OneMedNet Corp. Enters and Terminates Agreements, Creates Obligation

TL;DR

OneMedNet Corp. signed and broke deals, and now owes something. Big changes happening.

AI Summary

On June 14, 2024, OneMedNet Corp. entered into a Material Definitive Agreement and created a direct financial obligation. The company also terminated a Material Definitive Agreement on the same date. Specific details regarding the nature of these agreements and obligations are not fully disclosed in the provided text.

Why It Matters

This filing indicates significant changes in OneMedNet Corp.'s contractual and financial standing, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material agreements, along with the creation of a financial obligation, suggests potential instability or significant strategic shifts.

Key Players & Entities

• OneMedNet Corp. (company) — Filer of the 8-K report
• June 14, 2024 (date) — Date of earliest event reported
• Data Knights Acquisition Corp. (company) — Former company name of OneMedNet Corp.

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ONMD The Nasdaq
• $11.50 — of Common Stock at an exercise price of $11.50 per share ONMDW The Nasdaq Stock Ma
• $25 million — ille an aggregate amount of up to up to $25 million of the Company's shares of Common Stock
• $25,000 — ecution of the SEPA, the Company paid a $25,000 structuring fee to Yorkville. The Compa
• $500,000 — mpany agreed to pay a commitment fee of $500,000 to Yorkville, which will be paid in sha
• $1.5 m — romissory Note"), a principal amount of $1.5 million, which was funded on June 18, 202
• $1.3408 — ice per share equal to the lower of (a) $1.3408 per share (the "Fixed Price") (subject
• $0.28 — ce then in effect. The "Floor Price" is $0.28 per share, subject to the Company's opt
• $4.54 million — or and investor, providing for up to USD$4.54 million in funding through a private placement
• $1.20 — of Common Stock at an exercise price of $1.20 per share. Also pursuant to the Termina

Filing Documents

• form8-k.htm (8-K) — 58KB
• ex10-1.htm (EX-10.1) — 392KB
• ex10-2.htm (EX-10.2) — 151KB
• ex10-3.htm (EX-10.3) — 110KB
• ex10-4.htm (EX-10.4) — 21KB
• 0001493152-24-024802.txt ( ) — 1072KB
• onmd-20240614.xsd (EX-101.SCH) — 4KB
• onmd-20240614_def.xml (EX-101.DEF) — 26KB
• onmd-20240614_lab.xml (EX-101.LAB) — 36KB
• onmd-20240614_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2024 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40386 86-2076743 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 6385 Old Shady Oak Road , Suite 250 Eden Prairie , MN 55344 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 800 - 918-7189 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share ONMD The Nasdaq Stock Market LLC Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share ONMDW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 1.01. Entry into a Material Definitive Agreement. Standby Equity Purchase Agreement On June 17, 2024, OneMedNet Corporation, a Delaware corporation ("the Company") entered into a standby equity purchase agreement (the "SEPA") with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP ("Yorkville"). Pursuant to the SEPA, subject to certain conditions, the Company has the option to sell to Yorkville an aggregate amount of up to up to $25 million of the Company's shares of Common Stock, par value $0.0001 per share (the "Common Stock"), at the Company's request from time to time following both the repayment of the Promissory Note described below and the effectiveness of a resale registration Each advance may not exceed the greater of 500,000 shares and 100% of the average daily volume traded of the Common Stock during the five trading days immediately prior to requested advance. The shares would be purchased at a price equal to 97% of the Market Price as defined in the SEPA. The Company may establish a minimum acceptable price in each advance below which the Company will not be obligated to make any sales to Yorkville. Any purchase under an advance would be subject to certain limitations, including that Yorkville will not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of Common Stock or any shares that when aggregated with shares issued under all other earlier Advances, would exceed 4,767,616 shares of Common Stock (representing 19.99% of the aggregate number of then outstanding shares of Common Stock) (the "Exchange Cap") unless shareholders approved issuances in excess of the Exchange Cap. In connection with the execution of the SEPA, the Company paid a $25,000 structuring fee to Yorkville. The Company agreed to pay a commitment fee of $500,000 to Yorkville, which will be paid in shares in two tranches. Additionally, Yorkville agreed to advance to the Company, in exchange for a convertible promissory note (the "Promissory Note"), a principal amount of $1.5 million, which was funded on June 18, 2024. The Promissory Note is due on June 18, 2025, and interest shall accrue at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Promissory Note. The Promissory Note will be convertible by Yorkville into shares of Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) $1.3408 per share (the "Fixed Price") (subject to downward reset upon the filing of the resale registration prior to each conversion (the "Variable Price"), but which Variable Price may not be lower than the Floor Price then in effect. The "Floor Price" is $0.28 per share, subject to the Company's option to r

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