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Form 8-K

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MEDS The article details a non-binding LOI for DataMeds AI to acquire intellectual property and expand licenses. While it outlines significant strategic moves and potential growth, the non-binding nature and numerous conditions suggest a neutral short-term outlook pending definitive agreements. SCLX Scilex Holding Company is involved in a proposed transaction where DataMeds AI would acquire its QLPM intellectual property portfolio. The article outlines the terms and conditions, indicating a neutral sentiment as the deal is non-binding and subject to further agreements. DVLT Datavault AI Inc. is part of a proposed transaction where DataMeds AI would expand its license to include Datavault AI Health. The article details the terms, indicating a neutral sentiment as the deal is non-binding and subject to definitive agreements.

8-K — DataMeds AI, Inc.

Accession: 0001493152-26-048573

Filed: 2026-10-26

Period: 2026-10-21

CIK: 0002030763

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

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002030763

0002030763

2026-10-21

2026-10-21

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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): October 21, 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, 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 ☒

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

1.01. Entry into a Material Definitive Agreement.

As

previously disclosed, DataMEDS AI, Inc. (formerly Wellgistics Health, Inc.) (the “Company”) entered into a Fully Binding

Term Sheet, dated May 18, 2026 (the “Term Sheet”), and an Amended and Restated Letter of Intent, dated July 29, 2026 (the

“First A&R LOI”), with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”),

Datavault AI Inc. (“Datavault”), and HealthBridge Advisors, LLC (“HBA”), pursuant to which the Company would

acquire or exclusively license certain Quality of Life Peace of Mind intellectual property assets (“QLPM”) 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 “Transaction”).

On

October 21, 2026, the Company entered into a non-binding Second Amended and Restated Letter of Intent, dated October 19, 2026

(the “non-binding Second A&R LOI”), with EOS, Scilex, Datavault, HBA, Tollo Health, Inc. (“THI,” and

together with HBA, the owners of membership interests in Tollo, d/b/a Health Lives Here (“HLH”)), and REBOOT Health AI, Inc.,

a Delaware corporation (“REBOOT”), which supersedes and replaces in its entirety the Term Sheet and the First A&R LOI.

Pursuant to the non-binding Second A&R LOI, and subject to the negotiation and execution of definitive agreements (the “Definitive

Agreements”), 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, acquire a controlling interest in HLH through an exchange

of membership interests held by HBA and THI, and enter into an intellectual property license agreement and a product and services agreement

with REBOOT, pursuant to which REBOOT would license to the Company certain intellectual property, and provide related products and services

in connection with the Company’s DataMeds platform, in each case in exchange for shares of the Company’s common stock (the

“Acquisition Stock”).

The

non-binding Second A&R LOI contemplates that the Company would issue shares of Acquisition Stock to EOS, Scilex, Datavault,

HBA, THI and REBOOT as consideration. In addition, the Company would issue shares of its common stock to Fortitude Advisors, LLC (“Fortitude”),

which is not a party to the non-binding Second A&R LOI, pursuant to a separate definitive agreement. Upon issuance of such

shares, EOS, Scilex, Datavault, Fortitude, HBA, THI and REBOOT are expected to own, in the aggregate, approximately 89.5% of the Company’s

common stock, consisting of the following target post-closing ownership percentages on a fully diluted basis: EOS – 14.9%; Scilex

– 14.9%; Datavault – 19.9%; Fortitude – 5%; HBA and THI, collectively – 24.9%; and REBOOT – 9.9%, with

the Company’s existing public common stockholders expected to hold the remaining approximately 10.5%. Shares issued or issuable

in connection with the liability reduction framework, financing transactions, the conversion or settlement of convertible debt, transaction

expenses or any other matter existing at or arising prior to the closing of the Transaction will not reduce the post-closing ownership

percentages of EOS, Scilex, Datavault, HBA and THI. The closing of the Transaction (the “Closing”) and the issuance of Acquisition

Stock are to occur concurrently following satisfaction or waiver of all conditions to closing, including receipt of all required stockholder

approvals and any required approvals of The Nasdaq Capital Market (“Nasdaq”), and completion of the agreed liability reduction

framework, with the Definitive Agreements to specify a maximum permitted indebtedness and liability threshold of not more than $2,000,000

as a condition to Closing; provided that the consummation of the transactions with REBOOT, and satisfaction of any condition relating

to REBOOT, will not be a condition to the Closing or to the issuance of Acquisition Stock to any other party, and no failure or delay

of any such transaction or condition will delay the Closing with respect to any other party. The REBOOT transactions are to be implemented

through separate definitive agreements between the Company and REBOOT and may be completed at a different time than the Closing or not

at all. If the required stockholder approval or any required Nasdaq approval is not obtained, any party may terminate the non-binding

Second A&R LOI without liability, except with respect to the binding provisions described below, which would survive in accordance

with their terms.

Pursuant

to the non-binding Second A&R LOI, REBOOT will receive a royalty equal to 6% of adjusted net revenue attributable to the intellectual

property licensed to the Company, EOS will receive a royalty equal to 5% of gross revenues from the QLPM intellectual property portfolio

acquired from EOS, and Scilex will receive a royalty equal to 5% of gross revenues from the QLPM intellectual property portfolio acquired

from Scilex, in each case on terms to be set forth in the Definitive Agreements. The royalties payable to EOS and Scilex will not be

reduced by, or offset against, any royalty or other amount payable to any other person, and any transferee or exclusive licensee of the

applicable QLPM intellectual property must assume in writing the obligation to pay the applicable royalty, without releasing the Company.

The

non-binding Second A&R LOI further contemplates that: the Company will register for resale the Acquisition Stock issued to

EOS, Datavault, Scilex and REBOOT, with the Company filing a registration statement on Form S-3 (or Form S-1 if Form S-3 is unavailable)

within 45 days following the Closing and using commercially reasonable efforts to cause it to be declared effective within 90 days following

the Closing, together with customary piggyback and demand registration rights. Each of EOS, Scilex, Datavault, REBOOT, Fortitude, HBA

and THI will agree to a six-month lock-up of their Acquisition Stock following the Closing; provided that the lock-up will not restrict

any distribution of Acquisition Stock by EOS to its stockholders made in compliance with applicable securities laws, and Acquisition

Stock so distributed will not be subject to the lock-up in the hands of such stockholders, other than officers, directors and affiliates

of EOS. Immediately following the Closing, the Company will appoint two new management team members mutually agreed upon by EOS, Scilex,

Datavault and HBA and the Company’s board of directors, and the Company’s board of directors will include four new designees,

one each from EOS, Scilex, Datavault and HBA (including Gerald Commissiong, designated by HBA), with the post-transaction board complying

with Nasdaq’s independence requirements.

Certain

provisions of the non-binding Second A&R LOI are intended by the parties to be legally binding and enforceable obligations

of the Company, EOS, Scilex, Datavault, HBA, THI and REBOOT, including the provisions relating to a potential concurrent minimum $2 million

investment from certain investors, Fees and Expenses, Confidentiality, Governing Law, Counterparts, Exclusivity, the signing of the non-binding

Second A&R LOI and the appointment of Fortitude’s Managing Partner, Gerald Commissiong, as Interim Co-Chief Executive Officer

of the Company (which are obligations of the Company only), Access to Information, and the integration provision described above. Under

the Fees and Expenses provision, the Company has agreed to reimburse Scilex, Datavault and EOS, in the aggregate, for certain legal fees

in a combined amount not to exceed $250,000, payable upon the Closing. The non-binding Second A&R LOI otherwise is intended

to serve as a guide for the parties in preparing the Definitive Agreements and does not constitute the final agreement of the parties

with respect to the Transaction. Under the exclusivity provisions of the non-binding Second A&R LOI, the Company has agreed,

subject to the terms and conditions set forth therein, not to pursue any alternative business combination or similar transaction with

any party other than EOS, Scilex, Datavault and HBA through November 30, 2026, and EOS, Scilex, Datavault and HBA have agreed to negotiate

exclusively with the Company through the same date with respect to any change of control transaction involving QLPM, Datavault AI Health

or HLH (without restricting any repurchase, tender offer or other transaction in their equity securities that does not involve the sale,

transfer, license or encumbrance of such assets), in each case subject to a 30-day due diligence period during which the Company may

terminate the non-binding Second A&R 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 non-binding

Second A&R LOI and the relationship of the parties thereto are governed by the laws of the State of Delaware.

The

foregoing description of the non-binding Second A&R LOI does not purport to be complete and is qualified in its entirety by

reference to the full text of the non-binding Second A&R 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

7.01 Regulation FD Disclosure.

On

October 22, 2026, the Company issued a press release announcing that it entered into the non-binding Second A&R LOI. A copy

of the press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished, not filed, pursuant to Regulation FD. Accordingly, such information

will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended,

unless specifically identified therein as being incorporated therein by reference. The furnishing of such information is not intended

to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors

should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

10.1*

Second Amended and Restated Letter of Intent dated October 19, 2026

99.1

Press Release dated October 22, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

*

Certain

exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees

to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or its staff upon

request.

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:

October 26, 2026

DATAMEDS

AI, INC.

By:

/s/

Prashant Patel

Prashant

Patel, President

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECOND

AMENDED AND RESTATED LETTER OF INTENT

October

19, 2026

This

Second 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”), HealthBridge Advisors LLC (“HBA”) and Tollo Health, Inc. (“THI”),

which own membership interests in Tollo Health, LLC (d/b/a Health Lives Here, “HLH”), and REBOOT Health AI, Inc.,

a Delaware corporation (“REBOOT”) that is the owner of certain intellectual property, including the ‘812 Patent

Family and the REBOOT Platform, related to AI-enabled goal tracking, medication adherence and aerial drone delivery of prescription medications,

which REBOOT is licensing to MEDS together with related products and services pursuant to a separate non-binding letter of intent between

REBOOT and MEDS, to be implemented through separate definitive agreements between REBOOT and MEDS (the “REBOOT LOI”,

attached hereto as Exhibit C). MEDS, EOS, HBA, THI, SCLX, DVLT, and REBOOT 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 Amended and Restated Letter of Intent dated July 29, 2026, 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.

The

Parties acknowledge that drafts of the Definitive Agreements have been negotiated among the Parties, including the Contribution and Exchange

Agreement between MEDS and EOS (draft dated October 19, 2026), attached hereto as Exhibit D, the Contribution and Exchange Agreement

between MEDS and SCLX (draft dated October 19, 2026), attached hereto as Exhibit E, the Master Issuance Agreement (draft dated October

19, 2026), attached hereto as Exhibit F, the Securities

Exchange

Agreement relating to HLH (draft dated October 19, 2026), attached hereto as Exhibit G, and the License Amendment and Exchange Agreement

(draft dated October 19, 2026), attached hereto as Exhibit H. Except to the extent this LOI expressly changes the post-Closing ownership

allocations or adds the royalties and the REBOOT transactions described herein, where such drafts address a matter also addressed in

this LOI, the terms reflected in such drafts shall govern, and nothing in this LOI (including the second paragraph hereof) shall be construed

to reopen, supersede or modify any such term; provided that (a) no such draft shall bind any Party, or be deemed to have been agreed

by any Party, unless and until the applicable Definitive Agreement has been executed and delivered by such Party, and (b) until such

execution and delivery, the provisions of this LOI relating to the post-Closing ownership allocations, the liability threshold, board

designation rights, the treatment of the REBOOT transactions, lock-up and transfer restrictions, registration rights, royalties and Fees

and Expenses shall control over any inconsistent term of any such draft.

References

herein to HBA shall, where the context relates to HLH or to the Acquisition Stock issuable in exchange for membership interests in HLH,

include THI.

Notwithstanding

the foregoing, the obligations of MEDS, EOS, SCLX, DVLT, HBA, THI and REBOOT 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, HBA, THI and REBOOT; provided that the obligations set forth under “Signing of this LOI and new Interim-CEO”

are obligations of MEDS only.

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.

MEDS

will also enter into an intellectual property license agreement and a product and services agreement with REBOOT, pursuant to which

REBOOT will license to MEDS certain intellectual property, including the ‘812 Patent Family and the REBOOT Platform, for use

within the Licensed Field, and will provide related products and services in connection with the DataMEDS Platform, in each case

on terms to be agreed between MEDS and REBOOT, as described in the REBOOT LOI attached hereto as Exhibit C. Notwithstanding

anything herein or in Exhibit C to the contrary, the REBOOT LOI constitutes an agreement solely between MEDS and REBOOT, and no other

Party assumes, approves, guarantees or otherwise becomes bound by any obligation, representation, condition or other term thereof,

including its governing law, venue and attorneys’ fees provisions.

As part of the agreement, MEDS will in

order:

SIGNING OF THIS LOI AND NEW INTERIM-CEO

1.

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 prior to Closing (as defined below) 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.

2

SETTLEMENT OF MEDS LIABILITIES

2.

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

3.

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.

4.

Complete

DVLH license expansion in exchange for Acquisition Stock.

5.

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 held by HBA and THI for Acquisition Stock

3

6.

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

7.

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

8.

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 of not more than $2,000,000 as a

condition to Closing.

Post-Closing

Ownership Allocations and Underlying Assumptions:

At 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; provided that the consummation of the

transactions with REBOOT, and the satisfaction of any condition relating to REBOOT or the REBOOT LOI, shall not be a condition to

the Closing or to the issuance of Acquisition Stock to any other Party, and no failure or delay of any such transaction or condition

shall delay the Closing with respect to any other Party.

●

EOS

will own 14.9%

●

SCLX

will own 14.9%

●

DVLT

will own 19.9%

●

Fortitude

will own 5%

●

HBA

and THI will own, collectively, 24.9%

●

REBOOT

will own 9.9%

●

Remaining

10.5% of common shares will be held by MEDS’s public common stockholders immediately following Closing.

4

In addition to the foregoing equity allocations,

REBOOT will receive a royalty equal to six percent (6%) of Adjusted Net Revenue attributable to the intellectual property licensed

to MEDS under the REBOOT LOI, EOS will receive a royalty equal to five percent (5%) of all gross revenues, without deduction of any

kind and without duplication, received by or on behalf of MEDS or any of its affiliates, licensees or sublicensees from any use,

licensing, sale or other monetization (“Gross Revenues”) of the QLPMIP1 portfolio acquired from EOS, which royalty shall

accrue and become payable as and when such Gross Revenues are received, and SCLX will receive a royalty equal to five percent (5%)

of all Gross Revenues of the QLPMIP2 portfolio acquired from SCLX, in each case on terms to be set forth in the Definitive Agreements.

“Adjusted Net Revenue” shall have the same meaning, and shall be calculated in the same manner, for each such royalty

that is calculated on Adjusted Net Revenue, consistent with the definition of Adjusted Net Revenue in the REBOOT LOI, with such definition

to be finally agreed by the applicable parties in the Definitive Agreements. Where a product or service incorporating QLPMIP1 and

the intellectual property licensed under the REBOOT LOI is sold or operated as a bundle, EOS shall be paid a royalty of five percent

(5%) of the Gross Revenues from such bundle and REBOOT shall be paid a royalty of six percent (6%) of the Adjusted Net Revenue from

such bundle. Where a product or service incorporating QLPMIP2 and the intellectual property licensed under the REBOOT LOI is sold

or operated as a bundle, SCLX shall be paid a royalty of five percent (5%) of the Gross Revenues from such bundle and REBOOT shall

be paid a royalty of six percent (6%) of the Adjusted Net Revenue from such bundle. Where a product or service incorporating QLPMIP1,

QLPMIP2, and the intellectual property licensed under the REBOOT LOI is sold or operated as a bundle, EOS shall be paid a royalty

of five percent (5%) of the Gross Revenues from such bundle, SCLX shall be paid a royalty of five percent (5%) of the Gross Revenues

from such bundle, and REBOOT shall be paid a royalty of six percent (6%) of the Adjusted Net Revenue from such bundle. The royalties

payable to EOS and SCLX shall not be reduced by, or offset against, any royalty or other amount payable to any other person. The

Definitive Agreements shall provide that MEDS may not sell, assign, transfer or exclusively license any portion of the QLPMIP1 portfolio

unless the transferee or licensee assumes in writing the obligation to pay such royalty to EOS, and no such assumption shall release

MEDS. The Definitive Agreements shall provide that MEDS may not sell, assign, transfer or exclusively license any portion of the

QLPMIP2 portfolio unless the transferee or licensee assumes in writing the obligation to pay such royalty to SCLX, and no such assumption

shall release MEDS.

The foregoing are post-Closing

ownership percentages on a fully diluted basis, to be reflected in a capitalization model attached to the Definitive Agreements.

Shares issued or issuable in connection with the liability reduction framework, financing transactions (including the ATM and the

Immediate Capital), the conversion or settlement of convertible debt, transaction expenses or any other matter existing at or arising

prior to the Closing shall not reduce the post-Closing ownership percentages of EOS, SCLX, DVLT, HBA and THI set forth above. Any

reverse stock split shall apply proportionately to all holders of MEDS common stock.

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.

5

The Definitive Agreements

shall provide that each of EOS, SCLX, DVLT, REBOOT, Fortitude, HBA and THI shall agree to a lock up of their Acquisition Stock for

a period of six (6) months after the Closing, which in the case of Fortitude shall be set forth in the definitive agreement providing

for the issuance of its shares; provided that such lock up shall not restrict any dividend or other distribution of Acquisition Stock

by EOS to its stockholders made in compliance with applicable securities laws, and any Acquisition Stock so distributed shall not

be subject to such lock up in the hands of such stockholders, other than any stockholder that is an officer or director of EOS or

that otherwise controls, is controlled by or is under common control with EOS (within the meaning of Rule 405 under the Securities

Act of 1933, as amended), in whose hands such Acquisition Stock shall remain subject to such lock up for the remainder of such period.

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 HBA. 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.

In 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, an increase in authorized shares, effective prior

to the Closing and sufficient to permit the issuance of all Acquisition Stock at the Closing, and a reverse stock split to the extent

required in connection with the Closing in order to obtain or 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.

6

Approval of the proposed Transaction by

the Boards of MEDS, EOS, SCLX, DVLT, HBA and THI, 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, SCLX and REBOOT of all of the shares of Acquisition Stock issued to

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

EOS, DVLT, SCLX and REBOOT shall receive

customary unlimited piggyback registration rights with respect to all remaining shares of Acquisition Stock held by EOS, DVLT, SCLX

and REBOOT. 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, SCLX and REBOOT shall have the right to include its registrable securities therein, subject only to customary

underwriter cutback provisions; provided that, in any such cutback, registrable securities held by EOS, DVLT and SCLX shall have

priority (on a pro-rata basis) over registrable securities held by REBOOT. In addition, following effectiveness of the initial resale

registration statement, EOS, DVLT, SCLX and REBOOT 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.

To the extent permitted

under applicable securities laws, EOS, DVLT, SCLX and REBOOT 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.

Following the expiration of the six (6)-month

lock-up period described above, none of EOS, DVLT, SCLX or REBOOT, 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, SCLX and REBOOT.

7

Operation

of the Businesses:

The Definitive Agreement will include customary

interim operating covenants applicable to MEDS and HBA pursuant to which each such 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; provided that the interim covenants

applicable to EOS and SCLX shall relate solely to the preservation of QLPMIP1 and QLPMIP2, respectively, and shall not require the

consent of MEDS or any other Party to, or otherwise restrict, any other business, financing, securities, repurchase or corporate

transaction of EOS or SCLX.

It 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 and HBA; (ii) approval of the Transaction

by MEDS shareholders, (iii) receipt of all necessary governmental and third-party consents and approvals, (iv) delivery of the fairness

opinion referred to under “Conditions for Execution of the Definitive Agreements” above; and (v) the effectiveness, prior

to the Closing, of an amendment to MEDS’s certificate of incorporation increasing its authorized shares in an amount sufficient

to permit the issuance of all Acquisition Stock at the Closing.

8

As

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.

It

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.

9

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:

In

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

incur, from the date hereof through November 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 November 30, 2026; provided that (i) such date

may be extended only by the written agreement of the Parties with respect to a renegotiation period under the preceding paragraph,

(ii) such obligations shall terminate immediately upon any termination of this LOI by MEDS and (iii) nothing in this paragraph shall

restrict any issuance, sale, repurchase, tender offer or other transaction in the equity securities of any Party, or any other transaction,

that does not involve the sale, transfer, license or encumbrance of QLPMIP1, QLPMIP2, DVLH or HLH.

10

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 otherwise facilitating the due diligence investigation; provided that, with respect to EOS and SCLX, such access

shall be limited to information relating to QLPMIP1 and QLPMIP2, respectively, and to such Party’s ability to consummate the

Transaction.

Fees

and Expenses:

Except

as otherwise expressly agreed upon by the Parties, MEDS, EOS, SCLX, DVLT, HBA and THI shall each be

responsible for and bear all of its own costs and expenses incurred in connection with the proposed Transaction. Notwithstanding

the foregoing, MEDS shall reimburse SCLX, DVLT and EOS, in the aggregate, for legal fees payable to Paul Hastings LLP (in respect

of SCLX and DVLT) and Dickinson Wright PLLC (in respect of EOS) in a combined aggregate amount not to exceed $250,000, payable upon

the Closing, allocated among such firms as the Parties shall agree, to the applicable accounts by wire transfer of immediately available

funds.

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. Notwithstanding the foregoing,

any Party may disclose the existence and general terms of this LOI and the proposed Transaction to its stockholders, prospective

investors and financing sources to the extent such Party reasonably determines, after consultation with counsel, that such disclosure

is necessary or advisable in connection with any offering, sale, repurchase or tender offer involving such Party’s securities,

provided that such Party gives MEDS prior notice 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.

Notwithstanding anything to the contrary in the REBOOT LOI, any dispute among the Parties arising out of or relating to this LOI

or the Transaction shall be governed by 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]

11

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:

Prashant

Patel

Name:

Henry

Ji

Title:

President

Title:

CEO

Date:

10/19/2026

Date:

10/20/2026

EOS

Technology Holdings, Inc.

Datavault

AI, Inc

By:

/s/ Nate

Bradley

By:

/s/ Nate

Bradley

Name:

Nate

Bradley

Name:

Nate

Bradley

Title:

CEO

Title:

CEO

Date:

10/19/2026

Date:

10/19/2026

HealthBridge

Advisors, LLC

REBOOT

Health AI, Inc.

By:

/s/ Pavan

Mantripragada

By:

/s/

Paul Arena

Name:

Pavan

Mantripragada

Name:

Paul

Arena

Title:

BlueCap

Aquisition Manager

Title:

CEO

Date:

Date:

10/21/2026

Tollo

Health, Inc.

By:

/s/

Gerald Commissiong

Name:

Gerald

Commissiong

Title:

CEO

Date:

10/19/2026

12

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

DataMEDS

AI Enters Into Amended and Restated LOI to License and Acquire IP that Enables Goal-Driven Prescription Drug Telehealth, Medical Drones

and Healthcare Blockchain Technologies

● Proprietary

IP Position Until At Least 2042 to Enable Consolidation of Infrastructure targeting market

expected to grow from $9.6 billion in 2025 to $93.4 billion in 2035

● Customer

Acquisition Plan Leverages Existing Relationship with NFL Alumni Health

● Final

Guidance issued by FDA Provides Roadmap for Prescription Drug Proprietary Health Lives Here™

App and DelivMeds® Software

● Network

of 6,500 Pharmacies to Provide Nationwide Physical Healthcare Outlet

TAMPA,

FL / ACCESS Newswire / October 22, 2026 / DataMEDS AI, Inc. (“DataMeds SI,” “DataMEDS” or the

“Company”) (NASDAQ:MEDS), a healthcare company that integrates its health information technology and physical infrastructure

with its EinsteinRx™ artificial intelligence platform and PharmacyChain™ blockchain-enabled smart contracts platform,

today announced that it has entered into an amended and restated non-binding letter of intent dated October 19, 2026 (“LOI”)

with Datavault AI Inc. (“Datavault AI”) (NASDAQ:DVLT), Data Health Partners, Inc.’s (“DHP”) wholly-owned

subsidiary REBOOT Health AI, Inc., EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”) (NASDAQ:SCLX)

and HealthBridge Advisors, LLC (“HealthBridge Advisors”). EOS and Scilex each own a portion of the Quality of Life Peace

of Mind (QOLPOM) intellectual property portfolio that is expected to be reunited through this transaction. DataMEDS’ subsidiary

Corexa Health has an established distribution nationwide network of 6,500 independent pharmacies.

This

announcement comes following the U.S. Food and Drug Administration’s (“FDA”) recent guidance issued on prescription

drug applications and software that provides a roadmap for optimization of the Health Lives Here mobile application. This industry

is projected to grow from its current market share of $9.6 billion in 2025 to an estimated $93.4 billion by 2035, according to Research

and Markets.

“With

the recent finalization of FDA guidance as it relates to prescription drug apps and software, we are excited to become shareholders of

DataMEDS now that it has a clear regulatory framework to optimize its Health Lives Here mobile application to be patients’ behavior-change

ally, leveraging the key intellectual property being brought in-house through this transaction,” said Paul Arena, CEO of Data Health

Partners. “Given the proprietary position gained via DataMEDS’ recent exclusive license from DHP’s subsidiary REBOOT

to patents and patent applications enabling GLP-1 receptor agonist drug-focused behavioral health technologies, we believe this new proposed

transaction would further strengthen DataMEDS’ position towards the center of the patient-focused healthcare mobile app and software

universe. With the advent of autonomous aerial drones able to deliver medical products, DataMEDS is preparing for the coming changes

in healthcare delivery. Integrating the QOLPOM biometric verification and automated delivery patents with the DataMEDS artificial intelligence

and blockchain platforms supports secure, personalized medication fulfillment and could generate de-identified real-world evidence on

patient outcomes, with patient consent, that may be valuable to healthcare stakeholders, including pharmaceutical manufacturers.”

The

Amended and Restated LOI supersedes and replaces the Amended and Restated Letter of Intent dated July 29, 2026, which expired on September

30, 2026. The addition of DHP reflects the progress DataMEDS has made in building its healthcare ecosystem, including the recent launch

of the Health Lives Here mobile application together with Tollo Health in partnership with NFL Alumni Health, the acquisition of Helomics

Corporation, a cancer diagnostics artificial intelligence laboratory certified under the Clinical Laboratory Improvement Amendments (CLIA),

and the license of key intellectual property from DHP’s subsidiary REBOOT that enables the establishment, progress towards, and

achievement of preset near and long-term goals as it relates to the use of GLP-1 receptor agonist-based medications. The transaction

is expected to close in the fourth quarter of 2026. A majority of DataMEDS shareholders have approved the draft definitive agreements

associated with this proposed transaction, subject to satisfactory completion of due diligence by management.

“DataMEDS

will reduce the cost, improve the quality of care and empower patients with meaningful data driven outcomes,” said Nathaniel Bradley,

CEO of Datavault AI. “This is an enduring vision of true pioneers in behavioral healthcare. DataMEDS is seeking to operationalize

Datavault AI’s potential in healthcare. Datavault AI is excited to be able to meaningfully participate in the value creation at

MEDS via equity participation and royalties for the use of our technologies. Given the significant amount of due diligence and document

preparation that has already taken place under the previous LOI, we are targeting a fourth quarter 2026 closing. We look forward to supporting

DataMEDS as it seeks to disrupt healthcare via its ability to create good health outcomes through a vertically integrated physical, digital

and intellectual property healthcare delivery stack.”

Technologies

Proposed to Be Added to the DataMEDS Healthcare Stack:

1. Expand

DataMEDS’ existing PharmacyChain license with Datavault AI to exclusively include Datavault

AI healthcare related intellectual property, subject to specified carve-outs for intellectual

property already licensed to Vivasor, Inc. in medical imagery, Scilex within the field of

use of Biotechnology and Quantum Scan Holdings, Inc. in diagnostics.

2. Acquire

QOLPOM intellectual property from EOS that enables biometric confirmation that the named

patient receives home drug delivery, including by unmanned aerial drone;

3. Acquire

QOLPOM intellectual property from Scilex that enables wearables-driven biometric confirmation

of pharmacodynamic drug effect;

4. Exclusively

license Data Health Partners’ intellectual property related to data-driven patient

outcomes, goal setting, goal progression and goal achievement in connection with home and

aerial drone medication delivery; and

5. Acquire

a controlling interest in Tollo Health, LLC (d/b/a Health Lives Here) from HealthBridge Advisors.

Tollo Health manufactures medical foods for GLP-1-associated muscle loss, acute viral infections

and chronic viral infection syndromes, and dietary supplements with ingredients associated

with specific biological pathways. Tollo also brings with it proprietary consumer engagement

technology through the Health Lives Here mobile application it is already with DataMEDS upon,

and NFL Alumni Health-driven marketing channels.

The

transaction is expected to close in the fourth quarter of 2026, and remains subject to the execution of definitive agreements, due diligence,

a fairness opinion, a DataMEDS outstanding liabilities threshold, Nasdaq requirements, including change-of-control review under Listing

Rule 5110(a)) and other customary conditions. No assurance can be given that definitive agreements will be executed or that the transaction

will close.

Strategic

Context

The

combination builds on the DataMEDS PharmacyChain platform and EinsteinRx™ artificial intelligence capabilities. The expanded

Datavault AI license is intended to support patient-controlled health data access, monetization and tokenization across pharmacy, laboratory,

wearable and commercial healthcare settings. Data Health Partners’ patient-outcomes intellectual property, paired with the existing

DataMEDS DelivMeds intellectual property for provider and pharmacist monitoring of the patient journey, is intended to support telemedicine

delivery.

DelivMeds

is a virtual non-dispensing pharmacy app owned by DataMEDS that simplifies pharmacy services. It partners with pharmacies nationwide

to facilitate easy prescription management and delivery. Users can connect with local pharmacies to have prescriptions filled and delivered

directly to their homes, often on the same day. The app allows for uploading photos of prescriptions and insurance cards, making the

process more convenient for users. DelivMeds technologies are being integrated into future versions of the Health Lives Here mobile application.

The

controlling interest in Tollo Health adds wellness, GLP-1 companion and digital engagement tools, including the Health Lives Here initiative

with NFL Alumni Health.

“With

the recent launch of the Health Lives Here app together with Tollo Health and NFL Alumni Health, we are beginning to see patients better

understand our vision for the future of health, where they can set goals and work toward them using the physical and digital healthcare

infrastructure being assembled within DataMEDS,” said Gerald Commissiong, Interim Co-CEO of DataMEDS. “Adding Data Health

Partners’ patented technology for patient goal setting, progression and achievement, alongside our DelivMeds intellectual property

and the QOLPOM biometric verification and delivery patents, positions DataMEDS to enable key aspects of healthcare delivery through telemedicine.

We believe that our physical infrastructure, which includes a pharmacy, a pharmaceutical distribution center and a diagnostic laboratory,

combined with our Health Lives Here telemedicine and wellness offering, DelivMeds, our EinsteinRx™-driven pharmacy hub and

our intellectual property, has the potential to disrupt the digital healthcare market in the United States.”

Patents

Being Licensed to or Acquired by DataMEDS

Datavault

AI

Datavault

AI patent portfolio expected to be licensed includes U.S. Patent No. 12,100,025, Platform for Management of User Data; U.S. Patent Application

Publication No. 2021/0365574, Data Valuation and Secure Commercial Monetization Platform; and U.S. Patent Application Publication No.

2022/0188925, Data Futures Platform. These Datavault AI patents cover data management, valuation and monetization technologies. The specific

patents and applications covered by the proposed healthcare license remain subject to confirmation in the definitive license schedule.

The rights proposed to be licensed to DataMEDS excludes all intellectual property rights already licensed to Vivasor, Inc. and Scilex

Holding Company and/or Quantum Scan Holdings, Inc.

The

expanded license is intended to support patient-controlled health data access, management, valuation, monetization and tokenization across

pharmacy, laboratory, wearable and other commercial healthcare settings.

Data

Health Partners

Under

the proposed transaction, DataMEDS would receive an exclusive license to Data Health Partners’ intellectual property for data-driven

patient outcomes, including technology for setting goals, tracking progress toward them, achieving them, and intervening when a patient

falls behind. This would add to the exclusive license DataMEDS recently obtained from REBOOT, a Data Health Partners subsidiary, for

GLP-1 receptor agonist-focused behavioral technologies.

The

REBOOT portfolio is protected by six issued U.S. patents and six pending patent applications. It includes the following issued patents:

U.S.

Patent No. | Patent Title

10,061,812

“Platform for Optimizing Data Driven Outcomes”

11,144,554

“Platform for Optimizing Goal Progression”

11,151,142

“Platform for Optimizing Goal Progression”

Together

with related applications, these patents cover data-driven behavioral tracking, goal progression and outcome optimization. Paired with

DataMEDS’ EinsteinRx™ artificial intelligence platform and the Health Lives Here mobile application, the technology

is intended to help patients set and work toward health goals, and to let providers and pharmacists monitor progress and step in when

needed.

EOS

Technology Holdings

DataMEDS

would acquire all the applicable Quality of Life Peace of Mind (QOLPOM) intellectual property from EOS Technology Holdings, Inc. relating

to biometric data collection, user monitoring and information derived from visual data and historical health records. The proposed transaction

contemplates the acquisition of EOS’ QOLPOM portfolio relating to biometric verification of pharmaceutical delivery recipients

and automated last-mile medication logistics.

The

identified U.S. patent portfolio includes the following issued patents:

U.S.

Patent No. Patent title

12,040,088

Method and Apparatus for Determining User Information

U.S.

Patent No. 11,593,764, Remote Medication Delivery Systems.

U.S.

Patent No. 12,657,554, Remote Medication Delivery System and Method.

Together

with related applications, these patents enable contactless identity confirmation, secure drone or automated delivery of biopharmaceuticals

and medical supplies. The technology addresses compliance, diversion prevention and last-mile access, particularly in rural and underserved

markets.

Scilex

Holding Company

The

proposed transaction contemplates the acquisition of Scilex’ QOLPOM portfolio relating to biometric verification of pharmacodynamic

response using wearables.

11,437,139

Method and Apparatus for Biometric Data Collection Combining Visual Data with Historical Health Records Metadata

Together

with related applications, this patent and related patent applications enable wearable-driven confirmation of pharmacodynamic effects

and capture of real-world biometric and adherence data. The intellectual property addresses drug regimen compliance.

HealthBridge

Advisors

DataMEDS

is seeking to acquire from HealthBridge Advisors a controlling interest in Tollo Health, LLC, a healthcare company commercializing proprietary

medical foods and dietary supplements and, through TolloBio, developing biopharmaceutical candidates, alongside the Health Lives Here

mobile application. Corexa Health, a subsidiary of DataMeds AI, Inc., distributes select Tollo Health medical foods and dietary supplements

under a wholesale distribution arrangement. Tollo Health has exclusive rights to medical foods Forzet® for the dietary management

of muscle loss associated with weight loss therapies, and Galectovid® for the dietary management of galectin 1 & 3 associated

viral infections. Tollo Health also has exclusive rights to dietary supplement Tollovid®, a 3CL protease inhibitor.

HealthBridge

Advisors is the controlling shareholder of Tollo Health. Gerald Commissiong is the CEO of Tollo Health and the Interim Co-CEO of DataMEDS.

He is also the sole owner of Fortitude Advisors. Nathaniel Bradley is the CEO of Datavault AI and EOS.

No

Offer to Sell or Solicit

This

press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any

securities, nor shall there be any sale of securities in connection with the proposed technology acquisitions and/or license or otherwise

unless made in compliance with applicable securities laws. Even if any such transaction(s) are completed, no assurance can be given that

the DataMEDS will operate as expected or that anticipated benefits of such transaction will be realized.

About

Datavault AI

Datavault

AI™, Inc. (NASDAQ:DVLT) is leading the way in AI-driven data experiences, valuation, and monetization of assets in the Web 3.0

environment. Datavault AI’s cloud-based platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences

and Data Sciences divisions.

Datavault

AI’s Acoustic Sciences division features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational

spatial and multichannel wireless, high-definition sound transmission technologies with intellectual property covering audio timing,

synchronization, and multi-channel interference cancellation. The Data Science division leverages the power of Web 3.0 and high-performance

computing to provide solutions for experiential data perception, valuation, and secure monetization.

Datavault

AI’s platform serves multiple industries, including high-performance computing software licensing for sports & entertainment,

events & venues, biotech, education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® enables

Digital Twins and the licensing of name, image, and likeness by securely attaching physical real-world objects to immutable metadata,

fostering responsible AI with integrity. The Company’s technology suite is fully customizable and offers AI- and machine-learning-based

automation, third-party integration, detailed analytics and data, marketing automation, and advertising monitoring.

The

Company is headquartered in Philadelphia, PA. Learn more about Datavault AI at https://dvlt.ai.

About

Data Health Partners

Data

Health Partners, Inc. is a digital health company with industry-leading evidence-based behavioral technology inspiring people to transform

their lives, founded in early 2022 by serial entrepreneurs with leadership experience running both private and public companies in multiple

industries. Data Health Partners acquired REBOOT (“Reliable Evidence-Based Outcomes Optimization Technology”) a foundational

behavioral modification and goal mastery technology that was developed over a ten (10) year period at a cost of $8 million and is protected

by six (6) patents and six (6) patent pending applications. Data Health Partners formed REBOOT Health AI to commercialize REBOOT technology.

REBOOT is a data-driven, scalable and sustainable outcome optimization software system used to establish and monitor goals, capture data,

monitor goal progression and intervene if progression is below targeted level of the set goal.

About

Scilex Holding Company

Scilex

Holding Company is an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management

products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease. Scilex targets indications with

high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and

is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido® (lidocaine

topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”)

for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB®,

a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without

aura, in adults; and (iii) Gloperba®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the

prophylaxis of painful gout flares in adults.

In

addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA”

or “SP-102”), which is owned by Semnur Pharmaceuticals, Inc. (“Semnur”) (a majority owned subsidiary of Scilex)

and is a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain,

or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine

topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain

and for which Scilex has recently completed a Phase 2 trial in acute low back pain. SP-103 has been granted Fast Track status from the

FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a

novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia.

Scilex

is headquartered in Palo Alto, California.

About

EOS Technology Holdings

EOS

Technology Holdings, Inc. specializes in innovative technology solutions across various sectors. The company focuses on developing groundbreaking

technologies and managing a diverse portfolio that includes areas such as mobility, energy, infrastructure, and digital platforms. With

over 50 years of collective expertise in technology and digital security, EOS aims to maximize potential for brands through its extensive

intellectual property network aligned with market needs.

About

Tollo Health

Tollo

Health, LLC is a healthcare company commercializing proprietary medical foods and dietary supplements and, through TolloBio, developing

biopharmaceutical candidates, alongside its Health Lives Here mobile application. Corexa Health, a subsidiary of DataMeds AI, Inc., distributes

select Tollo Health medical foods and dietary supplements under a wholesale distribution arrangement.

About

DataMEDS AI

DataMEDS

AI, Inc. (NASDAQ:MEDS), formerly Wellgistics Health, Inc., is a healthcare company focused on the vertical integration of technology,

pharmacy, pharmaceutical-adjacent and telemedicine business units through its health information technology platforms to deliver a better

experience for consumers and providers. Headquartered in Tampa, Fla., DataMEDS incorporates its EinsteinRx™ artificial intelligence

platform and PharmacyChain blockchain-enabled smart contracts platform into the Health Lives Here mobile application from Tollo Health,

LLC, and its Corexa Health subsidiary provides pharmacy dispensing and pharmacy-related services, including distribution of products

developed by Tollo Health through Corexa Pharmacy and Corexa Distribution’s network of 6,500+ independent pharmacy network. DataMEDS

also owns Helomics Corporation, a Pittsburgh, PA-based commercial clinical molecular diagnostics laboratory focused on the ChemoFx®

Assay chemotherapy selection diagnostics test that aims to help oncologists make chemotherapy treatment decisions. Learn more at https://datamedsai.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements

are based on management’s current expectations and are not predictions of actual performance. Forward-looking statements include,

without limitation, statements regarding the expected timing of closing, including the expectation that the transaction will close in

the fourth quarter of 2026; the expected post-closing ownership of the Company and the substantial dilution to existing stockholders;

the Company’s ability to obtain stockholder approval and satisfy Nasdaq requirements, including any change-of-control or initial

listing requirements; the receipt of a fairness opinion and the availability of financing; the related-party nature of certain aspects

of the proposed transaction; the ability to integrate the licensed and acquired intellectual property and realize the anticipated benefits;

the regulatory status of the Health Lives Here application and related software under FDA guidance on prescription drug use-related software

and other FDA requirements; FAA, state pharmacy and other regulatory requirements applicable to drone and automated medication delivery;

compliance with HIPAA, the FTC Act and state health-privacy laws in connection with the collection, use, monetization or tokenization

of health data, and the potential application of securities laws to tokenization; the regulatory status of, and claims made for, medical

foods and dietary supplements; and Datavault AI’s expected revenue recognition and financial guidance, the proposed transaction

with Data Health Partners, Inc., Datavault AI Inc. (NASDAQ:DVLT), Data Health Partners, Inc., Scilex Holding Company (NASDAQ:SCLX), EOS

Technology Holdings, Inc. and HealthBridge Advisors, LLC (controlling shareholder of Tollo Health, LLC); the negotiation and execution

of definitive agreements; the satisfaction or waiver of closing conditions; the receipt of stockholder and other required approvals;

the outcome of the litigation between Data Health Partners, Inc. and Teladoc Health, Inc.; the value, validity and enforceability of

the intellectual property described; demand for Tollo Health and GLP-1 adjunct products; fulfillment of Health Lives Here prescriptions;

the development of a proprietary blockchain and provider-network features; the creation of the Health Lives Here pharmacy network; the

success of the NFL Alumni Health partnership; the integration of telemedicine, pharmacy, laboratory, wearable-device, artificial intelligence,

blockchain and data-management technologies; the development, commercialization and expansion of EinsteinRx™, PharmacyChain,

Health Lives Here and related platforms; the anticipated growth of the market for Long COVID products; the companies’ ability to

empower patients to access, manage, control or monetize health data; the Company’s business strategy, capitalization, outstanding

securities, lock-up arrangements, public float and registration statements; the Company’s ability to maintain compliance with Nasdaq

listing standards; and the Company’s liquidity, capital resources and ability to fund operations. Actual results may differ materially

from those expressed or implied in these forward-looking statements due to a number of risks and uncertainties, including those described

under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the Securities

and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of

the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, except as required

by law.

Trademarks,

Trade Names, Service Marks and Copyrights

We

own or have rights to use various trademarks, tradenames, service marks and copyrights, which are protected under applicable intellectual

property laws. This press release also contains trademarks, tradenames, service marks and copyrights of other companies, which are, to

our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights

referred to in this press release may appear without the ©, ®, and ™ symbols, but such references are not intended to

indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable

licensors to these trademarks, tradenames, service marks and copyrights. We do not intend our use or display of other parties’

trademarks, tradenames, service marks or copyrights to imply, and such use or display should not be construed to imply a relationship

with, or endorsement or sponsorship of us by, these other parties.

EinsteinRx™

and PharmacyChain are trademarks of DataMEDS AI, Inc. Datavault AI, WiSA, ADIO, Sumerian and Information Data Exchange are trademarks

or registered trademarks of Datavault AI Inc. All other trademarks are the property of their respective owners.

DataMEDS

AI Media Contact

James

Lambert, Vice President, Rubenstein Public Relations

212.805.3024 | jlambert@rubensteinpr.com

DataMEDS

AI Investor Contact

IR@datamedsai.com

Datavault

AI Media Contact

marketing@dvlt.ai

Datavault

AI Investor Contact

Edward

Barger

VP,

Investor Relations

ir@dvlt.ai

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