OneMedNet Corp. Sells Subsidiary, Discloses Equity Sales & Officer Changes

TL;DR

OneMedNet sold a subsidiary, sold unregistered stock, and changed execs. Big moves happening.

AI Summary

OneMedNet Corp. announced on March 27, 2024, the entry into a material definitive agreement related to the sale of its wholly-owned subsidiary, OneMedNet Solutions, Inc. The company also disclosed unregistered sales of equity securities and changes in its board and officer composition, including the departure of a director and the appointment of new officers. Additionally, OneMedNet Corp. provided a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

The sale of a subsidiary and unregistered equity sales indicate significant strategic and financial shifts for OneMedNet Corp., potentially impacting its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The sale of a subsidiary and unregistered equity sales can signal financial distress or strategic pivots, requiring closer examination of the company's financial health and future prospects.

Key Players & Entities

• OneMedNet Corp. (company) — Filer of the 8-K report
• OneMedNet Solutions, Inc. (company) — Wholly-owned subsidiary being sold
• Data Knights Acquisition Corp. (company) — Former name of OneMedNet Corp.

FAQ

Key Financial Figures

• $0.0001 — hich Registered Class A Common Stock, $0.0001 par value per share ONMD The Nasdaq
• $11.50 — A Common Stock at an exercise price of $11.50 per share ONMDW The Nasdaq Stock Ma
• $2,000,000.00 — ") of (i) an aggregate principal amount $2,000,000.00 and including an original issue discoun
• $300,000.00 — scount ("OID") of up to an aggregate of $300,000.00 plus Warrants to purchase a number of s
• $350,000.00 — gate principal amount of Notes of up to $350,000.00 and including an OID of up to $52,500.0
• $52,500.00 — 50,000.00 and including an OID of up to $52,500.00 and Warrants to purchase a number of sh
• $1,000,000 — gate principal amount of Notes of up to $1,000,000 each and each including an OID of 15.0%
• $1,350,000.00 — 4 in accordance with the following: (i) $1,350,000.00 of the net proceeds of the Initial Tran
• $1,700,000 — amount is more than zero but less than $1,700,000.00, then the Escrowed Proceeds will be
• $1,700,000.00 — amount equal to the difference between $1,700,000.00 and the aggregate outstanding amount; a
• $1,700,000.00 m — amount is more than zero but less than $1,700,000.00 minus the amount of any prior disbursemen
• $1.00 — 47,000 five-year options exercisable at $1.00 per share adviser to Mr. Casey. Depar

Filing Documents

• form8-k.htm (8-K) — 76KB
• ex10-1.htm (EX-10.1) — 289KB
• ex10-2.htm (EX-10.2) — 168KB
• ex10-3.htm (EX-10.3) — 65KB
• ex99-1.htm (EX-99.1) — 21KB
• ex99-2.htm (EX-99.2) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• ex99-1_002.jpg (GRAPHIC) — 7KB
• ex99-2_001.jpg (GRAPHIC) — 6KB
• 0001493152-24-012826.txt ( ) — 994KB
• onmd-20240327.xsd (EX-101.SCH) — 4KB
• onmd-20240327_def.xml (EX-101.DEF) — 26KB
• onmd-20240327_lab.xml (EX-101.LAB) — 36KB
• onmd-20240327_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

(a) of Regulation S-K

Item 404(a) of Regulation S-K. In accordance with the Company's customary practice, the Company will also enter into its standard form of indemnification agreement with Mr. Green. The description of the indemnification arrangements with OneMedNet's directors and officers is contained in the Proxy Statement/Prospectus declared effective by the SEC on September 22, 2023 in the section titled " Management of the Company Following the Business Combination - Limitation on Liability and Indemnification of Officers and Directors" and " Management of the Company Following the Business Combination - Limitation on Liability and Indemnification Matters. " Item 7.01 Regulation FD Disclosure. On April 2, 2024, the Company issued a press release to announce the information set forth in Section 5.02 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference. Also on April 2, 2024, the Company issued a press release to announce the information set forth in Section 1.01 and Section 3.02 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference. The information contained in the press releases attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words suc

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONEMEDNET CORPORATION Date: April 2, 2024 By: /s/ Aaron Green Name: Aaron Green Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR