Item 8.01 Other Events. As of October 13, 2026, DataMEDS AI, Inc. (the “Company”) confirms that its stockholders’ equity is greater than $2,500,000. The transactions below resulted in the increase to the Company’s stockholders’ equity.…
Filed Oct 13, 2026Accepted Oct 13, 2026, 5:27 PM EDTCIK 2030763Accession 0001493152-26-046887
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:
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
As
of October 13, 2026, DataMEDS AI, Inc. (the
“Company”) confirms that its stockholders’ equity is greater than $2,500,000. The transactions below resulted in the increase to the Company’s stockholders’ equity.
On September 11, 2026, 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 extinguished approximately $19 million in liability that appears on the Company’s consolidated balance sheet.
In addition, on October 13,
2026, the Company entered into a license agreement with REBOOT Health AI, Inc. (“REBOOT”) pursuant to which the Company licensed
a care management platform to integrate into its business model. Pursuant to the Agreement, the Company issued 666,667 shares of common stock
to REBOOT.
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