OneMedNet Corp. Files 8-K: Material Agreement, Equity Sales

TL;DR

OneMedNet Corp. filed an 8-K detailing a material agreement and equity sales on July 23, 2024.

AI Summary

On July 23, 2024, OneMedNet Corp. entered into a Material Definitive Agreement related to the sale of its common stock. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by OneMedNet Corp., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• OneMedNet Corp. (company) — Registrant
• July 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40386 (identifier) — SEC File Number

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
• $4.6 m — gregate gross proceeds of approximately $4.6 million, before deducting fees and expens
• $1.0278 — hares of its common stock at a price of $1.0278 per share, pre-funded warrants exercisa
• $0.85 — hares of its common stock at a price of $0.85 per share. The investors were required

Filing Documents

• form8-k.htm (8-K) — 52KB
• ex4-1.htm (EX-4.1) — 108KB
• ex10-1.htm (EX-10.1) — 230KB
• ex10-2.htm (EX-10.2) — 107KB
• ex10-3.htm (EX-10.3) — 31KB
• ex10-3_001.jpg (GRAPHIC) — 3KB
• ex99-1.htm (EX-99.1) — 20KB
• 0001493152-24-029420.txt ( ) — 867KB
• onmd-20240723.xsd (EX-101.SCH) — 4KB
• onmd-20240723_def.xml (EX-101.DEF) — 26KB
• onmd-20240723_lab.xml (EX-101.LAB) — 36KB
• onmd-20240723_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): July 23, 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. Securities Purchase Agreements On July 23, 2024 and July 25, 2024, OneMedNet Corporation, a Delaware corporation ("the Company") entered into securities purchase agreements (the "Securities Purchase Agreements") with certain institutional investors in connection with the private placement of its common stock and pre-funded warrants (the "Private Placements") with aggregate gross proceeds of approximately $4.6 million, before deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Private Placements for working capital and general corporate purposes. Pending use of the funds, the Company used a portion of the net proceeds to purchase Bitcoin ($BTC). There is no guarantee on the holding period for the purchased Bitcoin. The Private Placements closed on July 24 and 25, 2024. Pursuant to the Securities Purchase Agreements, the Company agreed to issue and sell to the investors 1,297,059 shares of its common stock at a price of $1.0278 per share, pre-funded warrants exercisable for 1,323,530 shares of its common stock at an exercise price of $1.0278 per share, and 2,301,791 shares of its common stock at a price of $0.85 per share. The investors were required to prepay the exercise price for the pre-funded warrants, other than $0.0001 per share. The pre-funded warrants will be exercisable at any time after the date of issuance and will not expire. The price per share of all common stock and pre-funded warrants sold in the Private Placement meets the minimum price requirement under Nasdaq Listing Rule 5635(d). The securities were issued to institutional accredited investors in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The foregoing descriptions of the Securities Purchase Agreements and the pre-funded warrants are not complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement and form of pre-funded warrant, respectively, each of which is filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference. Registration Rights Agreements In connection with the Private Placements, the Company entered into registration rights agreements (the "Registration Rights Agreements") with each investor pursuant to which the Company agreed to file a resale registration statement as soon as reasonably practicable. The foregoing description of the Registration Rights Agreements is not complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference. Voting Agreement In connection with the P

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