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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): November 3, 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
1.02. Termination of a Material Definitive Agreement.
As
previously disclosed, on October 21, 2026, DataMEDS AI, Inc. (the “Company”) entered into a Second Amended and Restated Letter
of Intent, dated October 19, 2026 (the “LOI”), with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company
(“Scilex”), Datavault AI Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), Tollo Health, Inc.
(“THI”) and REBOOT Health AI, Inc. (“REBOOT”). The LOI contemplated the acquisition of certain intellectual property
assets from EOS and Scilex, the expansion of the Company’s existing PharmacyChain license with Datavault, the acquisition of a
controlling interest in Tollo Health, LLC (d/b/a Health Lives Here) from HBA and THI, and intellectual property licensing and related
products and services arrangements with REBOOT, in each case in exchange for the issuance of shares of the Company’s common stock.
On
November 3, 2026, the Company provided written notice to EOS, Scilex, Datavault, HBA, THI and REBOOT terminating the LOI, effective immediately.
The termination applies only to the LOI and does not terminate or amend any separate agreement, including any existing license agreement
with Datavault, any consulting or employment arrangement or separate letters of intent between the parties. The termination does not
revive any prior proposal, term sheet, letter of intent or understanding superseded by the LOI.
Item
7.01 Regulation FD Disclosure.
On
November 3, 2026, the Company issued a press release announcing the termination of the LOI. A copy of the press release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K 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 |
| 99.1 |
|
Press Release dated November 3, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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: November 5, 2026 |
DATAMEDS
AI, INC. |
| |
|
|
| |
By: |
/s/
Prashant Patel |
| |
|
Prashant Patel, President |
Exhibit 99.1
DataMEDS
AI Announces Termination of Second Amended and Restated Letter of Intent
TAMPA,
FL / ACCESS Newswire / November 3, 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 terminated the Second Amended and Restated letter of intent dated October 19, 2026 (“2nd
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”)
and HealthBridge Advisors, LLC (“HealthBridge Advisors”) for the in-license or acquisition of IP in exchange for Company
common stock due to market conditions. DataMEDS does not owe any fees or obligation as a result of the termination.
As
a result of the termination of the 2nd LOI, DataMEDS will no longer be issuing any shares related to the 2nd LOI.
DataMEDS
confirms that its exclusive license with REBOOT for the management of GLP-1 users, dated October 13, 2026, remains in full force and
effect.
Datavault
AI for PharmacyChain™ manufacturer-to-patient blockchain-enabled smart contracts remains in full force and effect, in
accordance with the terms of that agreement dated November 24, 2025. No shares of the Company were issued to Datavault in connection
with that agreement.
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 pharmacy-related Corexa Health subsidiary provides pharmacy dispensing and pharmacy-related
services, including distribution of products developed by Tollo Health. 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 effects of the cancellation of the LOI on the Company’s business, strategy and technology
plans; the Company’s ability to identify, negotiate and complete alternative acquisitions, licenses or partnerships on acceptable
terms or at all; any costs, claims or disputes that may arise in connection with the LOI or its cancellation; the status of any other
existing agreements or relationships with the parties to the LOI; the Company’s capitalization and any future issuances of its
securities; the Company’s ability to execute its existing business plans, including those of Health Lives Here, Corexa Health and
Helomics; 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.
DataMEDS
AI Media Contact
James
Lambert, Vice President, Rubenstein Public Relations
212.805.3024
| jlambert@rubensteinpr.com
DataMEDS
AI Investor Contact
IR@datamedsai.com
