Common Stock, $0.0001 par value
- Symbol
- MEDS
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 8.01 · 8-K
DataMeds AI, Inc.
MEDSNASDAQEQUITYCurrent
Other Events
Item Other 8.01 Events. On September 11, 2026, DataMEDS AI, Inc. (the “Company”) entered into a settlement agreement and release (the “Agreement”) with Brian Norton, individually and as Seller Representative (“Norton”), Tony Madsen, Mark DiSiena, T. Scott Madsen, Stephen J. Madsen, RxERP, Inc. d/b/a RxERP, Nomad Capital LLC (“Nomad”) and Strategix Global LLC (“Strategix”) (collectively, the “Settling Parties”).…
Company context
We are currently not authorized to issue any shares of preferred stock. The holders of a majority of the issued and outstanding shares of our common stock approved, by written consent dated August 25, 2026, the Blank Check Amendment. Such stockholder approval will be deemed effective 20 calendar days after the date on which a definitive information statement related thereto is first sent or given to our stockholders. We filed a preliminary information statement with the SEC related thereto on August 31, 2026. As of the date of this prospectus, we have not filed a definitive information statement with the SEC or sent or given a definitive information statement to our stockholders. Promptly after the approval of the Blank Check Amendment by our stockholders is deemed effective, we expect to file the Blank Check Amendment with the Delaware Secretary of State and for it to be effective upon filing, and to promptly thereafter file a certificate of designation that designates 25,000 shares of preferred stock as the Series A Preferred Stock. Certain terms of the Series A Preferred Stock are summarized below:
Current securities
Historical securities (1)
Recent company filings
Registered securities in this filing
DATAMEDS AI, INC. · 8-K · Filed 2026-09-17
Disclosure sections
Item 8.01Item 8.01 - Other Events
Item Other
8.01 Events.
On
September 11, 2026, DataMEDS AI, Inc. (the “Company”) entered into a settlement agreement and release (the “Agreement”)
with Brian Norton, individually and as Seller Representative (“Norton”), Tony Madsen, Mark DiSiena, T. Scott Madsen, Stephen
J. Madsen, RxERP, Inc. d/b/a RxERP, Nomad Capital LLC (“Nomad”) and Strategix Global LLC (“Strategix”) (collectively,
the “Settling Parties”). Norton, Nomad and Strategix are collectively the “Selling Holders.” The Company had
previously filed an action against Norton, Tony Madsen, Mark DiSiena, RxERP and Nomad in state court in Florida and Brian Norton, individually
and as Seller Representative, Strategix and Nomad previously had filed an action against the Company in the Court of Chancery in Delaware.
Both actions concerned, among other matters, the Membership Interest Purchase Agreement dated May 11, 2023, as amended (the “MIPA”),
the consideration and obligations alleged to arise under it and Company shares of common stock held by certain holders.
Pursuant
to the Agreement, the Company has paid $450,000, with $350,000 attributed as aggregate consideration for the Company’s repurchase
and extinguishment of of 364,099 shares of Common Stock and $100,000 as consideration for the compromise and settlement of the MIPA and
all other released claims.
As
a result of the Agreement, the Company anticipates extinguishing approximately $19 million in liability that appears on the Company’s
consolidated balance sheet.
Pursuant
to the Agreement, the parties agreed to dismiss the litigation in Florida and Delaware with prejudice and to exchange mutual releases
of claims.