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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): 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-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
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
