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| Item 8.01 | Other 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.
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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: September 17, 2026 | By: | /s/ Prashant Patel |
| Prashant Patel, President | ||
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