DataMeds AI files 8-K covering REBOOT IP License Agreement and Nasdaq listing compliance

Exclusive GLP-1 platform license: DataMeds obtained an exclusive U.S. license within the defined Field of Use to REBOOT's Licensed Patents and REBOOT Health AI Platform for its B2C GLP-1 weight management business; REBOOT retains ownership of the platform and any reconfigurations, including the rebranded DataMeds Platform.

Equity consideration: The Company agreed to issue REBOOT 666,667 shares of common stock valued at $2,000,000, with a make-whole obligation if the 180-day VWAP-implied value is below $2,000,000; additional shares are subject to Rule 144 resale and piggy-back registration rights.

Revenue sharing and services: REBOOT will provide reconfiguration products and services under a separate Product and Services Agreement and will receive a portion of the Company's Adjusted Gross Revenue (after certain deductions) under a Revenue Sharing Agreement.

Cash component: DataMeds agreed to pay REBOOT $50,000 within two business days toward reconfiguration of the platform, with parties estimating minimum aggregate reconfiguration cost of $100,000.

Nasdaq compliance remediation: Following the April 13, 2026 deficiency letter citing stockholders' equity of $(12,447,801), the Company completed several equity-building transactions between July and October 2026 (~$1.5M vendor payable conversions, the 636,328-share Helomics acquisition, ~$18.7M debt-extinguishing settlement, and the 666,667-share REBOOT issuance).

Compliance status awaiting confirmation: The Company states it believes it now has in excess of $2,500,000 in stockholders' equity under Nasdaq Listing Rule 5550(b)(1), but Nasdaq's formal confirmation of compliance has not yet been received and ongoing compliance monitoring will continue.

Term and termination: The IP License Agreement runs in perpetuity until expiration or invalidity of the last Licensed Patent, subject to termination for uncured material breach following 30 days' written notice and subject to minimum revenue thresholds.

Company states that, as a result of equity-building transactions since the April 13, 2026 Deficiency Letter (~$1.5M vendor payable conversions, 636,328 shares to acquire Helomics Corporation, ~$18.7M debt extinguishing settlement, and 666,667 shares to REBOOT valued at $2,000,000), it believes it has in excess of $2,500,000 in stockholders' equity as required under Nasdaq Listing Rule 5550(b)(1).

The Company disclosed the issuance of 666,667 shares of common stock to REBOOT as the IP License Stock Component (and any additional make-whole shares), issued in reliance on Section 4(a)(2) and/or Regulation D, designated as 'restricted securities' under Rule 144.