DataMeds Signs Amended LOI: Partners to Own ~89.5%, Public Holders Diluted to ~10.5%

summarizeSummary

DataMeds signed a non-binding amended LOI adding REBOOT and Fortitude, lifting partner ownership to ~89.5% and cutting public holders to ~10.5%, with new 5-6% royalties on the acquired IP. Definitive agreements, a fairness opinion, stockholder and Nasdaq approvals, and a $2M liability cap still stand between the deal and closing.

check_boxKey Events · M&A and Partnerships · MEDS

• Amended LOI Resets Ownership Split

  A non-binding Second A&R LOI dated October 19, 2026 supersedes the July 29, 2026 First A&R LOI and May 18, 2026 Term Sheet. EOS 14.9%, Scilex 14.9%, Datavault 19.9%, Fortitude 5%, HBA/THI 24.9% and REBOOT 9.9% — about 89.5% combined — with existing public holders left roughly 10.5%.

• New Royalties Skim Acquired IP Revenue

  EOS gets 5% of gross revenues from the QLPMIP1 portfolio and Scilex 5% of QLPMIP2 gross revenues, neither offset by other royalties; REBOOT gets 6% of adjusted net revenue on licensed IP. Any transferee or exclusive licensee must assume the royalty obligation.

• REBOOT and Fortitude Join the Deal

  REBOOT Health AI is added as a party for an IP license and product/services agreement, and Fortitude Advisors receives 5% of the company outside the LOI. Fortitude's managing partner Gerald Commissiong becomes Interim Co-CEO of DataMeds.

• Closing Still Gated on Approvals and $2M Liability Cap

  Closing requires stockholder approval, Nasdaq approval (including change-of-control review under Listing Rule 5110(a)), a fairness opinion, and liabilities of not more than $2,000,000. Exclusivity runs to November 30, 2026, with a 30-day due diligence termination right; up to $250,000 of partner legal fees are reimbursable at closing.

auto_awesomeAnalysis · MEDS · Trade & Services

Existing holders take the hit in this second rewrite of DataMeds' reverse-merger LOI: the partner group (EOS, Scilex, Datavault, Fortitude, HBA/THI and REBOOT) would own roughly 89.5% of the company after closing, leaving public stockholders about 10.5%. Perpetual royalties now sit on top of that — 5% of gross QLPM revenues to EOS, 5% to Scilex and 6% of adjusted net revenue to REBOOT — skimming cash off the acquired IP before it reaches shareholders. The deal remains non-binding: definitive agreements, a fairness opinion, stockholder and Nasdaq approvals, and a liability cap of no more than $2,000,000 all still have to be satisfied, and the company has a 30-day due diligence window to walk. Against a Q2 2026 baseline showing a $26.1M loss, going-concern doubt and a Nasdaq equity deficiency, the concurrent $2 million investment and pre-closing ATM filing are the near-term survival pieces.