OneMedNet Corp Files S-1/A Amendment

TL;DR

OneMedNet (ONMD) filed an S-1/A, updating their public filing status. Keep an eye on future disclosures.

AI Summary

OneMedNet Corp filed an S-1/A on February 3, 2025, to update its registration statement. The company, formerly known as Data Knights Acquisition Corp. until March 4, 2021, is based in Surrey, UK, and operates in the commercial physical & biological research sector. This filing is an amendment to a previous registration, indicating ongoing efforts to comply with SEC regulations for public offerings or reporting.

Why It Matters

This S-1/A filing signifies that OneMedNet Corp is actively engaged in the process of public market compliance or offering, which could impact its access to capital and future strategic decisions.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with companies undergoing significant corporate actions like IPOs or secondary offerings, which inherently carry market and execution risks.

Key Numbers

• 2024-09-30 — Reporting Period End (Indicates financial data up to this date is being reviewed or updated.)
• 2023-12-31 — Fiscal Year End (Defines the company's annual financial reporting cycle.)

Key Players & Entities

• OneMedNet Corp (company) — Filer of the S-1/A
• Data Knights Acquisition Corp. (company) — Former name of OneMedNet Corp
• 20210304 (date) — Date of name change from Data Knights Acquisition Corp.
• 20250203 (date) — Filing date of the S-1/A
• 333-276130 (dollar_amount) — SEC file number for the registration

FAQ

Key Financial Figures

• $0.0001 — 5,275 shares of common stock, par value $0.0001 per share (the " Common Stock "), of On
• $10.00 — ompany (" Data Knights ") at a price of $10.00 per unit with each unit consisting of o
• $11.50 — one share of Common Stock at a price of $11.50 per share), and (ii) up to an aggregate
• $5,852,750 — nit, for an aggregate purchase price of $5,852,750, with each unit consisting of one share
• $1,714,893.64 — Stock issuable upon conversion of up to $1,714,893.64 of OneMedNet Senior Secured Convertible
• $1.14 — IPE Notes), subject to a floor price of $1.14 per share of Common Stock pursuant to t
• $0.87 — ), and EF Hutton LLC (" EF Hutton ") at $0.87 per share of Common Stock (lowest VWAP
• $0.7535 — Stock issuable at a conversion rate of $0.7535 per share of Common Stock (95% of VWAP
• $0.7932 — ommon Stock (95% of VWAP 10-day average $0.7932) for an aggregate $1,600,000 investment
• $1,600,000 — 0-day average $0.7932) for an aggregate $1,600,000 investment in the Company by Dr. Thomas
• $25,000 — Knights for aggregate consideration of $25,000, or approximately $0.009 per share, and
• $0.009 — sideration of $25,000, or approximately $0.009 per share, and [] shares of Common Stoc
• $1,500,000 — mon Stock issuable upon conversion of a $1,500,000 convertible promissory note, of which $
• $500,000 — 0 convertible promissory note, of which $500,000 remains outstanding, (the " Yorkville N
• $1.3408 — version price equal to the lower of (A) $1.3408 per share, and (B) 90% of the lowest da

Filing Documents

• forms-1a.htm (S-1/A) — 4190KB
• ex4-6.htm (EX-4.6) — 17KB
• ex10-24.htm (EX-10.24) — 21KB
• ex10-25.htm (EX-10.25) — 141KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 41KB
• forms-1_001.jpg (GRAPHIC) — 4KB
• forms-1_012.jpg (GRAPHIC) — 87KB
• forms-1_013.jpg (GRAPHIC) — 67KB
• forms-1_014.jpg (GRAPHIC) — 80KB
• forms-1_015.jpg (GRAPHIC) — 54KB
• forms-1_016.jpg (GRAPHIC) — 90KB
• forms-1_017.jpg (GRAPHIC) — 115KB
• forms-1_018.jpg (GRAPHIC) — 78KB
• 0001493152-25-004524.txt ( ) — 21467KB
• onmd-20240930.xsd (EX-101.SCH) — 82KB
• onmd-20240930_cal.xml (EX-101.CAL) — 119KB
• onmd-20240930_def.xml (EX-101.DEF) — 498KB
• onmd-20240930_lab.xml (EX-101.LAB) — 604KB
• onmd-20240930_pre.xml (EX-101.PRE) — 584KB
• forms-1a_htm.xml (XML) — 4680KB

USE OF PROCEEDS

USE OF PROCEEDS 31 DETERMINATION OF OFFERING PRICE 32 MARKET INFORMATION FOR COMMON STOCK AND DIVIDENDS 33

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34

BUSINESS

BUSINESS 45 MANAGEMENT 62 EXECUTIVE AND DIRECTOR COMPENSATION 66 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 67 PRINCIPAL SECURITYHOLDERS 69 SELLING SECURITYHOLDERS 70

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 72 CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES 79 PLAN OF DISTRIBUTION 85 LEGAL MATTERS 87 EXPERTS 87 WHERE YOU CAN FIND MORE INFORMATION 87 INDEX TO FINANCIAL INFORMATION F-1

-INFORMATION NOT REQUIRED IN PROSPECTUS

PART II-INFORMATION NOT REQUIRED IN PROSPECTUS II-1 EXHIBIT INDEX II-4

SIGNATURES

SIGNATURES II-7 You should rely only on the information contained in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date. Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. By using a shelf registration statement, the Selling Securityholders may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings. We will not receive any proceeds from the sale of Common Stock or Warrants by the Selling Securityholders. This prospectus provides you with a general description of the securities that the Selling Securityholders may offer. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information

forward-looking statements by terms such as "anticipate," "believe," "continue," "could,"

forward-looking statements by terms such as "anticipate," "believe," "continue," "could," "depends," "estimate," "expects," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would" or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this prospectus include, without limitation, statements reflecting management's expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, and operating expenses. Forward-looking actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to

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View this S-1/A filing on SEC EDGAR