OneMedNet Corp. Enters Material Definitive Agreement

TL;DR

OneMedNet Corp. just signed a big deal for unregistered equity sales. Keep an eye on this.

AI Summary

On September 24, 2024, OneMedNet Corp. entered into a Material Definitive Agreement related to the unregistered sale of equity securities. The company, formerly known as Data Knights Acquisition Corp., is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing indicates a significant transaction for OneMedNet Corp., potentially impacting its financial structure and future operations through the sale of equity securities.

Risk Assessment

Risk Level: medium — The filing concerns unregistered sales of equity securities, which can carry higher risks due to less regulatory oversight and potential liquidity issues.

Key Numbers

• 001-40386 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• OneMedNet Corp. (company) — Registrant
• Data Knights Acquisition Corp. (company) — Former company name
• September 24, 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
• $1.7 m — gregate gross proceeds of approximately $1.7 million, before deducting fees and expens
• $0.65 — hares of its common stock at a price of $0.65 per share, warrants exercisable for 133
• $0.325 — ts common stock at an exercise price of $0.325 per share and pre-funded warrants exerc

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex4-1.htm (EX-4.1) — 106KB
• ex4-2.htm (EX-4.2) — 106KB
• ex10-1.htm (EX-10.1) — 233KB
• ex10-2.htm (EX-10.2) — 24KB
• ex10-3.htm (EX-10.3) — 24KB
• ex99-1.htm (EX-99.1) — 16KB
• 0001493152-24-038855.txt ( ) — 880KB
• onmd-20240924.xsd (EX-101.SCH) — 4KB
• onmd-20240924_def.xml (EX-101.DEF) — 29KB
• onmd-20240924_lab.xml (EX-101.LAB) — 36KB
• onmd-20240924_pre.xml (EX-101.PRE) — 27KB
• 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): September 24, 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 Agreement On September 24, 2024, OneMedNet Corporation, a Delaware corporation ("the Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor (the "Investor") in connection with the private placement of its common stock, warrants and pre-funded warrants (the "Private Placement") with aggregate gross proceeds of approximately $1.7 million, before deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. Pending use of the funds, the Company plans to use a portion of the net proceeds to purchase Bitcoin ($BTC). There is no guarantee on the holding period for the purchased Bitcoin. The Private Placement closed on September 25, 2024. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Investor 1,918,591 shares of its common stock at a price of $0.65 per share, warrants exercisable for 133,095 shares of its common stock at an exercise price of $0.325 per share and pre-funded warrants exercisable for 743,314 shares of its common stock at an exercise price of $0.65 per share. The Investor was required to prepay the exercise price for the pre-funded warrants, other than $0.0001 per share. The warrants and 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, warrants 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 an institutional accredited investor 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 Agreement, warrants and the pre-funded warrants are not complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement, form of warrant and form of pre-funded warrant, respectively, each of which is filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference. Amendment to Registration Rights Agreement In connection with the Private Placement, the Company and the Investor entered into an amendment to a prior registration rights agreement (the "Amendment to Registration Rights Agreement") to cover the securities issued in the Private Placement. Pursuant to the registration rights agreement, as amended, the Company agreed to file a resale registration statement as soon as reasonably practicable. The foregoing description of the Amendment to Registration Rights

View Full Filing

View this 8-K filing on SEC EDGAR