Form 8-K

8-K — DataMeds AI, Inc.

Accession: 0001493152-26-036005

Filed: 2026-08-04

Period: 2026-07-29

CIK: 0002030763

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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8-K

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0002030763

2026-07-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 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): July 29, 2026

DATAMEDS

AI, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42530

93-3264234

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3000

Bayport Drive

Suite

950

Tampa,

FL 33607

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (844) 203-6092

(Former

name or former address, if changed since last report)

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:

☐

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 per share

MEDS

The Nasdaq Capital Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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.

previously disclosed on May 20, 2026, DataMEDS AI, Inc. (formerly Wellgistics Health, Inc.) (the “Company”) entered into

a Fully Binding Term Sheet, dated May 18, 2026, with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”),

Datavault AI Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC (“Fortitude”).

On July 29, 2026, the Company entered into an Amended and Restated Letter of Intent (the “LOI”) with EOS, Scilex, Datavault

and HBA (although Fortitude is not a party to the LOI, certain rights and obligations relating to Fortitude remain contemplated in connection

with the proposed transaction, as described below) pursuant to which, subject to the negotiation and execution of definitive agreements,

the Company would acquire or exclusively license certain Quality of Life Peace of Mind (“QOLPOM / QLPM”)-related intellectual property assets from EOS and Scilex, expand

its existing PharmacyChain license with Datavault to exclusively include Datavault AI Health (subject to carve-outs for intellectual

property already licensed to Vivasor, Inc., Scilex and/or Quantum Scan Holdings, Inc.), and acquire a controlling interest in Tollo Health,

LLC (“Tollo”) through an exchange of membership interests with HBA, the controlling member of Tollo. The LOI contemplates

that the Company would issue shares of common stock, or “Acquisition Stock,” to EOS, Scilex, Datavault, and HBA, with no

preferred stock, convertible securities or contingent conversion features being issued as consideration in the proposed transaction.

The

LOI provides that, upon issuance of the Acquisition Stock, EOS, Scilex, Datavault, and HBA are expected to own, in the aggregate,

approximately 84.6% of the Company’s common stock (EOS – 19.9%; Scilex – 19.9%; Datavault – 19.9%; and HBA

– 24.9%), with Fortitude expected to own approximately 5% and the Company’s existing public common stockholders expected

to hold the remaining approximately 10.4%, in each case as target post-closing ownership percentages on a fully diluted basis, based

on capitalization assumptions to be reflected in a capitalization model to be attached to the definitive agreements (which

capitalization model will control in the event of any inconsistency), subject to adjustment for the liability reduction framework,

financing transactions (including the ATM described below), conversion or settlement of convertible debt, transaction expenses, any

reverse stock split and such other adjustments as are agreed in the definitive agreements, and the terms of definitive agreements.

The LOI also contemplates that the Company will use one or more liability reduction or

financing transactions to address outstanding Company liabilities prior to the closing; any remaining unsettled liabilities, subject

to an agreed minimum threshold, may reduce the Acquisition Stock issuable to HBA pursuant to the liability reduction framework, and

additional financing support in connection with the proposed transaction. In addition, the LOI contemplates that the definitive

agreements will include post-closing transfer restrictions applicable to certain parties, including a six (6) month lock-up period

after closing for certain holders of Acquisition Stock; the final scope of the transfer restrictions applicable to the parties and

their respective shares of Acquisition Stock will be set forth in the definitive agreements.

The

LOI contemplates that the definitive agreements will include a registration rights agreement pursuant to which the Company will file

a registration statement on Form S-3 (or Form S-1 if Form S-3 is unavailable) covering the resale of the shares of Acquisition Stock

within forty-five (45) days following the closing, and will use commercially reasonable efforts to cause such registration statement

to be declared effective within ninety (90) days following the closing.

The

proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, receipt of a fairness opinion,

approval by the Company’s board of directors, applicable stockholder approvals, financing availability, Nasdaq requirements (including,

if the proposed transaction is treated as a change of control under Nasdaq Listing Rule 5110(a), approval of an initial listing application),

and other customary conditions. No assurance can be given that definitive agreements will be entered into, that any fairness opinion

will support such valuation, that required financing or approvals will be obtained, that the Company will maintain its Nasdaq listing,

or that the proposed transaction will be consummated on the terms described in the LOI or at all.

-2-

The

LOI contemplates certain immediate and post-closing management and board changes. Immediately following the closing, the Company would

appoint two new management team members mutually agreed upon by EOS, Scilex, Datavault, HBA and the Company’s board of directors,

and four board designees (one designated by each of EOS, Scilex, Datavault and HBA, in each case subject to applicable approvals and the terms of definitive agreements.

Certain

provisions of the LOI are intended by the parties to be legally binding, including provisions relating to the Minimum Investment

described above, the signing of the LOI and the appointment of the Interim Co-Chief Executive Officer, fees and expenses, confidentiality,

governing law, counterparts, exclusivity, access to information, and the integration provision of the LOI, pursuant to which the LOI

supersedes and replaces in its entirety the Fully Binding Term Sheet dated May 18, 2026 and all prior proposals, term sheets, letters

of intent and understandings among the parties relating to the proposed transaction. The LOI otherwise is intended to serve as a guide

for the parties in preparing definitive agreements and does not constitute the final agreement of the parties with respect to the proposed

transaction. Under the exclusivity provisions of the LOI, the parties have agreed, subject to the terms and conditions set forth therein,

to negotiate exclusively with one another through September 30, 2026, subject to a thirty (30) day due diligence period during which

the Company may terminate the LOI in specified circumstances, to the fiduciary duties of the Company’s board of directors, and

to certain expense reimbursement obligations of the Company applicable in specified circumstances.

The

foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the

LOI, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

10.1

Amended and Restated Letter of Intent dated July 29, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

-3-

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date: August 4, 2026

DATAMEDS

AI, INC.

By:

/s/

Prashant Patel

Prashant Patel, President

-4-

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDED

AND RESTATED LETTER OF INTENT

July

29, 2026

This

Amended and Restated Letter of Intent (this “ LOI”) sets forth our current proposal with regard to the proposed combination

(the “Transaction”) of DataMEDS AI, Inc., a reporting public company incorporated in Delaware and f/k/a Wellgistics

Health, Inc. (“MEDS”), that has entered into a definitive license agreement for the license of pharmaceutical distribution-related

blockchain-enabled technology with Datavault AI Inc. (“DVLT”), a public company that is the owner of intellectual

property enabling data monetization, credentialing, digital engagement and tokenization of real-world assets, with healthcare utilization

technology enablement being referred to as Datavault AI Health (“DVLH” which excludes all intellectual property already

licensed to Vivasor, Inc. and Scilex Holding Company and/or Quantum Scan Holdings, Inc.), EOS Technology Holdings, Inc. (“EOS”),

a private company that owns intellectual property related to the biometric verification of delivery and/or use of pharmaceutical drugs

originally developed under QOLPOM LLC for the development and deployment of drones to complete ‘last mile’ delivery of biopharmaceuticals

from pharmacies to patients’ homes leveraging biometric data to ensure secure personalized delivery (“QLPM”)

that is the owner of the first half of the QLPM intellectual property portfolio (“QLPMIP1”), Scilex Holding Company,

a public holding company (“SCLX”) that is the owner of the second half of the QLPM intellectual property portfolio

(“QLPMIP2”) and HealthBridge Advisors LLC (“HBA”) that is the controlling shareholder of Tollo

Health, LLC (d/b/a Health Lives Here, “HLH”). MEDS, EOS, HBA, SCLX, and DVLT are each sometimes referred herein to

as a “Party” and severally or collectively, as the “Parties.”

This

LOI supersedes and replaces in its entirety the Fully Binding Term Sheet dated May 18, 2026 and all prior proposals, term sheets, letters

of intent and understandings among the Parties relating to the Transaction, none of which shall have any further force or effect except

to the extent expressly incorporated herein.

This

LOI is an expression of intent and does not express the final agreement of the Parties. It is meant to be used as a guide for the Parties

in preparing the definitive written agreement providing for consummation of the Transactions (the “Definitive Agreement”).

The Definitive Agreement is expected to consist of one or more definitive acquisition, contribution, exchange, stock purchase, asset

purchase and license agreements.

Notwithstanding

the foregoing, the obligations of MEDS, EOS, SCLX, DVLT and HBA as set forth in the paragraphs below pertaining to “Immediate Capital,”

“Fees and Expenses,” “Confidentiality,” “Governing Law,” “Counterparts”, “Exclusivity,”

“Signing of this LOI and new Interim-CEO,” and “Access to Information,” together with the integration provision

set forth in the second paragraph of this LOI, are intended to be legally binding and enforceable obligations of MEDS, EOS, SCLX, DVLT

and HBA.

Form of Transaction:

MEDS

will acquire certain intellectual property assets related to the QLPM business from EOS and

SCLX pursuant to one or more asset acquisition, contribution and exchange, assignment and/or

license transactions as mutually determined by the Parties and their tax advisors and reflected

in the Definitive Agreements.

MEDS

will also expand its PharmacyChain license with DVLT to exclusively include DVLH, subject to the Parties’ mutual agreement on the

Definitive Agreement; provided however, that such exclusivity shall not apply to any intellectual property already licensed by DVLT to

Vivasor, Inc., SCLX and/or Quantum Scan Holdings, Inc..

part of the agreement, MEDS will in order:

SIGNING OF THIS LOI AND NEW INTERIM-CEO

Sign this LOI with a potential

concurrent minimum $2 million investment (the “Immediate Capital”) from investors associated with Dawson James who

have already invested a total of $6.5 million (the “Dawson James Investors”) and within 14 days file for an At-The-Market

funding facility (the “ATM”).

Fortitude

Advisors LLC (“Fortitude”) Managing Partner Gerald Commissiong, currently the CEO of HLH, will be immediately

appointed Interim Co-CEO of MEDS serving alongside MEDS’s current President & Interim Co-CEO, via an addendum to Fortitude’s

existing consulting agreement with MEDS for consulting Chief Business Officer services.

1b.

Dan Hirsch will be hired as Interim VP of Finance to facilitate the completion of the Transaction.

SETTLEMENT OF MEDS LIABILITIES

Facilitate

the use of the Liabilities Reduction Plan with Silverback Capital (“LRP”) MEDS has already entered into, ATM,

primary share offering, tokenization and/or debt to equity conversion (or some combination thereof) in order to extinguish outstanding

liabilities (cash and non-cash) of MEDS, inclusive of its subsidiaries and outstanding debts owed to Dawson James Investors, prior

to the Closing (attached hereto as Exhibit A, the “MEDS Liabilities”). Any remaining liability not settled, subject

to a minimum threshold to be agreed upon in the Definitive Agreements, shall be adjusted against the Acquisition Stock (as defined

below) to be issued to HBA.

CLOSING

OF ACQUISITION

Complete the acquisition of QLPMIP1 from EOS and QLPMIP2 from SCLX (Exhibit B) in exchange for duly authorized, validly issued and non-assessable shares of MEDS common stock (the “Acquisition Stock”), with no preferred stock, convertible securities or contingent conversion features being issued as consideration. For the avoidance of doubt, the foregoing limitation applies only to the consideration issued in the Transaction and does not restrict MEDS from issuing preferred stock or other securities in financing or other transactions.

Complete

DVLH license expansion in exchange for Acquisition Stock.

Complete

the acquisition of controlling interest in HLH in exchange for Acquisition Stock. The acquisition of HLH is expected to be structured

as an exchange of membership interests for Acquisition Stock

The

MEDS Board shall consider and act upon the Definitive Agreements in good faith, subject in all respects to the fiduciary duties of

the MEDS Board under applicable law.

POTENTIAL

ADDITIONAL TRANSACTIONS

Fortitude

Advisors LLC may recommend to the MEDS Board of Directors:

7.a.

Strategic investments

7.b.

Acquisition of additional companies, assets and/or licenses that may be important for the go-forward conduct of MEDS business (the

“Additional Acquisitions”)

7.c.

Cancellation of certain previously announced non-binding agreements (“Transaction Cancellations”)

CLOSING CONDITION

The

Closing shall be subject to satisfaction or waiver of the conditions expressly set forth in the Definitive Agreement, including stockholder

approval, Nasdaq compliance, receipt of required governmental approvals, completion of the agreed liability reduction framework. The

Definitive Agreement shall specify a maximum permitted indebtedness and liability threshold as a condition to Closing.

Post-Closing

Ownership Allocations and Underlying Assumptions:

the closing of the Transaction (the “Closing”), MEDS will own all of the outstanding enabling rights to execute the

then-current business plan of QLPM, DVLH and HLH.

●

The

Closing and issuance of Acquisition Stock shall occur concurrently following satisfaction or waiver of all conditions to Closing,

including receipt of all required stockholder approvals and any required Nasdaq approvals.

●

EOS

will own 19.9%

●

SCLX

will own 19.9%

●

DVLT

will own 19.9%

●

Fortitude

will own 5%

●

HBA

will own 24.9%

●

Remaining

10.4% of common shares will be held by MEDS’s public common stockholders immediately following Closing.

The foregoing are target post-Closing ownership percentages on a fully diluted basis, based on capitalization assumptions to be reflected in a capitalization model attached to the Definitive Agreements, and are subject to adjustment for the liability reduction framework, financing transactions (including the ATM), conversion or settlement of convertible debt, transaction expenses, any reverse stock split and such other adjustments as are agreed in the Definitive Agreements. In the event of any inconsistency between the foregoing percentages and such capitalization model, the capitalization model shall control.

Prior to closing, MEDS shall use commercially reasonable efforts to settle, restructure, convert, satisfy or otherwise address its outstanding liabilities, including outstanding indebtedness owed to current MEDS convertible debt holders, in accordance with the liability reduction framework to be set forth in the Definitive Agreement. The liability reduction framework shall specify, at a minimum, the categories of liabilities counted toward the agreed thresholds (including funded indebtedness, accounts payable, accrued expenses, convertible securities, transaction expenses and disputed, contingent and litigation-related claims), the manner in which each category is measured, and the evidence required to demonstrate satisfaction of the thresholds at Closing. The Definitive Agreements shall also specify whether liabilities are measured before or after giving effect to the transactions contemplated to occur at Closing.

The Definitive Agreements shall provide that each of DVLT, SCLX, Fortitude, HBA and affiliates of EOS shall agree to a lock up of their

Acquired Stock for a period of six (6) months after the Closing.

Management/Board

Composition:

Immediately

following the Closing, MEDS will appoint two (2) new management team members mutually agreed upon by EOS, SCLX, DVLT and HBA, and

the MEDS Board. MEDS shall also appoint four (4) designees of EOS, SCLX, DVLT and HBA to MEDS Board of Directors including Gerald

Commissiong designated by DVLT. EOS shall have the right to designate one director; SCLX shall have the right to designate one director;

DVLT shall have the right to designate one director; and HBA shall have the right to designate one director. The post-transaction

MEDS board of directors shall comply with Nasdaq’s independence requirements.

Stockholder

Approval:

The

officers and directors of MEDS, together with their affiliates, will enter into customary

voting agreements, or execute a written consent, in favor of the Transaction concurrently

with the execution of the Definitive Agreement.

addition to approving the Transaction, MEDS stockholder approval in the proxy statement shall be sought at a special meeting for

any other matters as may be reasonably necessary for the consummation of the Transaction (e.g., election of directors, increase in

authorized shares and reverse stock split immediately following the Closing in order to maintain MEDS’s Nasdaq listing) and

maintaining the continued listing of MEDS’s common stock listing on The Nasdaq Capital Market. MEDS shall prepare and file

the proxy statement as promptly as practicable following execution of the Definitive Agreements, shall call and hold the special

meeting as promptly as practicable thereafter, and shall use reasonable best efforts to obtain the required stockholder approval

and all required Nasdaq approvals. The MEDS Board shall recommend that MEDS stockholders approve the Transaction, subject to its

fiduciary duties under applicable law.

Conditions

for Execution of the Definitive Agreements:

Satisfactory

completion of due diligence by both Parties.

Satisfactory

negotiation of the Definitive Agreement, including customary provisions for a transaction of this nature and as set forth herein.

Approval

of the proposed Transaction by the Boards of MEDS, EOS, SCLX, DVLT and HBA, and delivery of a fairness opinion by a firm to be mutually

agreed upon by MEDS, EOS, SCLX, DVLT and HBA, which opinion shall be delivered to the Board of Directors of MEDS and shall be solely

for its benefit unless otherwise agreed by the Parties.

Securities

and Financing:

The

shares of MEDS common stock to be issued in the Transaction will be issued in reliance upon

the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or

Regulation D thereunder and will not be registered under the Securities Act at the time of

issuance.

Definitive

Agreements shall include a Registration Rights Agreement pursuant to which MEDS shall file a registration statement on Form S-3 (or

Form S-1 if Form S-3 is unavailable) covering the resale by each of EOS, DVLT and SCLX of all of the shares of Acquisition Stock

issued to EOS, DVLT and SCLX, respectively, in the Transaction. MEDS shall file such registration statement within forty-five (45)

days following the Closing and shall use commercially reasonable efforts to cause such registration statement to be declared effective

within ninety (90) days following Closing. If MEDS fails to file such registration statement by such filing deadline, or such registration

statement is not declared effective by such effectiveness deadline, MEDS shall pay to each of EOS, DVLT and SCLX, as liquidated damages

and not as a penalty, an amount in cash equal to one percent (1.0%) of the aggregate market value of such holder’s registrable

securities for each thirty (30) day period (pro rated for partial periods) until the applicable failure is cured, subject to an aggregate

cap of eight percent (8.0%). MEDS shall maintain the continuous effectiveness of such registration statement until the earlier of

(i) the sale of all registrable securities covered thereby and (ii) such time as all registrable securities held by EOS, DVLT and

SCLX may be sold without registration and without volume or manner-of-sale limitations under Rule 144.

EOS,

DVLT and SCLX shall receive customary unlimited piggyback registration rights with respect to all remaining shares of Acquisition

Stock held by EOS, DVLT and SCLX. In connection with any registration statement filed by MEDS for its own account or for the account

of other stockholders (other than a registration statement on Form S-4 or Form S-8 or any registration statement relating to an at-the-market

offering program), EOS, DVLT and SCLX shall have the right to include its registrable securities therein, subject only to customary

underwriter cutback provisions. In addition, following effectiveness of the initial resale registration statement, EOS, DVLT and

SCLX shall be entitled to one (1) demand registration with respect to registrable securities not covered thereby, on customary terms

to be set forth in the Registration Rights Agreement.

the extent permitted under applicable securities laws, EOS, DVLT and SCLX shall be entitled to inclusion as a selling stockholder

under any existing or future shelf registration statement maintained by MEDS, other than any registration statement relating to an

at-the-market offering program.

None

of EOS, DVLT or SCLX, nor any shares of Acquisition Stock issued to any of them, shall be subject to any lock-up agreement, escrow,

holdback or other contractual restriction on transfer, other than restrictions arising under applicable securities laws.

MEDS

shall bear all registration expenses associated with the registration rights contemplated herein, excluding underwriting discounts

and commissions attributable to sales by EOS, DVLT and SCLX.

Operation

of the Businesses:

The

Definitive Agreement will include customary interim operating covenants applicable to MEDS,

EOS, SCLX, DVLT and HBA pursuant to which each party will operate its business in the ordinary

course and consistent with past practice until the Closing and will not take specified actions

without the prior written consent of the other parties, such consent not to be unreasonably

withheld.

is the intention of the Parties for the post-Closing MEDS entity to be focused on the development and commercialization of blockchain-enabled

delivery of healthcare products & services beginning with pharmacy dispensing and pharmaceutical-related distribution, including

drone delivery technology for the purposes of last mile delivery of pharmaceutical drugs to patients to add to MEDS’s existing

DataMeds business model and patented workflow for efficient patient medication delivery.

Conditions

to Closing:

The

Closing will be subject to the satisfaction of customary conditions to closing for a transaction

of this type, including, without limitation: (i) the absence of any material adverse effect

on MEDS, EOS, SCLX, DVLT and HBA; (ii) approval of the Transaction by MEDS shareholders,

(iii) receipt of all necessary governmental and third-party consents and approvals and (iv)

delivery of the fairness opinion referred to under “Conditions for Execution of the

Definitive Agreements” above.

a condition to Closing, the MEDS equity shall be delivered with (i) liabilities not exceeding thresholds agreed to in the Definitive

Agreement and (ii) all transaction-related expenses paid in full or otherwise satisfied prior to Closing.

shall further be a condition to Closing that MEDS shall have received any approval of The Nasdaq Capital Market required in connection

with the Transaction, including, if the Transaction is treated as a change of control under Nasdaq Listing Rule 5110(a), approval

of an initial listing application. If the required approval of MEDS stockholders is not obtained or any required Nasdaq approval

is not received, any Party may terminate this LOI without liability, except with respect to the provisions hereof expressly stated

to be binding, which shall survive in accordance with their terms, and except that no such termination shall relieve MEDS of liability

arising from its breach of any binding provision of this LOI.

Representations,

Warranties and Covenants; Deal Protection:

The

Definitive Agreement will include representations, warranties and covenants customary for

a transaction of this type. Except in the case of fraud, the representations and warranties

of the parties, and covenants requiring performance at or prior to the Closing, will terminate

effective as of the Closing and will not survive the Closing for any purpose. The Definitive

Agreement will not include any escrow, holdback, post-closing purchase price adjustment or

post-closing indemnification remedy. Covenants that by their terms contemplate performance

after the Closing will survive the Closing in accordance with their terms.

The

Definitive Agreement will also include customary deal protection provisions to be negotiated in good faith, including no-shop provisions

binding each Party and fiduciary outs (and related break-up fee mechanisms) pertaining to the Parties’ respective obligations

thereunder.

Exclusivity:

consideration of the significant expense, time and resources that MEDS, EOS, SCLX, HBA and

DVLT shall incur, from the date hereof through September 30, 2026 (the “Exclusivity

Period”), MEDS agrees that neither it nor its affiliates, advisors, or other representatives

(“Representatives”) will solicit, initiate, negotiate, encourage, facilitate,

enter into, or consummate any inquiries, proposals, or agreements with any party other than

EOS, SCLX, DVLT and HBA relating to any merger, consolidation, business combination, tender

or exchange offer, management buyout, recapitalization, reorganization, restructuring, extraordinary

dividend, or similar transaction involving MEDS, without the prior written consent of EOS,

SCLX, DVLT and HBA.

Notwithstanding

the foregoing, MEDS shall have a period of thirty (30) days from the date of this LOI to complete financial, legal and business due

diligence with respect to QLPM, DVLH, HLH and the proposed Transaction (the “Diligence Period”). In the event

MEDS reasonably determines, based upon such due diligence and/or a fairness opinion delivered to the Board of Directors of MEDS,

that the valuation of QLPM, DVLH and/or HLH is materially inconsistent with the valuation assumptions contemplated by this LOI, MEDS

may terminate this LOI upon written notice to the other Parties, whereupon the exclusivity obligations set forth herein shall immediately

terminate. Prior to any such termination notice, MEDS is required to provide to EOS, SCLX, DVLT and HBA the findings of their due

diligence, providing EOS, SCLX, DVLT and HBA ten (10) days for an initial response to MEDS’ findings and sixty (60) days to

renegotiate the post-Closing ownership allocations set forth in this LOI.

Notwithstanding

the foregoing, nothing in this LOI shall require the Board of Directors of MEDS to take, or refrain from taking, any action that

such Board determines in good faith, after consultation with outside counsel, would be inconsistent with its fiduciary duties under

applicable law; provided, that MEDS shall provide the other Parties prompt written notice before taking any action in reliance on

the foregoing and, if MEDS terminates this LOI or its exclusivity obligations in reliance on the foregoing, MEDS shall reimburse

the documented out-of-pocket expenses incurred by EOS, SCLX, DVLT and HBA in connection with the Transaction. The Exclusivity Period

shall automatically extend through completion of any renegotiation period contemplated by this paragraph.

EOS,

SCLX, HBA and DVLT agree to terminate all discussions and negotiations with any party other than MEDS regarding any change of control

transaction for QLPM, DVLH or HLH, and will exclusively negotiate with MEDS through September 30, 2026.

Access

to Information:

Each

Party and its directors, officers and agents shall afford, and cause their affiliates, officers, agents and representatives to afford,

to the other Party and its representatives reasonable access to the properties, business, personnel (including outside accountants

and lawyers), and financial, legal, accounting, tax and other data and information relating to such Party and its business as reasonably

requested by the other Party and its representatives for the purposes of evaluating the Transaction proposed hereby or any similar

transaction or otherwise facilitating the due diligence investigation.

Fees

and Expenses:

Except

as otherwise expressly agreed upon by the Parties, MEDS, EOS, SCLX, DVLT and HBA shall each be responsible for and bear all of its

own costs and expenses incurred in connection with the proposed Transaction.

Confidentiality:

The

existence and terms of this LOI, the proposed Transaction, and all negotiations, discussions, information and materials exchanged in

connection therewith shall be deemed confidential information and shall not be disclosed by any Party to any third party, except to such

Party’s affiliates, financing sources, attorneys, accountants, advisors and representatives who have a need to know such information

and are informed of the confidential nature thereof, or as otherwise required by applicable law, regulation, court order or the rules

of any applicable securities exchange. In the event that any disclosure is required by applicable law or securities regulations, the

disclosing Party shall, to the extent legally permissible, provide the other Parties with prior notice of such disclosure and reasonably

cooperate with the other Parties regarding the timing and content of such disclosure.

Governing

Law:

This

LOI and the relationship of the Parties shall be governed by and construed in accordance with the laws of the State of Delaware.

Counterparts:

This

LOI may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and

the same instrument.

[Signature

Page on next page]

Accepted

and Agreed to on the date set forth above:

DataMEDS AI, Inc.

Scilex Holding Company

By:

/s/

Prashant Patel

By:

/s/

Henry Ji

Name:

Title:

Date:

July

29, 2026

Date:

July

29, 2026

EOS Technology Holdings, Inc.

Datavault AI, Inc

By:

/s/

Nate Bradley

By:

/s/

Nate Bradley

Name:

Title:

Date:

July

29, 2026

Date:

July

29, 2026

HealthBridge Advisors, LLC

By:

/s/

Pavan Mantripragada

Name:

Title:

Date:

July

29, 2026

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