Form 8-K

8-K — DataMeds AI, Inc.

Accession: 0001493152-26-047451

Filed: 2026-10-16

Period: 2026-10-13

CIK: 0002030763

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

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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 13, 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)

(Zip

Code)

Registrant’s

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

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 (see General Instruction A.2. below):

☐

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

MEDS

The

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

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.

October 13, 2026 (the “Effective Date”), DataMeds AI, Inc. (“DataMeds” or the “Company”) entered

into an Intellectual Property License and Product and Services Agreement (the “IP License Agreement”) with REBOOT Health

AI, Inc., a Delaware corporation (“REBOOT”).

Under

the IP License Agreement, REBOOT granted the Company an exclusive license, in the United States and within the Field of Use (as defined

below), to REBOOT’s Licensed Patents and to use the REBOOT Health AI Platform, including the right to have REBOOT reconfigure the

REBOOT Platform as the “DataMeds Platform” for use in the Company’s business. The license is exclusive within the Field

of Use, which is defined as the use of the REBOOT AI platform in the management of GLP-1 users in connection with the Company’s

GLP-1 weight management business, limited to the Company’s direct-to-consumer (B2C) business model. The Company is not licensed

to sell services using the REBOOT technology or platform directly to healthcare providers for healthcare business use, subject to limited

listed exceptions. The Company does not receive source code for, and may not modify, reconfigure, reverse engineer or create derivative

works of, the REBOOT Platform; REBOOT retains all right, title and interest in the REBOOT Platform and the DataMeds Platform, including

all reconfigurations and enhancements.

The

Company and REBOOT also agreed to enter into a related Product and Services Agreement, under which REBOOT will provide products and services

to the Company in connection with the reconfigured DataMeds Platform, and a Revenue Sharing Agreement, under which REBOOT will receive

a portion of the Company’s Adjusted Gross Revenue (as defined in the IP License Agreement) generated from the Company’s use

of the REBOOT technology and platform, after deduction of certain costs.

consideration for the license, the Company agreed to issue REBOOT 666,667 shares of the Company’s common stock (the “IP License

Stock Component”). If, 180 days after the Effective Date, the market value of those shares is less than $2,000,000, the Company

must issue REBOOT additional shares to cover the shortfall, calculated using the 10-day volume-weighted average price of the Company’s

common stock as of that date. The shares are restricted under Rule 144 under the Securities Act of 1933, as amended, and carry piggy-back

registration rights in connection with any underwritten public offering that permits inclusion of secondary shares. The Company also

agreed to pay REBOOT $50,000 within two business days of execution toward the scope of work for reconfiguring the REBOOT Platform into

the DataMeds Platform, which the parties estimate will cost a minimum of $100,000 in the aggregate.

The

IP License Agreement continues in perpetuity until the expiration or invalidity of the last of the Licensed Patents, subject to earlier

termination for an uncured material breach (following 30 days’ written notice) and subject to minimum revenue thresholds.

The

foregoing description of the IP License Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the IP License Agreement, a copy of which will be filed as an exhibit to the Company’s Form 10-Q for the three months

ended September 30, 2026.

Item

3.01

Notice

of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

disclosed on Form 8-K/A filed on April 21, 2026, on April 13, 2026, the Company received a deficiency letter (the “Deficiency Letter”)

from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that, based on the stockholders’ equity of $(12,447,801) reported in the Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 2025, the Company no longer satisfied the $2,500,000 minimum stockholders’ equity requirement

for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1), and that, as of the date of the Deficiency

Letter, the Company also did not meet the alternative compliance standards under that Rule based on market value of listed securities

or net income from continuing operations.

From

July 2026 to October 2026, the Company converted approximately $1.5 million of vendor payables into common stock. Also, as disclosed

on Form 8-K filed on September 16, 2026, the Company issued 636,328 shares of its common stock to Axe Computer, Inc. for the purchase

of all of the issued and outstanding shares of common stock of Helomics Corporation, a wholly-owned subsidiary of Axe. In addition, as

disclosed on Form 8-K filed on September 17, 2026, the Company entered into a settlement agreement and release which extinguished approximately

$18.7 million of the Company’s debt. As disclosed

under Item 1.01 above, on October 13, 2026, the Company entered into the IP License Agreement with REBOOT, pursuant to which the Company

issued REBOOT 666,667 shares of the Company’s common stock valued at $2,000,000 as the IP License Stock Component.

This

equity issuance, together with the other transactions described in this Item 3.01, completed by the Company since the date of

the Deficiency Letter, increased the Company’s stockholders’ equity.

of the date of this Current Report, the Company believes that, as a result of the foregoing transactions, it has in

excess of $2,500,000 in

stockholders’ equity as

required under Nasdaq Listing Rule 5550(b)(1).

The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with all applicable

criteria for continued listing on The Nasdaq Capital Market.

Nasdaq

will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement, and, if at the time

of the Company’s next periodic report the Company does not evidence compliance with the applicable requirement, the Company may

be subject to delisting proceedings.

Item 3.02

Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 above regarding the issuance of 666,667 shares of the Company’s common stock to REBOOT as

the IP License Stock Component, and any additional shares issuable to address a Shortfall (as defined in the IP License Agreement), is

incorporated herein by reference. The Company issued, and may issue, such shares in reliance on the exemption from registration provided

by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving

a public offering. The shares are “restricted securities” as defined in Rule 144 under the Securities Act.

-2-

SIGNATURES

Pursuant

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

behalf by the undersigned hereunto duly authorized.

DataMeds

AI, Inc.

Date:

October 16, 2026

By:

/s/

Prashant Patel

Prashant

Patel, President

-3-

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