DataMEDS AI Signs Non-Binding LOI to Acquire IP and Stake in Tollo Health

DataMEDS AI, Inc. has entered into a non-binding Second Amended and Restated Letter of Intent (LOI) dated October 19, 2026, to acquire intellectual property and a controlling interest in Tollo Health, LLC. The transaction involves partners EOS Technology Holdings, Scilex Holding Company, Datavault AI Inc., HealthBridge Advisors, LLC, and REBOOT Health AI, Inc.

Under the terms of the LOI, DataMEDS would acquire certain Quality of Life Peace of Mind (QLPM) intellectual property assets from EOS and Scilex. The company would also expand its existing PharmacyChain license with Datavault AI to exclusively include Datavault AI Health intellectual property, subject to carve-outs for existing licenses held by Vivasor, Scilex, and Quantum Scan Holdings. Additionally, DataMEDS would acquire a controlling interest in Tollo Health, LLC (d/b/a Health Lives Here) through an exchange of membership interests with HealthBridge Advisors.

DataMEDS would also enter into an intellectual property license and product and services agreement with REBOOT Health AI, Inc., a subsidiary of Data Health Partners, Inc. In exchange for these assets, the company would issue shares of Acquisition Stock to EOS, Scilex, Datavault, HealthBridge Advisors, Tollo Health, and REBOOT. Fortitude Advisors, LLC would also receive shares of common stock pursuant to a separate agreement.

Upon issuance of the Acquisition Stock, the partners are expected to own approximately 89.5% of DataMEDS' common stock on a fully diluted basis. The ownership breakdown includes EOS at 14.9%, Scilex at 14.9%, Datavault at 19.9%, Fortitude at 5%, and HealthBridge Advisors and Tollo Health collectively at 24.9%. The remaining approximately 10.5% would be held by existing public stockholders.

The closing of the transaction is contingent upon the satisfaction of various conditions, including the execution of definitive agreements, receipt of stockholder and Nasdaq approvals, and completion of a liability reduction framework with a maximum permitted indebtedness of $2,000,000. The closing is targeted for the fourth quarter of 2026.

Under the royalty provisions, REBOOT would receive a 6% royalty on adjusted net revenue from the licensed intellectual property, while EOS and Scilex would each receive a 5% royalty on gross revenues from the acquired QLPM portfolio. The parties have agreed to a six-month lock-up period for the Acquisition Stock following the closing.

The LOI also outlines governance changes, including the appointment of two new management team members and the addition of four new board of directors, one each from EOS, Scilex, Datavault, and HealthBridge Advisors.