Form 8-K - Current report

 

 

 

UNITED STATES

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): November 21, 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 communications 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-commencement 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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 21, 2024, OneMedNet Corporation (the “Company”) received an expected delinquency notification letter (the “Notice”) from the Listing Qualifications Department staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “New Delinquent Filing”) by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).

 

Previously, the Staff granted the Company an exception until December 11, 2024 to file its delinquent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 (collectively with the New Delinquent Filing, the “Delinquent Filings”). As a result, any additional Staff exception to allow the Company to regain compliance with all delinquent filings, including the New Delinquent Filing, will be required to be filed by December 11, 2024. In accordance with Nasdaq’s listing rules, the Company has until December 6, 2024 to submit to the Staff an update to the Company’s original plan to regain compliance with the Rule (the “Updated Plan”).

 

Neither the Notice nor the Company’s noncompliance with the Rule has an immediate effect on the listing or trading of the Company’s securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbols “ONMD” and “ONMDW.” The Company continues to work diligently to complete the Delinquent Filings and plans to file the same as promptly as possible to regain compliance with the Rule. The Company currently expects to prepare and file the Delinquent Filings on or before December 11, 2024, although there can be no guarantee that the Delinquent Filings are filed within the required timeframe. Additionally, the Company intends to submit the Updated Plan on or before December 6, 2024. There can be no assurance that the Updated Plan will be accepted by the Staff or that the Company will be able to regain compliance with the minimum requirements of the Nasdaq listing rules.

 

As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on November 27, 2024, announcing that it had received the Notice, its plan for compliance and other matters. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated November 27, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

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.

 

Dated: November 27, 2024

 

	ONEMEDNET CORPORATION
	By:	/s/ Aaron Green
		Aaron Green
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

OneMedNet Announces Receipt of Nasdaq Notice Regarding Delayed Form 10-Q

 

MINNEAPOLIS, November 27, 2024 (GLOBENEWSWIRE) – OneMedNet Corporation (Nasdaq: ONMD) (“OneMedNet” or the “Company”), a global provider of clinical imaging innovation and curator of regulatory-grade Imaging Real World Data (“iRWD™”), inclusive of electronic health records, laboratory results and, uniquely, medical imaging, today announced the Company received an expected notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, due to the Company’s failure to timely file its Form 10-Q for the fiscal quarter ended September 30, 2024 (the “New Delinquent Filing”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC.

 

Previously, Nasdaq granted the Company an exception until December 11, 2024 to file its delinquent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 (collectively with the New Delinquent Filing, the “Delinquent Filings”). As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, including the New Delinquent Filing, will be required to be filed by December 11, 2024. In accordance with Nasdaq’s listing rules, the Company has until December 6, 2024 to submit to Nasdaq an update to the Company’s original plan to regain compliance with the Rule.

 

The Company is working diligently to complete the Delinquent Filings. The Company intends to file the Delinquent Filings as soon as practicable to regain compliance with the Nasdaq Listing Rules.

 

No assurance can be given that the Company will be able to regain compliance with the aforementioned listing requirement or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules.

 

The Notice has no immediate effect on the listing of the Company’s common stock or warrants on The Nasdaq Capital Market.

 

About OneMedNet Corporation

 

OneMedNet provides innovative solutions that unlock the significant value contained within the Real-World Data (“RWD”) repositories of over 1,400 healthcare system and provider sites that currently comprise its iRWD™ network. OneMedNet’s proprietary iRWD™ platform provides secure, comprehensive management of diverse clinical data types, including electronic health records, ECGs, EEGs, prescriptions, physician notes, laboratory results, and uniquely, medical imaging. Employing its robust iRWD™ platform, the Company securely de-identifies, searches, and curates the clinical data, bringing a wealth of internal and third-party research opportunities to its drug, medical device and imaging/diagnostic AI development customers.

 

OneMedNet’s platform is designed to address diverse clinical requirements across various domains, such as rare diseases, central nervous system disorders, oncology, cardiology and women’s health. The Company is committed to delivering precise and robust research support services that span the entire continuum of care. This commitment is a cornerstone of OneMedNet’s strategy to enhance patient outcomes and help pave the next wave of healthcare innovation. For more information, please visit www.onemednet.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of OneMedNet; our ability to keep pace with new technology and changing market needs; the competitive environment of our business; the timeline for the Company to regain compliance with the listing rules of The Nasdaq Stock Market LLC relating to the timely filing of periodic reports with the SEC; risks inherent with investing in Bitcoin, including Bitcoin’s volatility; and our ability to implement our Bitcoin treasury strategy and its effects on our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

 

OneMedNet Contacts:

 

Michael Wong, Director of Marketing

Phone: [phone]

Email: [e-mail]

 

SOURCE: ONEMEDNET CORPORATION

 

 

Cover	Nov. 21, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2024
Entity File Number	001-40386
Entity Registrant Name	ONEMEDNET CORPORATION
Entity Central Index Key	0001849380
Entity Tax Identification Number	86-2076743
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6385 Old Shady Oak Road
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	800
Local Phone Number	918-7189
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ONMD
Security Exchange Name	NASDAQ
Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	ONMDW
Security Exchange Name	NASDAQ

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