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): December 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 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 7.01.

Regulation FD Disclosure.

 

As previously disclosed, OneMedNet Corporation (the “Company”) received notices from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of the Company not having timely filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 (the “Form 10-Qs”).

 

On December 23, 2024, the Company received notice (the “Notice”) from Nasdaq informing the Company that it has regained compliance with the Rule upon the filing of the Form 10-Qs with the SEC, and the matter is now closed.

 

On December 30, 2024, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report for Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated December 30, 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: December 30, 2024

 

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

 

 

 

Exhibit 99.1

 

OneMedNet Regains Compliance with NASDAQ
Periodic Filing Requirements

 

MINNEAPOLIS, December 30, 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 that the Company regained compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) based on the filing of its periodic reports on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 2024. The Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming compliance with the Rule.

 

Aaron Green, Chief Executive Officer, stated, “We are pleased to have filed our financial results for the first three quarters of 2024. Together with the recently completed reaudit of our 2023 financial statements, we are now current on our periodic financial reporting and can focus on growing our business going forward.”

During the second half of 2024, we developed and started to execute on our strategic plan by:

 

	●	Appointing Bob Golden as Chief Financial Officer on an interim basis to oversee enhancements in the Company’s financial reporting processes.
	●	Hiring a Director of Business Development, Margaret Nash, and Vice President of Marketing, Michael Wong, to continue to build our commercial presence with Life Science organizations, additionally recently signing an agreement with Bayer’s AI Innovation Platform (AIIP) announced in early December.
	●	Enhancing our Data De-Identification and curation service leveraging Generative AI and deploying OneMedNet’s 2.0 generation indexer OMNi, to improve the speed and accuracy of data searching and indexing.
	●	Refreshing the composition of the Company’s Board of Directors with three new directors who have relevant industry, financial and public company expertise.
	●	Improving liquidity by raising approximately $6.4M in private placements with Off the Chain Capital and an affiliate of Discovery Capital Management.
	●	Enhancing treasury management with a Bitcoin on the balance sheet strategy.

 

OneMedNet is now in a position to take advantage of the growing Real World Data market with a meaningful market share.

 

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 maintaining a minimum bid price of $1.00 per share and a minimum value of listed securities; 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, VP Marketing

Email: [e-mail]

 

SOURCE: ONEMEDNET CORPORATION

 

 

Cover	Dec. 23, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 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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