DataMeds AI: enters non-binding second amended LOI

What happened The filing says DataMeds AI, Inc. reported that it entered into a non-binding second amended and restated letter of intent dated Oct 19, 2026 with EOS Technology Holdings, Inc., Scilex Holding Company, Datavault AI Inc., HealthBridge Advisors, LLC, Tollo Health, Inc., and REBOOT Health AI, Inc., which supersedes an earlier Fully Binding Term Sheet dated May 18, 2026 and an Amended and Restated Letter of Intent dated Jul 29, 2026. The non-binding Second A&R LOI contemplates that, subject to Definitive Agreements, the company would acquire or exclusively license certain Quality of Life Peace of Mind intellectual property assets from EOS and Scilex, expand its PharmacyChain license with Datavault to include Datavault AI Health, acquire a controlling interest in Health Lives Here through an exchange of membership interests held by HBA and THI, and enter into IP license and product and services agreements with REBOOT, in each case in exchange for shares of the company’s common stock (Acquisition Stock). The filing also says the company issued a press release on Oct 22, 2026 announcing the non-binding Second A&R LOI.

Key details

• Post-closing ownership targets: the filing says EOS 14.9%, Scilex 14.9%, Datavault 19.9%, Fortitude Advisors 5%, HBA and THI collectively 24.9%, REBOOT 9.9%, with existing public common stockholders expected to hold approximately 10.5%; the parties would own in the aggregate approximately 89.5% of common stock.
• Royalties: the filing says REBOOT will receive a royalty equal to 6% of adjusted net revenue attributable to the licensed IP, EOS will receive 5% of gross revenues from the QLPM IP acquired from EOS, and Scilex will receive 5% of gross revenues from the QLPM IP acquired from Scilex; transferees or exclusive licensees must assume these royalty obligations in writing.
• Closing conditions and limits: the filing says the Closing and issuance of Acquisition Stock are conditioned on satisfaction or waiver of all conditions including required stockholder approvals, any required Nasdaq approvals, and completion of an agreed liability reduction framework with a maximum permitted indebtedness and liability threshold of not more than $2,000,000; the filing also says the REBOOT transactions will not be a condition to the Closing and may be completed separately or not at all.
• Other binding items: the filing says certain provisions are intended to be binding including fees and expenses (the company agreed to reimburse Scilex, Datavault and EOS aggregate legal fees not to exceed $250,000 payable upon Closing), exclusivity through Nov 30, 2026 (subject to specified exceptions), a six-month lock-up for Acquisition Stock, and specified board and management appointments (including designation of Gerald Commissiong by HBA and appointment of Fortitude’s managing partner Gerald Commissiong as Interim Co-Chief Executive Officer, an obligation of the company only).

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement or related LOI) covering contemplated acquisitions or licenses of IP, expansion of an existing license, issuance of common stock as consideration, and governance changes, and Item 7.01 (Regulation FD disclosure) covering the Oct 22, 2026 press release announcing the LOI. The filing does not explain why the company acted or why any insider traded.