Form 8-K DataMeds AI, Inc. For: Sep 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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
If 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 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.
| 1 |
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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ATTACHMENTS / EXHIBITS
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