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
1.01 | Entry
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.
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
2.03 | Creation
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
3.02 | Unregistered
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
7.01 | Regulation
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
9.01 | Financial
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.
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 |
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
###