On October 13, 2026 (the "Effective Date"), DataMeds AI, Inc. ("DataMeds" or the "Company") entered into an Intellectual Property License and Product and Services Agreement (the "IP License Agreement") with REBOOT Health AI, Inc., a Delaware corporation ("REBOOT").
Under the IP License Agreement, REBOOT granted the Company an exclusive license, in the United States and within the Field of Use (as defined below), to REBOOT’s Licensed Patents and to use the REBOOT Health AI Platform, including the right to have REBOOT reconfigure the REBOOT Platform as the "DataMeds Platform" for use in the Company’s business. The license is exclusive within the Field of Use, which is defined as the use of the REBOOT AI platform in the management of GLP-1 users in connection with the Company’s GLP-1 weight management business, limited to the Company’s direct-to-consumer (B2C) business model. The Company is not licensed to sell services using the REBOOT technology or platform directly to healthcare providers for healthcare business use, subject to limited listed exceptions. The Company does not receive source code for, and may not modify, reconfigure, reverse engineer or create derivative works of, the REBOOT Platform; REBOOT retains all right, title and interest in the REBOOT Platform and the DataMeds Platform, including all reconfigurations and enhancements.
The Company and REBOOT also agreed to enter into a related Product and Services Agreement, under which REBOOT will provide products and services to the Company in connection with the reconfigured DataMeds Platform, and a Revenue Sharing Agreement, under which REBOOT will receive a portion of the Company’s Adjusted Gross Revenue (as defined in the IP License Agreement) generated from the Company’s use of the REBOOT technology and platform, after deduction of certain costs.
As consideration for the license, the Company agreed to issue REBOOT 666,667 shares of the Company’s common stock (the "IP License Stock Component"). If, 180 days after the Effective Date, the market value of those shares is less than $2,000,000, the Company must issue REBOOT additional shares to cover the shortfall, calculated using the 10-day volume-weighted average price of the Company’s common stock as of that date. The shares are restricted under Rule 144 under the Securities Act of 1933, as amended, and carry piggy-back registration rights in connection with any underwritten public offering that permits inclusion of secondary shares. The Company also agreed to pay REBOOT $50,000 within two business days of execution toward the scope of work for reconfiguring the REBOOT Platform into the DataMeds Platform, which the parties estimate will cost a minimum of $100,000 in the aggregate.