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DataMeds AI buys Helomics in $1.5M stock deal

DataMeds AI buys Helomics for stock and a convertible note, adding oncology lab and CRO assets plus $1.5 million in cash with no assumed third-party debt.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DataMeds AI, Inc. (MEDS) completed the acquisition of Helomics Corporation from Axe Compute Inc. on September 11, 2026, purchasing all Helomics shares for 636,328 shares of DataMeds common stock (about 19.99% of pre-deal shares) and a $1,363,672 convertible promissory note.

The note bears 7% simple annual interest and matures on September 11, 2029, with voluntary conversion at a $1.00 per share price, subject to stockholder approval and full-ratchet anti-dilution adjustments if future equity is issued below the then-current conversion price. DataMeds agreed to seek stockholder approval for conversion within 75 days of closing. Helomics, a CLIA/CAP-certified AI cancer diagnostics lab and precision oncology CRO business, becomes a wholly owned subsidiary, and DataMeds also receives the Helomics lab, related oncology CRO operations, and $1.5 million in cash, with no third-party debt or unpaid accounts payable beyond normal operating expenses, supporting expansion into oncology services.

Positive

  • Helomics acquisition adds oncology lab and CRO business, expanding DataMeds AI beyond GLP‑1 and Long COVID into cancer diagnostics, screening and related services.
  • Transaction structure includes $1.5 million in cash and no third-party debt, with no outstanding unpaid accounts payable other than routine expenses, which supports liquidity.
  • Seller agrees to 12‑month lock-up and six‑month voting alignment, reducing near-term selling pressure on the Consideration Shares and supporting governance stability during integration.

Negative

  • Equity dilution is significant, with 636,328 new shares issued (about 19.99% of pre-deal shares) and further potential dilution from conversion of the $1,363,672 note at $1.00 per share plus accrued interest.
  • Convertible note includes full-ratchet anti-dilution protection, which could force lower conversion prices if future equity is issued below $1.00, potentially constraining future capital-raising terms.

Filing Explained

Approval would automatically convert the $1,363,672 note into shares, potentially reducing existing holders’ ownership percentages.

The closed acquisition leaves a $1,363,672 general unsecured note subordinated to the company’s bank and similar borrowed debt; if stockholder approval is obtained, it automatically converts into common shares, which would reduce existing holders’ percentage ownership absent offsetting changes.

DataMeds agreed to call and hold a stockholder meeting within 75 days of closing for the conversion approval, making that meeting the specified path to the automatic conversion.

For six months after closing, the seller must vote its DataMeds shares with the board’s recommendation, and for 12 months it generally cannot transfer the consideration shares, note, or shares issuable on conversion.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Consideration shares issued 636,328 shares Shares of DataMeds common stock issued to Axe Compute as part of Helomics purchase consideration
Share issuance percentage 19.99% Consideration Shares as a percentage of MEDS common stock outstanding immediately prior to the Purchase Agreement
Convertible note principal $1,363,672 Original principal amount of the unsecured subordinated convertible promissory note issued to Axe Compute
Convertible note interest rate 7% per annum Simple annual interest rate on the convertible note until maturity or conversion
Convertible note maturity September 11, 2029 Date when outstanding principal and interest on the note become due if not earlier converted or repaid
Conversion price $1.00 per share Price at which the note’s principal and accrued interest may convert into MEDS shares, subject to adjustments
Total purchase value $1.5 million Stated total purchase value for Helomics, paid in MEDS common stock and the acquisition note
Cash received from acquisition $1.5 million Cash at Helomics received by DataMeds as part of the acquisition, with no third-party debt assumed
convertible promissory note financial
"a convertible promissory note in the original principal amount of $1,363,672.00"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Nasdaq Listing Rule 5635(d) regulatory
"seek approval, in accordance with Nasdaq Listing Rule 5635(d), for the issuance"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
full-ratchet anti-dilution financial
"the conversion price will automatically be reduced to such lower price"
A full-ratchet anti-dilution provision is a clause in preferred stock financing that adjusts an investor's conversion price if the company later sells shares at a lower price: the earlier investor's price is reset down to the new, lower price regardless of how many new shares are issued. It matters to investors and other shareholders because it preserves the economic ownership percentage for the protected investor after down-rounds; like resetting a coupon's value to match a cheaper sale, it can substantially change who owns what and how future gains are shared.
CLIA/CAP-certified clinical laboratory medical
"DataMEDS received the Helomics CLIA/CAP-certified clinical laboratory, inclusive of ownership"
contract research organization (CRO) medical
"the Predictive Oncology contract research organization (CRO) central lab services business"
A contract research organization (CRO) is an outside company that runs scientific and regulatory work for drug, biotech, and medical-device developers—such as running clinical trials, lab testing, and preparing paperwork for regulators. Investors care because CROs affect how quickly and cheaply a product moves toward approval: they’re like specialized contractors whose capacity, expertise, and costs can speed development, reduce risk, and influence sponsors’ spending and timelines.
restricted securities regulatory
"constitute “restricted securities” under the Securities Act"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DataMeds AI (MEDS) acquire in the Helomics transaction?

DataMeds AI acquired all shares of Helomics Corporation, including a CLIA/CAP-certified cancer diagnostics lab, a precision oncology CRO central lab services business, and $1.5 million in cash, with no third-party debt and no unpaid accounts payable beyond ordinary monthly operating expenses.

What consideration did DataMeds AI (MEDS) pay for Helomics?

DataMeds paid aggregate consideration of 636,328 MEDS common shares (about 19.99% of pre-deal shares) plus a $1,363,672 convertible promissory note, for a total purchase value of $1.5 million, issued as restricted securities under an exemption from Securities Act registration.

What are the key terms of the DataMeds AI (MEDS) convertible note issued to Axe Compute?

The $1,363,672 note bears 7% simple annual interest and matures on September 11, 2029. Subject to stockholder approval, the holder can convert principal and accrued interest into MEDS common stock at $1.00 per share, with full-ratchet anti-dilution adjustments for lower-priced future issuances.

How and when will DataMeds AI (MEDS) seek stockholder approval for note conversion?

DataMeds agreed to call and hold a stockholder meeting within 75 days of closing to seek approval, under Nasdaq Listing Rule 5635(d), for issuing MEDS shares upon conversion of the convertible note. The note auto-converts after stockholder approval is received.

What lock-up and voting agreements apply to Axe Compute’s MEDS shares?

Axe Compute agreed for six months to vote all MEDS shares it beneficially owns in line with DataMeds’ board recommendations and, for 12 months after closing, not to transfer the Consideration Shares, the convertible note, or any MEDS shares issued upon conversion, subject to customary exceptions.

How does the Helomics deal affect DataMeds AI’s (MEDS) capital structure?

The deal immediately issues 636,328 new MEDS shares, approximately 19.99% of pre-deal shares, and adds a subordinated, unsecured $1,363,672 convertible note at 7%. Upon stockholder-approved conversion at $1.00 plus interest, this could result in additional equity dilution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0002030763 0002030763 2026-09-11 2026-09-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 11, 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)   (Zip Code)

 

Registrant’s telephone number, including area code: 844-203-6092

 

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 (see General Instruction A.2. below):

 

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   MEDS   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 1.01Entry into a Material Definitive Agreement.

 

On September 11, 2026, DataMeds AI, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement (the “Purchase Agreement”) with Axe Compute Inc., a Delaware corporation (“Seller”), pursuant to which the Company purchased from Seller all of the issued and outstanding shares of common stock of Helomics Corporation, a Delaware corporation (“Helomics”), for aggregate consideration consisting of (i) 636,328 shares of the Company’s common stock, representing approximately 19.99% of the number of shares of the Company’s common stock outstanding immediately prior to the parties’ entry into the Purchase Agreement (the “Consideration Shares”), and (ii) a convertible promissory note in the original principal amount of $1,363,672.00. The closing of the transactions contemplated by the Purchase Agreement occurred simultaneously with the execution and delivery of the Purchase Agreement on September 11, 2026.

 

As a result of this transaction, Helomics became a wholly owned subsidiary of the Company.

 

The Convertible Note accrues interest at a simple rate of 7% per annum and, unless earlier converted, is due and payable on September 11, 2029, at the Company’s election or upon demand by the holder. Subject to receipt of the stockholder approval described below, the holder may elect at any time prior to the maturity date to convert the outstanding principal and unpaid accrued interest of the Convertible Note into the shares of the Company’s common stock at a conversion price of $1.00 per share (subject to adjustment for stock splits, stock dividends, reclassifications and similar events). The Convertible Note will automatically convert into shares of the Company’s common stock upon receipt of stockholder approval.

 

If, at any time while the Convertible Note is outstanding, but subject to customary exceptions, the Company issues or sells, or is deemed to have issued or sold, any shares of its common stock or securities convertible into or exercisable or exchangeable for shares of common stock at an effective price per share below the then-current conversion price, the conversion price will automatically be reduced to such lower price. Any modification, repricing, cancellation and reissuance, or other change to the terms of any outstanding options, warrants, convertible securities or similar instruments that reduces the price at which common stock may be acquired is treated as a new issuance at the reduced price.

 

Within 75 days following the Closing, the Company agreed to call and hold a meeting of its stockholders to seek approval, in accordance with Nasdaq Listing Rule 5635(d), for the issuance of the shares of the Company’s common stock upon conversion of the Convertible Note.

 

The Convertible Note is a general unsecured obligation of the Company and is subordinated in right of payment to the Company’s existing and future indebtedness for borrowed money owed to banks, commercial finance lenders and similar institutions. The Convertible Note contains customary events of default, including failure to make required payments and certain bankruptcy-related events, upon the occurrence of which the outstanding principal and accrued interest may become immediately due and payable.

 

Seller agreed, for a period of six months following the closing of the transactions under the Purchase Agreement, to vote all shares of the Company’s common stock beneficially owned by Seller in accordance with the recommendation of the Company’s board of directors on matters submitted to a vote of the Company’s stockholders.

 

The Consideration Shares and the Convertible Note (and the shares of the Company’s common stock issuable upon conversion thereof) were issued (and will be issued) in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and constitute “restricted securities” under the Securities Act. Seller agreed, subject to customary exceptions, not to transfer any Consideration Shares, the Convertible Note or any shares issuable upon conversion thereof for a period of 12 months following the Closing.

 

The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and Seller.

 

The foregoing descriptions of the Purchase Agreement and the Convertible Note do not purport to be complete and are qualified in their entirety by the full text of the Purchase Agreement and the Convertible Note, copies of which are filed as exhibits to this report and are incorporated by reference herein.

 

2

 

 

The Purchase Agreement has been provided investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Seller or Helomics or otherwise to modify or supplement any factual disclosures about the Company in its reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The representations, warranties and covenants of each party set forth in the Purchase Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to SEC filings, and may have been used for purposes of allocating risk among the parties to the Purchase Agreement. Certain of the exhibits and schedules that are a part of the Purchase Agreement, including the disclosure schedule, are not being filed and contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Purchase Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03 to the extent such information is responsive to the disclosure requirements of Item 2.03 of Current Report on Form 8-K.

 

Item 3.02Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.02 to the extent such information is responsive to the disclosure requirements of Item 3.02 of Current Report on Form 8-K.

 

Item 7.01Regulation FD Disclosure

 

On September 15, 2026, the Company issued a press release announcing the acquisition of Helomics. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
     
2.1*   Stock Purchase Agreement dated as of September 11, 2026 between DataMeds AI, Inc. and Axe Compute Inc.
     
4.1   Form of Convertible Promissory Note issued on September 11, 2026 to Axe Compute Inc.
     
99.1   Press Release dated September 15, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*All schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a) of Regulation S-K. The registrant will furnish copies of any schedules to the Securities and Exchange Commission upon request.

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DataMeds AI, Inc.
     
Date: September 16, 2026 By: /s/ Prashant Patel
    Prashant Patel, President

 

4

 

 

Exhibit 99.1

 

 

 

PRESS RELEASE

 

DATAMEDS AI, INC.

3000 BAYPORT DRIVE, SUITE 950

TAMPA, FLA. 33607

WEBSITE

 

   

RUBENSTEIN PUBLIC RELATIONS

CONTACT: JAMES LAMBERT 212-805-3024

JLAMBERT@RUBENSTEINPR.COM

 

 

FOR IMMEDIATE RELEASE

 

DATAMEDS, AI. ACQUIRES HELOMICS AI CANCER DIAGNOSTICS LAB AND PRECISION ONCOLOGY CRO BUSINESSES FROM AXE COMPUTE

 

Acquisition Provides Operational Capital to Drive Health Lives Here Campaign and Expand Services into Cancer Management

 

PITTSBURGH— Tuesday, September 15, 2026 - DataMEDS AI, Inc. (NASDAQ: MEDS) (“DataMEDS”), a Health IT company vertically integrating health data acquisition and transfer, today announced that it completed the acquisition of artificial intelligence cancer diagnostics laboratory business Helomics Corporation (“Helomics”) from Axe Compute Inc. (NASDAQ: AGPU) (“Axe Compute” or the “Company”), a neocloud AI infrastructure platform.

 

Under the agreement, DataMEDS acquired Axe Compute’s wholly-owned subsidiary Helomics in exchange for common shares and an acquisition note of DataMEDS for a total purchase value of $1.5 million. DataMEDS received the Helomics CLIA/CAP-certified clinical laboratory, inclusive of ownership of all equipment, as well as the Predictive Oncology contract research organization (CRO) central lab services business and $1.5 million in cash. The Helomics acquisition comes with no third party debt requiring repayment and no outstanding, unpaid accounts payable outside of ongoing monthly operational expenses.

 

 

 

 

“We are thrilled to have completed this strategic transaction that thrusts DataMEDS into the field of oncology, where we know there is a tremendous need to improve patient outcomes, especially in rural areas” said Gerald Commissiong, Interim Co-CEO of DataMEDS. “Given Helomics’ rich history of pioneering innovative solutions in the $40 billion U.S. cancer diagnostic and treatment solutions market, we intend to expand the scope of DataMEDS broader services with this acquisition beyond GLP-1 agonist side effects and Long COVID, into cancer diagnosis and treatment.”

 

Under DataMEDS’ ownership, Helomics is expected to expand its capabilities beyond tumor molecular profiling and chemosensitivity testing, moving it into cancer screening and molecular profiling, traditional CLIA laboratory services and optimized nutritional support for cancer patient, while Axe Compute focuses its resources and strategy on scaling its core AI infrastructure business.

 

“We were pleased to structure our exit from the cancer testing business in a way that allows us to maintain a position as shareholders in the future of AI Helomics,” said Chris Miglino, Chief Executive Officer of Axe Compute. “We are excited for DataMEDS to take what has been built and integrate Helomics into its healthcare ecosystem that is being positioned to challenge existing standards of care in difficult to treat chronic conditions, including cancer.”

 

Helomics is a Pittsburgh-based functional precision medicine oncology platform that applies artificial intelligence to real-world tumor data to support drug discovery and cancer treatment decisions. It is the final operating business remaining from Axe Compute’s former identity as Predictive Oncology Inc., prior to its name change in December 2025.

 

Further details regarding the transaction will be set forth in a Current Report on Form 8-K to be filed by Axe Compute with the U.S. Securities and Exchange Commission, available at www.sec.gov and at investors.axecompute.com.

 

ABOUT AXE COMPUTE

 

Axe Compute Inc. (NASDAQ: AGPU) is a neocloud AI infrastructure platform built on a fundamental premise: AI innovation should not be constrained by hardware choice or availability. The company provides enterprises and AI innovators with flexibility across hardware, geography, and deployment models through two core offerings: Axe Compute Access, delivering a wide range of the latest high-performance GPU infrastructure across global locations, and Axe Compute Build, enabling the design, deployment, ownership, and operation of large-scale, dedicated AI infrastructure worldwide. All solutions are supported by enterprise-grade SLAs and operational expertise. Axe Compute is headquartered in Pittsburgh, Pennsylvania. For more information, visit axecompute.com.

 

 

 

 

About DataMEDS AI, Inc.

 

DataMEDS AI, Inc. (NASDAQ:MEDS) (formerly Wellgistics Health, Inc.) is a leading Health IT company that focuses on the vertical integration of technology, pharmacy, pharmaceutical-adjacent and telemedicine business units to deliver a better healthcare experience for consumers. Headquartered in Tampa, Fla., DataMEDS, AI, incorporates the artificial intelligence platform EinsteinRx™ and blockchain-enabled smart contracts platform PharmacyChain™ into the Health Lives Here mobile application, and its Corexa Health subsidiary provides pharmacy and pharmacy services, including the distribution of products developed by Tollo Health, LLC.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains certain forward-looking statements within the meaning of the federal securities laws, which can generally be identified by the use of words such as “may,” “will,” “intend,” “estimate,” “future,” “anticipate,” “plan,” “expect,” “explore,” “potential” or other similar words. Forward-looking statements include, but are not limited to, statements regarding the expected timing and completion of the proposed transaction, the anticipated benefits of the transaction to Axe Compute and its shareholders, the future performance of the AI Helomics business under DataMEDS’ ownership, the value of the DataMEDS shares to be received, the Company’s holding of shares of DataMEDS subsequent to the consummation of the transaction, the expected accounting treatment of the AI Helomics business, the treatment of customers and employees following closing, and the Company’s strategy and prospects as a pure-play neocloud GPU-as-a-Service company. These statements are based on management’s current expectations and beliefs as of the date of this release and are subject to significant risks and uncertainties that could cause actual results to differ materially, including but not limited to: the risk that closing conditions to the transaction are not satisfied or that the transaction does not close on the expected timeline or at all; fluctuations in the market value and liquidity of the DataMEDS common stock received as consideration; the risk that anticipated benefits of the transaction are not realized; the Company’s ability to generate and grow Compute Services revenue; the highly volatile and unpredictable price of ATH and digital assets generally; the Company’s ability to maintain Nasdaq listing compliance; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, and in the Company’s subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.

 

INVESTOR CONTACT Investor Relations | ir@datamedsai.com

 

MEDIA CONTACT James Lambert, Vice President, Rubenstein Public Relations jlambert@rubensteinpr.com 212-805-3024

 

###

 

 

 

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