DataMeds AI expects to extinguish ~$19M liability

DataMeds AI, Inc. settles MIPA-related disputes, repurchases shares, and expects to remove about $19 million of reported liabilities.

Rhea-AI Filing Summary

DataMeds AI, Inc. (MEDS) entered into a settlement agreement and release with Brian Norton and related parties concerning disputes over a Membership Interest Purchase Agreement and related company obligations. Under the agreement, DataMeds paid $450,000, including $350,000 attributed to the repurchase and extinguishment of 364,099 shares of common stock and $100,000 allocated to the compromise and settlement of the MIPA and other released claims.

DataMeds anticipates extinguishing approximately $19 million of liability that appears on its consolidated balance sheet as a result of this agreement. The parties agreed to dismiss the related Florida and Delaware litigations with prejudice and to exchange mutual releases of claims, resolving these disputes on a final basis.

Positive

• Company expects to extinguish approximately $19 million of reported liability through the settlement.
• Repurchase and extinguishment of 364,099 shares of common stock for $350,000 reduces share overhang tied to the dispute.

Negative

• None.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Total settlement payment: $450,000 Share repurchase consideration: $350,000 Shares repurchased and extinguished: 364,099 shares +2 more

5 metrics

Total settlement payment $450,000 Cash paid by DataMeds AI under the settlement agreement

Share repurchase consideration $350,000 Attributed to repurchase and extinguishment of common stock

Shares repurchased and extinguished 364,099 shares Common stock repurchased under the settlement

Settlement of MIPA and other claims $100,000 Consideration for compromise and settlement of MIPA and released claims

Liability expected to be extinguished $19 million (approximately) Liability appearing on the consolidated balance sheet

Key Terms

settlement agreement and release, Membership Interest Purchase Agreement, with prejudice, mutual releases of claims

4 terms

settlement agreement and release regulatory

"entered into a settlement agreement and release (the “Agreement”) with Brian Norton"

Membership Interest Purchase Agreement financial

"concerned, among other matters, the Membership Interest Purchase Agreement dated May 11, 2023"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

with prejudice regulatory

"agreed to dismiss the litigation in Florida and Delaware with prejudice"

A legal phrase meaning a claim, lawsuit, or right is closed permanently and cannot be brought again; it signals finality in a dispute. For investors, 'with prejudice' matters because it removes the chance of the same legal exposure reappearing, similar to locking a door so no one can enter again, which can reduce uncertainty about future liabilities and affect valuation and risk assessments.

mutual releases of claims regulatory

"and to exchange mutual releases of claims"

FAQ

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

What litigation did DataMeds AI, Inc. (MEDS) resolve in this 8-K?

DataMeds AI resolved disputes with Brian Norton and related parties involving the Membership Interest Purchase Agreement dated May 11, 2023 and related obligations. The parties will dismiss actions in Florida state court and the Delaware Court of Chancery with prejudice and exchange mutual releases.

How much is DataMeds AI (MEDS) paying under the settlement agreement?

DataMeds AI is paying a total of $450,000. Of this, $350,000 is attributed to repurchasing and extinguishing 364,099 shares of common stock, and $100,000 is consideration for compromising and settling the MIPA and all other released claims.

What liability impact does the settlement have for DataMeds AI (MEDS)?

DataMeds AI anticipates extinguishing approximately $19 million in liability that appears on its consolidated balance sheet as a result of the settlement agreement and related share repurchase and claim releases.

How many MEDS shares are being repurchased in this settlement?

The company attributes $350,000 of the settlement payment as aggregate consideration for the repurchase and extinguishment of 364,099 shares of DataMeds AI common stock held by certain holders involved in the dispute.

Who are the settling parties in the DataMeds AI (MEDS) agreement?

Settling parties include Brian Norton (individually and as Seller Representative), Tony Madsen, Mark DiSiena, T. Scott Madsen, Stephen J. Madsen, RxERP, Inc. d/b/a RxERP, Nomad Capital LLC, and Strategix Global LLC.

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

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Available on EDGAR 09/17/2026 - 05:23 PM Accepted by SEC EDGAR 09/17/2026 - 05:23 PM Learn about SEC filing dates

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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 8.01 Other Events.

On September 11, 2026, DataMEDS AI, Inc. (the “Company”) entered into a settlement agreement and release (the “Agreement”) with Brian Norton, individually and as Seller Representative (“Norton”), Tony Madsen, Mark DiSiena, T. Scott Madsen, Stephen J. Madsen, RxERP, Inc. d/b/a RxERP, Nomad Capital LLC (“Nomad”) and Strategix Global LLC (“Strategix”) (collectively, the “Settling Parties”). Norton, Nomad and Strategix are collectively the “Selling Holders.” The Company had previously filed an action against Norton, Tony Madsen, Mark DiSiena, RxERP and Nomad in state court in Florida and Brian Norton, individually and as Seller Representative, Strategix and Nomad previously had filed an action against the Company in the Court of Chancery in Delaware. Both actions concerned, among other matters, the Membership Interest Purchase Agreement dated May 11, 2023, as amended (the “MIPA”), the consideration and obligations alleged to arise under it and Company shares of common stock held by certain holders.

Pursuant to the Agreement, the Company has paid $450,000, with $350,000 attributed as aggregate consideration for the Company’s repurchase and extinguishment of of 364,099 shares of Common Stock and $100,000 as consideration for the compromise and settlement of the MIPA and all other released claims.

As a result of the Agreement, the Company anticipates extinguishing approximately $19 million in liability that appears on the Company’s consolidated balance sheet.

Pursuant to the Agreement, the parties agreed to dismiss the litigation in Florida and Delaware with prejudice and to exchange mutual releases of claims.

1

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 17, 2026	By:	/s/ Prashant Patel
		Prashant Patel, President

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB