DataMEDS AI, Inc. filed a Form 8-K on October 26, 2026, disclosing that on October 21, 2026, it entered into a non-binding Second Amended and Restated Letter of Intent, dated October 19, 2026, with EOS Technology Holdings, Scilex Holding Company, Datavault AI Inc., HealthBridge Advisors, Tollo Health Inc., and REBOOT Health AI, Inc., superseding all prior transaction agreements.

Key Highlights

  • New agreement: The non-binding Second A&R LOI, dated October 19, 2026, supersedes and replaces in its entirety the May 18, 2026 Term Sheet and the July 29, 2026 First A&R LOI.
  • Post-closing ownership: EOS, Scilex, Datavault, Fortitude, HBA, THI, and REBOOT are expected to own approximately 89.5% of the company's common stock in aggregate on a fully diluted basis, with existing public stockholders holding the remaining approximately 10.5%.
  • Target ownership breakdown: EOS - 14.9%; Scilex - 14.9%; Datavault - 19.9%; Fortitude - 5%; HBA and THI collectively - 24.9%; REBOOT - 9.9%.
  • Royalty terms: REBOOT would receive 6% of adjusted net revenue from licensed intellectual property; EOS and Scilex would each receive 5% of gross revenues from their respective QLPM intellectual property portfolios.
  • Liability threshold: Definitive agreements are to specify a maximum permitted indebtedness and liability threshold of not more than $2,000,000 as a condition to closing.
  • Lock-up and board changes: Each counterparty agreed to a six-month lock-up of Acquisition Stock following closing, and the post-transaction board will include four new designees, one each from EOS, Scilex, Datavault, and HBA, including Gerald Commissiong designated by HBA.
  • Interim leadership: Gerald Commissiong, Fortitude's Managing Partner, has been appointed Interim Co-Chief Executive Officer of the company, a binding obligation under the LOI.

DataMEDS AI Expands Proposed Transaction Scope With Six Counterparties

According to the filing, DataMEDS AI, Inc. (NASDAQ:MEDS), formerly Wellgistics Health, Inc., entered into the non-binding Second A&R LOI on October 21, 2026, adding REBOOT Health AI, Inc. and Tollo Health, Inc. as parties to a broadened proposed transaction. The agreement contemplates that 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, and acquire a controlling interest in HLH (doing business as Health Lives Here) through an exchange of membership interests held by HBA and THI.

The filing states that consideration for the transaction would consist of shares of the company's common stock, referred to as Acquisition Stock. The company would also issue shares to Fortitude Advisors, LLC pursuant to a separate definitive agreement, though Fortitude is not a party to the non-binding Second A&R LOI. The filing notes that shares issued in connection with the liability reduction framework, financing transactions, convertible debt conversion or settlement, transaction expenses, or other pre-closing matters "will not reduce the post-closing ownership percentages of EOS, Scilex, Datavault, HBA and THI."

The filing discloses that the REBOOT transactions are to be implemented through separate definitive agreements and "may be completed at a different time than the Closing or not at all," and that failure or delay of any REBOOT-related condition will not delay the Closing with respect to other parties. The company has agreed to file a registration statement on Form S-3 (or Form S-1 if S-3 is unavailable) within 45 days following the Closing, using commercially reasonable efforts to have it declared effective within 90 days. Certain provisions of the LOI, including those relating to exclusivity, confidentiality, fees and expenses, and the appointment of Gerald Commissiong as Interim Co-Chief Executive Officer, are stated to be legally binding and enforceable.

What Was Disclosed

DataMEDS AI filed an 8-K disclosing entry into a non-binding Second A&R LOI on October 21, 2026, covering proposed acquisitions, IP licenses, and equity issuances to six counterparties, with certain provisions stated to be binding on all parties.