DataMeds AI Acquires Helomics for Stock and $1.36M Convertible Note

What Happened

• DataMeds AI, Inc. (MEDS) announced it entered into and closed a Stock Purchase Agreement on September 11, 2026, acquiring all outstanding shares of Helomics Corporation. The purchase consideration was (i) 636,328 shares of DataMeds common stock (about 19.99% of shares outstanding immediately prior to the deal) and (ii) a $1,363,672 convertible promissory note issued to seller Axe Compute Inc. The filing was made on Form 8‑K (filed September 16, 2026) and a press release was furnished as Exhibit 99.1.

Key Details

• Closing date: September 11, 2026; Helomics became a wholly owned subsidiary at closing.
• Consideration: 636,328 shares (~19.99% of pre-transaction outstanding shares) plus a $1,363,672 Convertible Note.
• Convertible Note terms: 7% simple interest per year; maturity date September 11, 2029; holder may convert principal and accrued interest into common stock at $1.00 per share (subject to adjustments). The Note will automatically convert upon receipt of stockholder approval. If future financings occur at a lower price, the conversion price is adjusted downward (anti‑dilution protection).
• Corporate actions and restrictions: Company will call a stockholder meeting within 75 days post‑closing to seek Nasdaq Listing Rule 5635(d) approval for issuance of shares upon conversion; Seller agreed not to transfer the Consideration Shares or the Note (or shares issuable on conversion) for 12 months and to vote its shares in line with the board’s recommendations for six months.
• Securities treatment: The Consideration Shares and the Note (and shares issuable on conversion) were issued as restricted securities under an exemption from Securities Act registration. The Note is a general unsecured obligation subordinated to bank and similar indebtedness and contains customary events of default.

Why It Matters

• Ownership and business impact: Helomics is now a wholly owned subsidiary of DataMeds AI, which may affect the company’s operations, assets and future disclosures tied to Helomics’ business.
• Financing and dilution: The convertible note could result in issuance of approximately 1,363,672 shares (principal divided by $1.00) plus shares for accrued interest if converted — and will automatically convert upon receipt of stockholder approval. Combined with the 636,328 shares already issued, this represents material potential dilution to existing shareholders.
• Balance sheet and credit risk: The Note creates a new financial obligation (7% interest, subordinated unsecured debt) that increases company liabilities and could affect future financing priorities.
• Required shareholder vote: A stockholder approval under Nasdaq rules is needed for the conversion shares; investors should watch for the Company’s meeting and any filings that disclose the full dilutive effect and accounting treatment.