPM intellectual property portfolio (“QLPMIP1”), Scilex Holding Company, a public holding company (“SCLX”) that is the owner of the second half of the QLPM intellectual property portfolio (“QLPMIP2”), HealthBridge Advisors LLC (“HBA”) and Tollo Health, Inc. (“THI”), which own membership interests in Tollo Health, LLC (d/b/a Health Lives Here, “HLH”), and REBOOT Health AI, Inc., a Delaware corporation (“REBOOT”) that is the owner of certain intellectual property, including the ‘812 Patent Family and the REBOOT Platform, related to AI-enabled goal tracking, medication adherence and aerial drone delivery of prescription medications, which REBOOT is licensing to MEDS together with related products and services pursuant to a separate non-binding letter of intent between REBOOT and MEDS, to be implemented through separate definitive agreements between REBOOT and MEDS (the “REBOOT LOI”, attached hereto as Exhibit C). MEDS, EOS, HBA, THI, SCLX, DVLT, and REBOOT are each sometimes referred herein to as a “Party” and severally or collectively, as the “Parties.”
This LOI supersedes and replaces in its entirety the Amended and Restated Letter of Intent dated July 29, 2026, the Fully Binding Term Sheet dated May 18, 2026, and all prior proposals, term sheets, letters of intent and understandings among the Parties relating to the Transaction, none of which shall have any further force or effect except to the extent expressly incorporated herein.
This LOI is an expression of intent and does not express the final agreement of the Parties. It is meant to be used as a guide for the Parties in preparing the definitive written agreement providing for consummation of the Transactions (the “Definitive Agreement”). The Definitive Agreement is expected to consist of one or more definitive acquisition, contribution, exchange, stock purchase, asset purchase and license agreements.
The Parties acknowledge that drafts of the Definitive Agreements have been negotiated among the Parties, including the Contribution and Exchange Agreement between MEDS and EOS (draft dated October 19, 2026), attached hereto as Exhibit D, the Contribution and Exchange Agreement between MEDS and SCLX (draft dated October 19, 2026), attached hereto as Exhibit E, the Master Issuance Agreement (draft dated October 19, 2026), attached hereto as Exhibit F, the Securities
Exchange Agreement relating to HLH (draft dated October 19, 2026), attached hereto as Exhibit G, and the License Amendment and Exchange Agreement (draft dated October 19, 2026), attached hereto as Exhibit H. Except to the extent this LOI expressly changes the post-Closing ownership allocations or adds the royalties and the REBOOT transactions described herein, where such drafts address a matter also addressed in this LOI, the terms reflected in such drafts shall govern, and nothing in this LOI (including the second paragraph hereof) shall be construed to reopen, supersede or modify any such term; provided that (a) no such draft shall bind any Party, or be deemed to have been agreed by any Party, unless and until the applicable Definitive Agreement has been executed and delivered by such Party, and (b) until such execution and delivery, the provisions of this LOI relating to the post-Closing ownership allocations, the liability threshold, board designation rights, the treatment of the REBOOT transactions, lock-up and transfer restrictions, registration rights, royalties and Fees and Expenses shall control over any inconsistent term of any such draft.
References herein to HBA shall, where the context relates to HLH or to the Acquisition Stock issuable in exchange for membership interests in HLH, include THI.
Notwithstanding the foregoing, the obligations of MEDS, EOS, SCLX, DVLT, HBA, THI and REBOOT as set forth in the paragraphs below pertaining to “Immediate Capital,” “Fees and Expenses,” “Confidentiality,” “Governing Law,” “Counterparts”, “Exclusivity,” “Signing of this LOI and new Interim-CEO,” and “Access to Information,” together with the integration provision set forth in the second paragraph of this LOI, are intended to be legally binding and enforceable obligations of MEDS, EOS, SCLX, DVLT, HBA, THI and REBOOT; provided that the obligations set forth under “Signing of this LOI and new Interim-CEO” are obligations of MEDS only.
| Form of Transaction: | MEDS will acquire certain intellectual property assets related to the QLPM business from EOS and SCLX pursuant to one or more asset acquisition, contribution and exchange, assignment and/or license transactions as mutually determined by the Parties and their tax advisors and reflected in the Definitive Agreements. | |
| MEDS will also expand its PharmacyChain license with DVLT to exclusively include DVLH, subject to the Parties’ mutual agreement on the Definitive Agreement; provided however, that such exclusivity shall not apply to any intellectual property already licensed by DVLT to Vivasor, Inc., SCLX and/or Quantum Scan Holdings, Inc. | ||
| MEDS will also enter into an intellectual property license agreement and a product and services agreement with REBOOT, pursuant to which REBOOT will license to MEDS certain intellectual property, including the ‘812 Patent Family and the REBOOT Platform, for use within the Licensed Field, and will provide related products and services in connection with the DataMEDS Platform, in each case on terms to be agreed between MEDS and REBOOT, as described in the REBOOT LOI attached hereto as Exhibit C. Notwithstanding anything herein or in Exhibit C to the contrary, the REBOOT LOI constitutes an agreement solely between MEDS and REBOOT, and no other Party assumes, approves, guarantees or otherwise becomes bound by any obligation, representation, condition or other term thereof, including its governing law, venue and attorneys’ fees provisions. |
| As part of the agreement, MEDS will in order: | |||
| SIGNING OF THIS LOI AND NEW INTERIM-CEO | |||
| 1. | Sign this LOI with a potential concurrent minimum $2 million investment (the “Immediate Capital”) from investors associated with Dawson James who have already invested a total of $6.5 million (the “Dawson James Investors”) and prior to Closing (as defined below) file for an At-The-Market funding facility (the “ATM”). Fortitude Advisors LLC (“Fortitude”) Managing Partner Gerald Commissiong, currently the CEO of HLH, will be immediately appointed Interim Co-CEO of MEDS serving alongside MEDS’s current President & Interim Co-CEO, via an addendum to Fortitude’s existing consulting agreement with MEDS for consulting Chief Business Officer services. 1b. Dan Hirsch will be hired as Interim VP of Finance to facilitate the completion of the Transaction. | ||
| 2 |
| SETTLEMENT OF MEDS LIABILITIES | |||
| 2. | Facilitate the use of the Liabilities Reduction Plan with Silverback Capital (“LRP”) MEDS has already entered into, ATM, primary share offering, tokenization and/or debt to equity conversion (or some combination thereof) in order to extinguish outstanding liabilities (cash and non-cash) of MEDS, inclusive of its subsidiaries and outstanding debts owed to Dawson James Investors, prior to the Closing (attached hereto as Exhibit A, the “MEDS Liabilities”). Any remaining liability not settled, subject to a minimum threshold to be agreed upon in the Definitive Agreements, shall be adjusted against the Acquisition Stock (as defined below) to be issued to HBA. | ||
| CLOSING OF ACQUISITION | |||
| 3. | Complete the acquisition of QLPMIP1 from EOS and QLPMIP2 from SCLX (Exhibit B) in exchange for duly authorized, validly issued and non-assessable shares of MEDS common stock (the “Acquisition Stock”), with no preferred stock, convertible securities or contingent conversion features being issued as consideration. For the avoidance of doubt, the foregoing limitation applies only to the consideration issued in the Transaction and does not restrict MEDS from issuing preferred stock or other securities in financing or other transactions. | ||
| 4. | Complete DVLH license expansion in exchange for Acquisition Stock. | ||
| 5. | Complete the acquisition of controlling interest in HLH in exchange for Acquisition Stock. The acquisition of HLH is expected to be structured as an exchange of membership interests held by HBA and THI for Acquisition Stock | ||
| 3 |
| 6. | The MEDS Board shall consider and act upon the Definitive Agreements in good faith, subject in all respects to the fiduciary duties of the MEDS Board under applicable law. | ||
| POTENTIAL ADDITIONAL TRANSACTIONS | |||
| 7. | Fortitude Advisors LLC may recommend to the MEDS Board of Directors: | ||
| 7.a. Strategic investments | |||
| 7.b. Acquisition of additional companies, assets and/or licenses that may be important for the go-forward conduct of MEDS business (the “Additional Acquisitions”) | |||
| 7.c. Cancellation of certain previously announced non-binding agreements (“Transaction Cancellations”) | |||
| CLOSING CONDITION | |||
| 8. | The Closing shall be subject to satisfaction or waiver of the conditions expressly set forth in the Definitive Agreement, including stockholder approval, Nasdaq compliance, receipt of required governmental approvals, completion of the agreed liability reduction framework. The Definitive Agreement shall specify a maximum permitted indebtedness and liability threshold of not more than $2,000,000 as a condition to Closing. | ||
| Post-Closing Ownership Allocations and Underlying Assumptions: | At the closing of the Transaction (the “Closing”), MEDS will own all of the outstanding enabling rights to execute the then-current business plan of QLPM, DVLH and HLH. | ||
| ● | The Closing and issuance of Acquisition Stock shall occur concurrently following satisfaction or waiver of all conditions to Closing, including receipt of all required stockholder approvals and any required Nasdaq approvals; provided that the consummation of the transactions with REBOOT, and the satisfaction of any condition relating to REBOOT or the REBOOT LOI, shall 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 shall delay the Closing with respect to any other Party. | ||
| ● | EOS will own 14.9% | ||
| ● | SCLX will own 14.9% | ||
| ● | DVLT will own 19.9% | ||
| ● | Fortitude will own 5% | ||
| ● | HBA and THI will own, collectively, 24.9% | ||
| ● | REBOOT will own 9.9% | ||
| ● | Remaining 10.5% of common shares will be held by MEDS’s public common stockholders immediately following Closing. | ||
| 4 |
| In addition to the foregoing equity allocations, REBOOT will receive a royalty equal to six percent (6%) of Adjusted Net Revenue attributable to the intellectual property licensed to MEDS under the REBOOT LOI, EOS will receive a royalty equal to five percent (5%) of all gross revenues, without deduction of any kind and without duplication, received by or on behalf of MEDS or any of its affiliates, licensees or sublicensees from any use, licensing, sale or other monetization (“Gross Revenues”) of the QLPMIP1 portfolio acquired from EOS, which royalty shall accrue and become payable as and when such Gross Revenues are received, and SCLX will receive a royalty equal to five percent (5%) of all Gross Revenues of the QLPMIP2 portfolio acquired from SCLX, in each case on terms to be set forth in the Definitive Agreements. “Adjusted Net Revenue” shall have the same meaning, and shall be calculated in the same manner, for each such royalty that is calculated on Adjusted Net Revenue, consistent with the definition of Adjusted Net Revenue in the REBOOT LOI, with such definition to be finally agreed by the applicable parties in the Definitive Agreements. Where a product or service incorporating QLPMIP1 and the intellectual property licensed under the REBOOT LOI is sold or operated as a bundle, EOS shall be paid a royalty of five percent (5%) of the Gross Revenues from such bundle and REBOOT shall be paid a royalty of six percent (6%) of the Adjusted Net Revenue from such bundle. Where a product or service incorporating QLPMIP2 and the intellectual property licensed under the REBOOT LOI is sold or operated as a bundle, SCLX shall be paid a royalty of five percent (5%) of the Gross Revenues from such bundle and REBOOT shall be paid a royalty of six percent (6%) of the Adjusted Net Revenue from such bundle. Where a product or service incorporating QLPMIP1, QLPMIP2, and the intellectual property licensed under the REBOOT LOI is sold or operated as a bundle, EOS shall be paid a royalty of five percent (5%) of the Gross Revenues from such bundle, SCLX shall be paid a royalty of five percent (5%) of the Gross Revenues from such bundle, and REBOOT shall be paid a royalty of six percent (6%) of the Adjusted Net Revenue from such bundle. The royalties payable to EOS and SCLX shall not be reduced by, or offset against, any royalty or other amount payable to any other person. The Definitive Agreements shall provide that MEDS may not sell, assign, transfer or exclusively license any portion of the QLPMIP1 portfolio unless the transferee or licensee assumes in writing the obligation to pay such royalty to EOS, and no such assumption shall release MEDS. The Definitive Agreements shall provide that MEDS may not sell, assign, transfer or exclusively license any portion of the QLPMIP2 portfolio unless the transferee or licensee assumes in writing the obligation to pay such royalty to SCLX, and no such assumption shall release MEDS. |
| The foregoing are post-Closing ownership percentages on a fully diluted basis, to be reflected in a capitalization model attached to the Definitive Agreements. Shares issued or issuable in connection with the liability reduction framework, financing transactions (including the ATM and the Immediate Capital), the conversion or settlement of convertible debt, transaction expenses or any other matter existing at or arising prior to the Closing shall not reduce the post-Closing ownership percentages of EOS, SCLX, DVLT, HBA and THI set forth above. Any reverse stock split shall apply proportionately to all holders of MEDS common stock. | ||
| Prior to closing, MEDS shall use commercially reasonable efforts to settle, restructure, convert, satisfy or otherwise address its outstanding liabilities, including outstanding indebtedness owed to current MEDS convertible debt holders, in accordance with the liability reduction framework to be set forth in the Definitive Agreement. The liability reduction framework shall specify, at a minimum, the categories of liabilities counted toward the agreed thresholds (including funded indebtedness, accounts payable, accrued expenses, convertible securities, transaction expenses and disputed, contingent and litigation-related claims), the manner in which each category is measured, and the evidence required to demonstrate satisfaction of the thresholds at Closing. The Definitive Agreements shall also specify whether liabilities are measured before or after giving effect to the transactions contemplated to occur at Closing. |
| 5 |
| The Definitive Agreements shall provide that each of EOS, SCLX, DVLT, REBOOT, Fortitude, HBA and THI shall agree to a lock up of their Acquisition Stock for a period of six (6) months after the Closing, which in the case of Fortitude shall be set forth in the definitive agreement providing for the issuance of its shares; provided that such lock up shall not restrict any dividend or other distribution of Acquisition Stock by EOS to its stockholders made in compliance with applicable securities laws, and any Acquisition Stock so distributed shall not be subject to such lock up in the hands of such stockholders, other than any stockholder that is an officer or director of EOS or that otherwise controls, is controlled by or is under common control with EOS (within the meaning of Rule 405 under the Securities Act of 1933, as amended), in whose hands such Acquisition Stock shall remain subject to such lock up for the remainder of such period. | ||
| Management/Board Composition: | Immediately following the Closing, MEDS will appoint two (2) new management team members mutually agreed upon by EOS, SCLX, DVLT and HBA, and the MEDS Board. MEDS shall also appoint four (4) designees of EOS, SCLX, DVLT and HBA to MEDS Board of Directors including Gerald Commissiong designated by HBA. EOS shall have the right to designate one director; SCLX shall have the right to designate one director; DVLT shall have the right to designate one director; and HBA shall have the right to designate one director. The post-transaction MEDS board of directors shall comply with Nasdaq’s independence requirements. |
| Stockholder Approval: | The officers and directors of MEDS, together with their affiliates, will enter into customary voting agreements, or execute a written consent, in favor of the Transaction concurrently with the execution of the Definitive Agreement. | |
| In addition to approving the Transaction, MEDS stockholder approval in the proxy statement shall be sought at a special meeting for any other matters as may be reasonably necessary for the consummation of the Transaction (e.g., election of directors, an increase in authorized shares, effective prior to the Closing and sufficient to permit the issuance of all Acquisition Stock at the Closing, and a reverse stock split to the extent required in connection with the Closing in order to obtain or maintain MEDS’s Nasdaq listing) and maintaining the continued listing of MEDS’s common stock listing on The Nasdaq Capital Market. MEDS shall prepare and file the proxy statement as promptly as practicable following execution of the Definitive Agreements, shall call and hold the special meeting as promptly as practicable thereafter, and shall use reasonable best efforts to obtain the required stockholder approval and all required Nasdaq approvals. The MEDS Board shall recommend that MEDS stockholders approve the Transaction, subject to its fiduciary duties under applicable law. | ||
| Conditions for Execution of the Definitive Agreements: | Satisfactory completion of due diligence by both Parties. | |
| Satisfactory negotiation of the Definitive Agreement, including customary provisions for a transaction of this nature and as set forth herein. |
| 6 |
| Approval of the proposed Transaction by the Boards of MEDS, EOS, SCLX, DVLT, HBA and THI, and delivery of a fairness opinion by a firm to be mutually agreed upon by MEDS, EOS, SCLX, DVLT and HBA, which opinion shall be delivered to the Board of Directors of MEDS and shall be solely for its benefit unless otherwise agreed by the Parties. | ||
| Securities and Financing: | The shares of MEDS common stock to be issued in the Transaction will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D thereunder and will not be registered under the Securities Act at the time of issuance. | |
| Definitive Agreements shall include a Registration Rights Agreement pursuant to which MEDS shall file a registration statement on Form S-3 (or Form S-1 if Form S-3 is unavailable) covering the resale by each of EOS, DVLT, SCLX and REBOOT of all of the shares of Acquisition Stock issued to EOS, DVLT, SCLX and REBOOT, respectively, in the Transaction. MEDS shall file such registration statement within forty-five (45) days following the Closing and shall use commercially reasonable efforts to cause such registration statement to be declared effective within ninety (90) days following Closing. MEDS shall maintain the continuous effectiveness of such registration statement until the earlier of (i) the sale of all registrable securities covered thereby and (ii) such time as all registrable securities held by EOS, DVLT, SCLX and REBOOT may be sold without registration and without volume or manner-of-sale limitations under Rule 144. |
| EOS, DVLT, SCLX and REBOOT shall receive customary unlimited piggyback registration rights with respect to all remaining shares of Acquisition Stock held by EOS, DVLT, SCLX and REBOOT. In connection with any registration statement filed by MEDS for its own account or for the account of other stockholders (other than a registration statement on Form S-4 or Form S-8 or any registration statement relating to an at-the-market offering program), EOS, DVLT, SCLX and REBOOT shall have the right to include its registrable securities therein, subject only to customary underwriter cutback provisions; provided that, in any such cutback, registrable securities held by EOS, DVLT and SCLX shall have priority (on a pro-rata basis) over registrable securities held by REBOOT. In addition, following effectiveness of the initial resale registration statement, EOS, DVLT, SCLX and REBOOT shall be entitled to one (1) demand registration with respect to registrable securities not covered thereby, on customary terms to be set forth in the Registration Rights Agreement. | ||
| To the extent permitted under applicable securities laws, EOS, DVLT, SCLX and REBOOT shall be entitled to inclusion as a selling stockholder under any existing or future shelf registration statement maintained by MEDS, other than any registration statement relating to an at-the-market offering program. | ||
| Following the expiration of the six (6)-month lock-up period described above, none of EOS, DVLT, SCLX or REBOOT, nor any shares of Acquisition Stock issued to any of them, shall be subject to any lock-up agreement, escrow, holdback or other contractual restriction on transfer, other than restrictions arising under applicable securities laws. | ||
| MEDS shall bear all registration expenses associated with the registration rights contemplated herein, excluding underwriting discounts and commissions attributable to sales by EOS, DVLT, SCLX and REBOOT. |
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| Operation of the Businesses: | The Definitive Agreement will include customary interim operating covenants applicable to MEDS and HBA pursuant to which each such party will operate its business in the ordinary course and consistent with past practice until the Closing and will not take specified actions without the prior written consent of the other parties, such consent not to be unreasonably withheld; provided that the interim covenants applicable to EOS and SCLX shall relate solely to the preservation of QLPMIP1 and QLPMIP2, respectively, and shall not require the consent of MEDS or any other Party to, or otherwise restrict, any other business, financing, securities, repurchase or corporate transaction of EOS or SCLX. | |
| It is the intention of the Parties for the post-Closing MEDS entity to be focused on the development and commercialization of blockchain-enabled delivery of healthcare products & services beginning with pharmacy dispensing and pharmaceutical-related distribution, including drone delivery technology for the purposes of last mile delivery of pharmaceutical drugs to patients to add to MEDS’s existing DataMeds business model and patented workflow for efficient patient medication delivery. | ||
| Conditions to Closing: | The Closing will be subject to the satisfaction of customary conditions to closing for a transaction of this type, including, without limitation: (i) the absence of any material adverse effect on MEDS and HBA; (ii) approval of the Transaction by MEDS shareholders, (iii) receipt of all necessary governmental and third-party consents and approvals, (iv) delivery of the fairness opinion referred to under “Conditions for Execution of the Definitive Agreements” above; and (v) the effectiveness, prior to the Closing, of an amendment to MEDS’s certificate of incorporation increasing its authorized shares in an amount sufficient to permit the issuance of all Acquisition Stock at the Closing. |
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| As a condition to Closing, the MEDS equity shall be delivered with (i) liabilities not exceeding thresholds agreed to in the Definitive Agreement and (ii) all transaction-related expenses paid in full or otherwise satisfied prior to Closing. | ||
| It shall further be a condition to Closing that MEDS shall have received any approval of The Nasdaq Capital Market required in connection with the Transaction, including, if the Transaction is treated as a change of control under Nasdaq Listing Rule 5110(a), approval of an initial listing application. If the required approval of MEDS stockholders is not obtained or any required Nasdaq approval is not received, any Party may terminate this LOI without liability, except with respect to the provisions hereof expressly stated to be binding, which shall survive in accordance with their terms, and except that no such termination shall relieve MEDS of liability arising from its breach of any binding provision of this LOI. | ||
| Representations, Warranties and Covenants; Deal Protection: | The Definitive Agreement will include representations, warranties and covenants customary for a transaction of this type. Except in the case of fraud, the representations and warranties of the parties, and covenants requiring performance at or prior to the Closing, will terminate effective as of the Closing and will not survive the Closing for any purpose. The Definitive Agreement will not include any escrow, holdback, post-closing purchase price adjustment or post-closing indemnification remedy. Covenants that by their terms contemplate performance after the Closing will survive the Closing in accordance with their terms. |
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| The Definitive Agreement will also include customary deal protection provisions to be negotiated in good faith, including no-shop provisions binding each Party and fiduciary outs (and related break-up fee mechanisms) pertaining to the Parties’ respective obligations thereunder. | ||
| Exclusivity: | In consideration of the significant expense, time and resources that MEDS, EOS, SCLX, HBA and DVLT shall incur, from the date hereof through November 30, 2026 (the “Exclusivity Period”), MEDS agrees that neither it nor its affiliates, advisors, or other representatives (“Representatives”) will solicit, initiate, negotiate, encourage, facilitate, enter into, or consummate any inquiries, proposals, or agreements with any party other than EOS, SCLX, DVLT and HBA relating to any merger, consolidation, business combination, tender or exchange offer, management buyout, recapitalization, reorganization, restructuring, extraordinary dividend, or similar transaction involving MEDS, without the prior written consent of EOS, SCLX, DVLT and HBA . | |
| Notwithstanding the foregoing, MEDS shall have a period of thirty (30) days from the date of this LOI to complete financial, legal and business due diligence with respect to QLPM, DVLH, HLH and the proposed Transaction (the “Diligence Period”). In the event MEDS reasonably determines, based upon such due diligence and/or a fairness opinion delivered to the Board of Directors of MEDS, that the valuation of QLPM, DVLH and/or HLH is materially inconsistent with the valuation assumptions contemplated by this LOI, MEDS may terminate this LOI upon written notice to the other Parties, whereupon the exclusivity obligations set forth herein shall immediately terminate. Prior to any such termination notice, MEDS is required to provide to EOS, SCLX, DVLT and HBA the findings of their due diligence, providing EOS, SCLX, DVLT and HBA ten (10) days for an initial response to MEDS’ findings and sixty (60) days to renegotiate the post-Closing ownership allocations set forth in this LOI. |
| Notwithstanding the foregoing, nothing in this LOI shall require the Board of Directors of MEDS to take, or refrain from taking, any action that such Board determines in good faith, after consultation with outside counsel, would be inconsistent with its fiduciary duties under applicable law; provided, that MEDS shall provide the other Parties prompt written notice before taking any action in reliance on the foregoing and, if MEDS terminates this LOI or its exclusivity obligations in reliance on the foregoing, MEDS shall reimburse the documented out-of-pocket expenses incurred by EOS, SCLX, DVLT and HBA in connection with the Transaction. The Exclusivity Period shall automatically extend through completion of any renegotiation period contemplated by this paragraph. | ||
| EOS, SCLX, HBA and DVLT agree to terminate all discussions and negotiations with any party other than MEDS regarding any change of control transaction for QLPM, DVLH or HLH, and will exclusively negotiate with MEDS through November 30, 2026; provided that (i) such date may be extended only by the written agreement of the Parties with respect to a renegotiation period under the preceding paragraph, (ii) such obligations shall terminate immediately upon any termination of this LOI by MEDS and (iii) nothing in this paragraph shall restrict any issuance, sale, repurchase, tender offer or other transaction in the equity securities of any Party, or any other transaction, that does not involve the sale, transfer, license or encumbrance of QLPMIP1, QLPMIP2, DVLH or HLH. |
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| Access to Information: | Each Party and its directors, officers and agents shall afford, and cause their affiliates, officers, agents and representatives to afford, to the other Party and its representatives reasonable access to the properties, business, personnel (including outside accountants and lawyers), and financial, legal, accounting, tax and other data and information relating to such Party and its business as reasonably requested by the other Party and its representatives for the purposes of evaluating the Transaction proposed hereby or otherwise facilitating the due diligence investigation; provided that, with respect to EOS and SCLX, such access shall be limited to information relating to QLPMIP1 and QLPMIP2, respectively, and to such Party’s ability to consummate the Transaction. | |
| Fees and Expenses: | Except as otherwise expressly agreed upon by the Parties, MEDS, EOS, SCLX, DVLT, HBA and THI shall each be responsible for and bear all of its own costs and expenses incurred in connection with the proposed Transaction. Notwithstanding the foregoing, MEDS shall reimburse SCLX, DVLT and EOS, in the aggregate, for legal fees payable to Paul Hastings LLP (in respect of SCLX and DVLT) and Dickinson Wright PLLC (in respect of EOS) in a combined aggregate amount not to exceed $250,000, payable upon the Closing, allocated among such firms as the Parties shall agree, to the applicable accounts by wire transfer of immediately available funds. | |
| Confidentiality: | The existence and terms of this LOI, the proposed Transaction, and all negotiations, discussions, information and materials exchanged in connection therewith shall be deemed confidential information and shall not be disclosed by any Party to any third party, except to such Party’s affiliates, financing sources, attorneys, accountants, advisors and representatives who have a need to know such information and are informed of the confidential nature thereof, or as otherwise required by applicable law, regulation, court order or the rules of any applicable securities exchange. In the event that any disclosure is required by applicable law or securities regulations, the disclosing Party shall, to the extent legally permissible, provide the other Parties with prior notice of such disclosure and reasonably cooperate with the other Parties regarding the timing and content of such disclosure. Notwithstanding the foregoing, any Party may disclose the existence and general terms of this LOI and the proposed Transaction to its stockholders, prospective investors and financing sources to the extent such Party reasonably determines, after consultation with counsel, that such disclosure is necessary or advisable in connection with any offering, sale, repurchase or tender offer involving such Party’s securities, provided that such Party gives MEDS prior notice of such disclosure. | |
| Governing Law: | This LOI and the relationship of the Parties shall be governed by and construed in accordance with the laws of the State of Delaware. Notwithstanding anything to the contrary in the REBOOT LOI, any dispute among the Parties arising out of or relating to this LOI or the Transaction shall be governed by the laws of the State of Delaware. | |
| Counterparts: | This LOI may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signature Page on next page]
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Accepted and Agreed to on the date set forth above:
| DataMEDS AI, Inc. | Scilex Holding Company | |||
| By: | /s/ Prashant Patel | By: | /s/ Henry Ji | |
| Name: | Prashant Patel | Name: | Henry Ji | |
| Title: | President | Title: | CEO | |
| Date: | 10/19/2026 | Date: | 10/20/2026 | |
| EOS Technology Holdings, Inc. | Datavault AI, Inc | |||
| By: | /s/ Nate Bradley | By: | /s/ Nate Bradley | |
| Name: | Nate Bradley | Name: | Nate Bradley | |
| Title: | CEO | Title: | CEO | |
| Date: | 10/19/2026 | Date: | 10/19/2026 | |
| HealthBridge Advisors, LLC | REBOOT Health AI, Inc. | |||
| By: | /s/ Pavan Mantripragada | By: | /s/ Paul Arena | |
| Name: | Pavan Mantripragada | Name: | Paul Arena | |
| Title: | BlueCap Aquisition Manager | Title: | CEO | |
| Date: | Date: | 10/21/2026 | ||
| Tollo Health, Inc. | ||||
| By: | /s/ Gerald Commissiong | |||
| Name: | Gerald Commissiong | |||
| Title: | CEO | |||
| Date: | 10/19/2026 | |||
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Exhibit 99.1
DataMEDS AI Enters Into Amended and Restated LOI to License and Acquire IP that Enables Goal-Driven Prescription Drug Telehealth, Medical Drones and Healthcare Blockchain Technologies
| ● | Proprietary IP Position Until At Least 2042 to Enable Consolidation of Infrastructure targeting market expected to grow from $9.6 billion in 2025 to $93.4 billion in 2035 | |
| ● | Customer Acquisition Plan Leverages Existing Relationship with NFL Alumni Health | |
| ● | Final Guidance issued by FDA Provides Roadmap for Prescription Drug Proprietary Health Lives Here™ App and DelivMeds® Software | |
| ● | Network of 6,500 Pharmacies to Provide Nationwide Physical Healthcare Outlet |
TAMPA, FL / ACCESS Newswire / October 22, 2026 / DataMEDS AI, Inc. (“DataMeds SI,” “DataMEDS” or the “Company”) (NASDAQ:MEDS), a healthcare company that integrates its health information technology and physical infrastructure with its EinsteinRx™ artificial intelligence platform and PharmacyChain™ blockchain-enabled smart contracts platform, today announced that it has entered into an amended and restated non-binding letter of intent dated October 19, 2026 (“LOI”) with Datavault AI Inc. (“Datavault AI”) (NASDAQ:DVLT), Data Health Partners, Inc.’s (“DHP”) wholly-owned subsidiary REBOOT Health AI, Inc., EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”) (NASDAQ:SCLX) and HealthBridge Advisors, LLC (“HealthBridge Advisors”). EOS and Scilex each own a portion of the Quality of Life Peace of Mind (QOLPOM) intellectual property portfolio that is expected to be reunited through this transaction. DataMEDS’ subsidiary Corexa Health has an established distribution nationwide network of 6,500 independent pharmacies.
This announcement comes following the U.S. Food and Drug Administration’s (“FDA”) recent guidance issued on prescription drug applications and software that provides a roadmap for optimization of the Health Lives Here mobile application. This industry is projected to grow from its current market share of $9.6 billion in 2025 to an estimated $93.4 billion by 2035, according to Research and Markets.
“With the recent finalization of FDA guidance as it relates to prescription drug apps and software, we are excited to become shareholders of DataMEDS now that it has a clear regulatory framework to optimize its Health Lives Here mobile application to be patients’ behavior-change ally, leveraging the key intellectual property being brought in-house through this transaction,” said Paul Arena, CEO of Data Health Partners. “Given the proprietary position gained via DataMEDS’ recent exclusive license from DHP’s subsidiary REBOOT to patents and patent applications enabling GLP-1 receptor agonist drug-focused behavioral health technologies, we believe this new proposed transaction would further strengthen DataMEDS’ position towards the center of the patient-focused healthcare mobile app and software universe. With the advent of autonomous aerial drones able to deliver medical products, DataMEDS is preparing for the coming changes in healthcare delivery. Integrating the QOLPOM biometric verification and automated delivery patents with the DataMEDS artificial intelligence and blockchain platforms supports secure, personalized medication fulfillment and could generate de-identified real-world evidence on patient outcomes, with patient consent, that may be valuable to healthcare stakeholders, including pharmaceutical manufacturers.”
The Amended and Restated LOI supersedes and replaces the Amended and Restated Letter of Intent dated July 29, 2026, which expired on September 30, 2026. The addition of DHP reflects the progress DataMEDS has made in building its healthcare ecosystem, including the recent launch of the Health Lives Here mobile application together with Tollo Health in partnership with NFL Alumni Health, the acquisition of Helomics Corporation, a cancer diagnostics artificial intelligence laboratory certified under the Clinical Laboratory Improvement Amendments (CLIA), and the license of key intellectual property from DHP’s subsidiary REBOOT that enables the establishment, progress towards, and achievement of preset near and long-term goals as it relates to the use of GLP-1 receptor agonist-based medications. The transaction is expected to close in the fourth quarter of 2026. A majority of DataMEDS shareholders have approved the draft definitive agreements associated with this proposed transaction, subject to satisfactory completion of due diligence by management.
“DataMEDS will reduce the cost, improve the quality of care and empower patients with meaningful data driven outcomes,” said Nathaniel Bradley, CEO of Datavault AI. “This is an enduring vision of true pioneers in behavioral healthcare. DataMEDS is seeking to operationalize Datavault AI’s potential in healthcare. Datavault AI is excited to be able to meaningfully participate in the value creation at MEDS via equity participation and royalties for the use of our technologies. Given the significant amount of due diligence and document preparation that has already taken place under the previous LOI, we are targeting a fourth quarter 2026 closing. We look forward to supporting DataMEDS as it seeks to disrupt healthcare via its ability to create good health outcomes through a vertically integrated physical, digital and intellectual property healthcare delivery stack.”
Technologies Proposed to Be Added to the DataMEDS Healthcare Stack:
| 1. | Expand DataMEDS’ existing PharmacyChain license with Datavault AI to exclusively include Datavault AI healthcare related intellectual property, subject to specified carve-outs for intellectual property already licensed to Vivasor, Inc. in medical imagery, Scilex within the field of use of Biotechnology and Quantum Scan Holdings, Inc. in diagnostics. | |
| 2. | Acquire QOLPOM intellectual property from EOS that enables biometric confirmation that the named patient receives home drug delivery, including by unmanned aerial drone; | |
| 3. | Acquire QOLPOM intellectual property from Scilex that enables wearables-driven biometric confirmation of pharmacodynamic drug effect; | |
| 4. | Exclusively license Data Health Partners’ intellectual property related to data-driven patient outcomes, goal setting, goal progression and goal achievement in connection with home and aerial drone medication delivery; and | |
| 5. | Acquire a controlling interest in Tollo Health, LLC (d/b/a Health Lives Here) from HealthBridge Advisors. Tollo Health manufactures medical foods for GLP-1-associated muscle loss, acute viral infections and chronic viral infection syndromes, and dietary supplements with ingredients associated with specific biological pathways. Tollo also brings with it proprietary consumer engagement technology through the Health Lives Here mobile application it is already with DataMEDS upon, and NFL Alumni Health-driven marketing channels. |
The transaction is expected to close in the fourth quarter of 2026, and remains subject to the execution of definitive agreements, due diligence, a fairness opinion, a DataMEDS outstanding liabilities threshold, Nasdaq requirements, including change-of-control review under Listing Rule 5110(a)) and other customary conditions. No assurance can be given that definitive agreements will be executed or that the transaction will close.
Strategic Context
The combination builds on the DataMEDS PharmacyChain platform and EinsteinRx™ artificial intelligence capabilities. The expanded Datavault AI license is intended to support patient-controlled health data access, monetization and tokenization across pharmacy, laboratory, wearable and commercial healthcare settings. Data Health Partners’ patient-outcomes intellectual property, paired with the existing DataMEDS DelivMeds intellectual property for provider and pharmacist monitoring of the patient journey, is intended to support telemedicine delivery.
DelivMeds is a virtual non-dispensing pharmacy app owned by DataMEDS that simplifies pharmacy services. It partners with pharmacies nationwide to facilitate easy prescription management and delivery. Users can connect with local pharmacies to have prescriptions filled and delivered directly to their homes, often on the same day. The app allows for uploading photos of prescriptions and insurance cards, making the process more convenient for users. DelivMeds technologies are being integrated into future versions of the Health Lives Here mobile application.
The controlling interest in Tollo Health adds wellness, GLP-1 companion and digital engagement tools, including the Health Lives Here initiative with NFL Alumni Health.
“With the recent launch of the Health Lives Here app together with Tollo Health and NFL Alumni Health, we are beginning to see patients better understand our vision for the future of health, where they can set goals and work toward them using the physical and digital healthcare infrastructure being assembled within DataMEDS,” said Gerald Commissiong, Interim Co-CEO of DataMEDS. “Adding Data Health Partners’ patented technology for patient goal setting, progression and achievement, alongside our DelivMeds intellectual property and the QOLPOM biometric verification and delivery patents, positions DataMEDS to enable key aspects of healthcare delivery through telemedicine. We believe that our physical infrastructure, which includes a pharmacy, a pharmaceutical distribution center and a diagnostic laboratory, combined with our Health Lives Here telemedicine and wellness offering, DelivMeds, our EinsteinRx™-driven pharmacy hub and our intellectual property, has the potential to disrupt the digital healthcare market in the United States.”
Patents Being Licensed to or Acquired by DataMEDS
Datavault AI
Datavault AI patent portfolio expected to be licensed includes U.S. Patent No. 12,100,025, Platform for Management of User Data; U.S. Patent Application Publication No. 2021/0365574, Data Valuation and Secure Commercial Monetization Platform; and U.S. Patent Application Publication No. 2022/0188925, Data Futures Platform. These Datavault AI patents cover data management, valuation and monetization technologies. The specific patents and applications covered by the proposed healthcare license remain subject to confirmation in the definitive license schedule. The rights proposed to be licensed to DataMEDS excludes all intellectual property rights already licensed to Vivasor, Inc. and Scilex Holding Company and/or Quantum Scan Holdings, Inc.
The expanded license is intended to support patient-controlled health data access, management, valuation, monetization and tokenization across pharmacy, laboratory, wearable and other commercial healthcare settings.
Data Health Partners
Under the proposed transaction, DataMEDS would receive an exclusive license to Data Health Partners’ intellectual property for data-driven patient outcomes, including technology for setting goals, tracking progress toward them, achieving them, and intervening when a patient falls behind. This would add to the exclusive license DataMEDS recently obtained from REBOOT, a Data Health Partners subsidiary, for GLP-1 receptor agonist-focused behavioral technologies.
The REBOOT portfolio is protected by six issued U.S. patents and six pending patent applications. It includes the following issued patents:
U.S. Patent No. | Patent Title
10,061,812 “Platform for Optimizing Data Driven Outcomes”
11,144,554 “Platform for Optimizing Goal Progression”
11,151,142 “Platform for Optimizing Goal Progression”
Together with related applications, these patents cover data-driven behavioral tracking, goal progression and outcome optimization. Paired with DataMEDS’ EinsteinRx™ artificial intelligence platform and the Health Lives Here mobile application, the technology is intended to help patients set and work toward health goals, and to let providers and pharmacists monitor progress and step in when needed.
EOS Technology Holdings
DataMEDS would acquire all the applicable Quality of Life Peace of Mind (QOLPOM) intellectual property from EOS Technology Holdings, Inc. relating to biometric data collection, user monitoring and information derived from visual data and historical health records. The proposed transaction contemplates the acquisition of EOS’ QOLPOM portfolio relating to biometric verification of pharmaceutical delivery recipients and automated last-mile medication logistics.
The identified U.S. patent portfolio includes the following issued patents:
U.S. Patent No. Patent title
12,040,088 Method and Apparatus for Determining User Information
U.S. Patent No. 11,593,764, Remote Medication Delivery Systems.
U.S. Patent No. 12,657,554, Remote Medication Delivery System and Method.
Together with related applications, these patents enable contactless identity confirmation, secure drone or automated delivery of biopharmaceuticals and medical supplies. The technology addresses compliance, diversion prevention and last-mile access, particularly in rural and underserved markets.
Scilex Holding Company
The proposed transaction contemplates the acquisition of Scilex’ QOLPOM portfolio relating to biometric verification of pharmacodynamic response using wearables.
11,437,139 Method and Apparatus for Biometric Data Collection Combining Visual Data with Historical Health Records Metadata
Together with related applications, this patent and related patent applications enable wearable-driven confirmation of pharmacodynamic effects and capture of real-world biometric and adherence data. The intellectual property addresses drug regimen compliance.
HealthBridge Advisors
DataMEDS is seeking to acquire from HealthBridge Advisors a controlling interest in Tollo Health, LLC, a healthcare company commercializing proprietary medical foods and dietary supplements and, through TolloBio, developing biopharmaceutical candidates, alongside the Health Lives Here mobile application. Corexa Health, a subsidiary of DataMeds AI, Inc., distributes select Tollo Health medical foods and dietary supplements under a wholesale distribution arrangement. Tollo Health has exclusive rights to medical foods Forzet® for the dietary management of muscle loss associated with weight loss therapies, and Galectovid® for the dietary management of galectin 1 & 3 associated viral infections. Tollo Health also has exclusive rights to dietary supplement Tollovid®, a 3CL protease inhibitor.
HealthBridge Advisors is the controlling shareholder of Tollo Health. Gerald Commissiong is the CEO of Tollo Health and the Interim Co-CEO of DataMEDS. He is also the sole owner of Fortitude Advisors. Nathaniel Bradley is the CEO of Datavault AI and EOS.
No Offer to Sell or Solicit
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in connection with the proposed technology acquisitions and/or license or otherwise unless made in compliance with applicable securities laws. Even if any such transaction(s) are completed, no assurance can be given that the DataMEDS will operate as expected or that anticipated benefits of such transaction will be realized.
About Datavault AI
Datavault AI™, Inc. (NASDAQ:DVLT) is leading the way in AI-driven data experiences, valuation, and monetization of assets in the Web 3.0 environment. Datavault AI’s cloud-based platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences and Data Sciences divisions.
Datavault AI’s Acoustic Sciences division features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational spatial and multichannel wireless, high-definition sound transmission technologies with intellectual property covering audio timing, synchronization, and multi-channel interference cancellation. The Data Science division leverages the power of Web 3.0 and high-performance computing to provide solutions for experiential data perception, valuation, and secure monetization.
Datavault AI’s platform serves multiple industries, including high-performance computing software licensing for sports & entertainment, events & venues, biotech, education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® enables Digital Twins and the licensing of name, image, and likeness by securely attaching physical real-world objects to immutable metadata, fostering responsible AI with integrity. The Company’s technology suite is fully customizable and offers AI- and machine-learning-based automation, third-party integration, detailed analytics and data, marketing automation, and advertising monitoring.
The Company is headquartered in Philadelphia, PA. Learn more about Datavault AI at https://dvlt.ai.
About Data Health Partners
Data Health Partners, Inc. is a digital health company with industry-leading evidence-based behavioral technology inspiring people to transform their lives, founded in early 2022 by serial entrepreneurs with leadership experience running both private and public companies in multiple industries. Data Health Partners acquired REBOOT (“Reliable Evidence-Based Outcomes Optimization Technology”) a foundational behavioral modification and goal mastery technology that was developed over a ten (10) year period at a cost of $8 million and is protected by six (6) patents and six (6) patent pending applications. Data Health Partners formed REBOOT Health AI to commercialize REBOOT technology. REBOOT is a data-driven, scalable and sustainable outcome optimization software system used to establish and monitor goals, capture data, monitor goal progression and intervene if progression is below targeted level of the set goal.
About Scilex Holding Company
Scilex Holding Company is an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB®, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults.
In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA” or “SP-102”), which is owned by Semnur Pharmaceuticals, Inc. (“Semnur”) (a majority owned subsidiary of Scilex) and is a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain and for which Scilex has recently completed a Phase 2 trial in acute low back pain. SP-103 has been granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia.
Scilex is headquartered in Palo Alto, California.
About EOS Technology Holdings
EOS Technology Holdings, Inc. specializes in innovative technology solutions across various sectors. The company focuses on developing groundbreaking technologies and managing a diverse portfolio that includes areas such as mobility, energy, infrastructure, and digital platforms. With over 50 years of collective expertise in technology and digital security, EOS aims to maximize potential for brands through its extensive intellectual property network aligned with market needs.
About Tollo Health
Tollo Health, LLC is a healthcare company commercializing proprietary medical foods and dietary supplements and, through TolloBio, developing biopharmaceutical candidates, alongside its Health Lives Here mobile application. Corexa Health, a subsidiary of DataMeds AI, Inc., distributes select Tollo Health medical foods and dietary supplements under a wholesale distribution arrangement.
About DataMEDS AI
DataMEDS AI, Inc. (NASDAQ:MEDS), formerly Wellgistics Health, Inc., is a healthcare company focused on the vertical integration of technology, pharmacy, pharmaceutical-adjacent and telemedicine business units through its health information technology platforms to deliver a better experience for consumers and providers. Headquartered in Tampa, Fla., DataMEDS incorporates its EinsteinRx™ artificial intelligence platform and PharmacyChain blockchain-enabled smart contracts platform into the Health Lives Here mobile application from Tollo Health, LLC, and its Corexa Health subsidiary provides pharmacy dispensing and pharmacy-related services, including distribution of products developed by Tollo Health through Corexa Pharmacy and Corexa Distribution’s network of 6,500+ independent pharmacy network. DataMEDS also owns Helomics Corporation, a Pittsburgh, PA-based commercial clinical molecular diagnostics laboratory focused on the ChemoFx® Assay chemotherapy selection diagnostics test that aims to help oncologists make chemotherapy treatment decisions. Learn more at https://datamedsai.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are not predictions of actual performance. Forward-looking statements include, without limitation, statements regarding the expected timing of closing, including the expectation that the transaction will close in the fourth quarter of 2026; the expected post-closing ownership of the Company and the substantial dilution to existing stockholders; the Company’s ability to obtain stockholder approval and satisfy Nasdaq requirements, including any change-of-control or initial listing requirements; the receipt of a fairness opinion and the availability of financing; the related-party nature of certain aspects of the proposed transaction; the ability to integrate the licensed and acquired intellectual property and realize the anticipated benefits; the regulatory status of the Health Lives Here application and related software under FDA guidance on prescription drug use-related software and other FDA requirements; FAA, state pharmacy and other regulatory requirements applicable to drone and automated medication delivery; compliance with HIPAA, the FTC Act and state health-privacy laws in connection with the collection, use, monetization or tokenization of health data, and the potential application of securities laws to tokenization; the regulatory status of, and claims made for, medical foods and dietary supplements; and Datavault AI’s expected revenue recognition and financial guidance, the proposed transaction with Data Health Partners, Inc., Datavault AI Inc. (NASDAQ:DVLT), Data Health Partners, Inc., Scilex Holding Company (NASDAQ:SCLX), EOS Technology Holdings, Inc. and HealthBridge Advisors, LLC (controlling shareholder of Tollo Health, LLC); the negotiation and execution of definitive agreements; the satisfaction or waiver of closing conditions; the receipt of stockholder and other required approvals; the outcome of the litigation between Data Health Partners, Inc. and Teladoc Health, Inc.; the value, validity and enforceability of the intellectual property described; demand for Tollo Health and GLP-1 adjunct products; fulfillment of Health Lives Here prescriptions; the development of a proprietary blockchain and provider-network features; the creation of the Health Lives Here pharmacy network; the success of the NFL Alumni Health partnership; the integration of telemedicine, pharmacy, laboratory, wearable-device, artificial intelligence, blockchain and data-management technologies; the development, commercialization and expansion of EinsteinRx™, PharmacyChain, Health Lives Here and related platforms; the anticipated growth of the market for Long COVID products; the companies’ ability to empower patients to access, manage, control or monetize health data; the Company’s business strategy, capitalization, outstanding securities, lock-up arrangements, public float and registration statements; the Company’s ability to maintain compliance with Nasdaq listing standards; and the Company’s liquidity, capital resources and ability to fund operations. Actual results may differ materially from those expressed or implied in these forward-looking statements due to a number of risks and uncertainties, including those described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
Trademarks, Trade Names, Service Marks and Copyrights
We own or have rights to use various trademarks, tradenames, service marks and copyrights, which are protected under applicable intellectual property laws. This press release also contains trademarks, tradenames, service marks and copyrights of other companies, which are, to our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this press release may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks and copyrights. We do not intend our use or display of other parties’ trademarks, tradenames, service marks or copyrights to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.
EinsteinRx™ and PharmacyChain are trademarks of DataMEDS AI, Inc. Datavault AI, WiSA, ADIO, Sumerian and Information Data Exchange are trademarks or registered trademarks of Datavault AI Inc. All other trademarks are the property of their respective owners.
DataMEDS AI Media Contact
James Lambert, Vice President, Rubenstein Public Relations
212.805.3024 | jlambert@rubensteinpr.com
DataMEDS AI Investor Contact
IR@datamedsai.com
Datavault AI Media Contact
marketing@dvlt.ai
Datavault AI Investor Contact
Edward Barger
VP, Investor Relations
ir@dvlt.ai