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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
For
the fiscal year ended December 31, 2023 |
|
|
|
|
|
or |
|
|
|
|
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For
the transition period from ___ to ___
Commission
File Number: 001-40386
![Text, logo
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_001.jpg)
ONEMEDNET
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
86-2076743 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(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
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
stock, par value $0.0001 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 |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Yes ☐ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
|
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
|
|
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
As
of April 2, 2024, the aggregate market value of the common equity of the registrant held by non-affiliates was $88,480
(based on the closing sales price of the shares of common stock on April 2, 2024 of $0.79.
As
of April 2, 2024, there were there were 23,850,010 shares of common stock, par value $0.0001 per share, issued and outstanding, and
0 shares of preferred stock, par value $0.0001 per share, of the registrant issued and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
The
registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended
December 31, 2023. Portions of such proxy statement are incorporated by reference into Items 10, 11, 12, 13, and 14 of Part III of this
Annual Report on Form 10-K.
As
used in this Annual Report on Form 10-K, unless otherwise indicated or the context otherwise requires, references to “we,”
“us,” “our,” “OneMedNet” and the “Company” refer OneMedNet Corporation (f/k/a Data Knights
Acquisition Corp.), a Delaware corporation, and its consolidated subsidiaries following the effective time of the business combination
between Data Knights Acquisition Corp. and OneMedNet (the “Business Combination”) pursuant to an agreement and plan of merger,
dated April 25, 2022 (the “Merger Agreement”), by and among Company, Data Knights Merger Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of the Company (“Merger Sub”), OneMedNet, Data Knights, LLC, a Delaware limited liability company
(“Sponsor” or “Purchaser Representative”) that closed on November 7, 2023.
ONEMEDNET
CORPORATION
ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023
INDEX
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements that we make from time to time, including statements contained in this Annual Report on Form 10-K constitute “forward-looking
statements” within the meaning Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements
other than statements of historical facts contained in this Annual Report on Form 10-K are forward-looking statements. The forward-looking
statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and
results of operations. In some cases, you can identify these 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 Annual Report on Form 10-K 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
statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our
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 differ from
these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this Annual Report on Form
10-K. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties
that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:
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our
projected financial position and estimated cash burn rate; |
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our
estimates regarding expenses, future revenues and capital requirements; |
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our
ability to continue as a going concern; |
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our
ability to raise substantial additional capital in sufficient amounts or on acceptable terms to fund our operations and our business
plan; |
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our
ability to reverse the recent decline in our revenue and resume growing our revenue; |
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our
ability to compete in the global space industry; |
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our
ability to obtain and maintain intellectual property protection for our current products and services; |
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our
ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or
protect our intellectual property rights; |
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the
possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights
and that we may incur substantial costs and be required to devote substantial time defending against
these
claims; |
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our
reliance on third-party suppliers and manufacturers; |
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the
success of competing products or services that are or become available; |
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our
ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;
and |
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the
potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to
limit our commercialization of our products and services. |
These
forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk
Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is
not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus
may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events
and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither
we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation
to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual
results or to changes in our expectations.
You
should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration
statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and
events and circumstances may be materially different from what we expect. As a result of a number of known and unknown risks and uncertainties,
our actual results or performance may be materially different from those expressed or implied by these forward-looking statements including
those described in the “Risk Factors” section beginning on page 31 and elsewhere in this prospectus.
PART
I
Item
1. Business
Company
Overview
OneMedNet
is a global provider of clinical imaging innovation and curator of regulatory-grade Imaging Real-World Data or iRWDTM. OneMedNet’s
innovative solutions connect healthcare providers and patients satisfying a crucial need within the Life Sciences field offering direct
access to clinical images and the associated contextual patient record. OneMedNet’s innovative technology proved the commercial
and regulatory viability of imaging Real-World Data, an emerging market, and provides regulatory-grade image-centric iRWDTM
that exactly matches OMN’s Life Science partners Case Selection Protocols and paves the way for Real World Evidence.
OneMedNet
was founded to solve a deficiency in how clinical images were shared between healthcare providers. This resulted in OMN’s initial
product BEAMTM image exchange that enabled the successful sharing of images for more than a decade with OMN’s largest
customer being the Country of Ireland.
OneMedNet
continued to innovate by responding to the demand for and utilization of Real-World Data and Real-World Evidence, specifically data that
focused on clinical images with its associated contextual clinical record. We were able to leverage internal technological competencies
along with OneMedNet’s formidable healthcare provider installed base from its first product with BEAMTM to become the
first RWD solution for Life Science companies with its launch of iRWDTM in 2019.
OneMedNet
provides innovative solutions that unlock the significant value contained within clinical image archives. With a growing federated network
of 95+ healthcare facilities, OneMedNet has the immediate ability to quickly search and extensively curate multi-layer data from a Federated
group of healthcare facilities. The term “healthcare facilities” refers specifically to the hospitals, integrated delivery
networks (“IDNs”) and imaging centers that provide imaging to OneMedNet, which represent the core source of our data. At
present, OneMedNet works with more than 95 facilities who provide regulatory grade imaging to us. OneMedNet has access to these more
than 95 facilities because these 95+ contracted facilities have more than 200 locations among them including offices and clinics, which
in total generates regulatory grade imaging from more than 200 customers. Among these customers, all are data providers and some are
data purchasers.
OneMedNet
is ahead of the curve when it comes to providing fast and secure access to curated medical images. Initially, it was all about solving
the diverse access needs of patient care providers. This focus systematically evolved to addressing the rapidly growing needs of image
analysis and researchers, clinicians, regulators, scientists and more.
![](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_002.jpg)
Real-world
data is any data that is collected in the context of the routine delivery of care, in contrast to data collected within a clinical trial
where study design controls variability in ways that are not representative of real-world care and outcomes.
A
key component driving its mission is that OneMedNet believes we have a unique opportunity to affect a material positive impact on the
lives of tens of millions of people while improving our customers’ business productivity. First and foremost, OneMedNet’s
iRWDTM offering plays a significant role in enabling Life Science companies to bring safer and more effective patient care
to market sooner. Using our highly curated de-identified clinical data in our iRWDTM offering in Life Science product development,
validation, and regulatory approval processes, they contribute to patient care advancements in more meaningful ways. Moreover, Life Sciences
improve their product development and validation processes, which benefits all parties.
Significant
documentation exists that shows that Real-World Data can provide expanded insights across broader and more representative patient populations.
For this reason, the Food and Drug Administration (“FDA”) has instituted Real-World Data guidelines for regulatory approvals.
Utilization of highly reliable and quality Real-World Data that strictly adheres to all of the very specific data stratification requirements
can supplement or supplant clinical trials.
OneMedNet
covers the complete value chain in imaging Real-World Data; it begins with our 10+ year federated network of providers and is supported
by a multi-faceted data curation process managed by an expert in-house clinical team. Additionally, we work hand-in-hand with our Life
Science partners regarding the Case Selection Protocol and when required producing Case Report Forms for regulatory clearance. We are
focused on delivering value by supporting Life Science Advancements with OneMedNet’s iRWDTM which holds the key to unlocking
boundless patient care advances. We unleash the power of research-grade image-centric iRWDTM that is highly curated to painstakingly
meet every cohort requirement and stand up to all of the rigors of prospective clinical trials.
Today,
life science companies, including pharmaceutical companies, artificial intelligence (AI) developers, medical device businesses, and clinical
research organizations share the same widespread challenge in obtaining insight-rich, high-quality patient data that explicitly matches
their precise cohort specifications. A substantial portion of patient diagnosis involves clinical imaging and approximately 90% of healthcare
data, by size, is associated with imaging. Historically, much of imaging value has been derived from its initial review and further gains
from the image archives have been very limited.
We
help providers to “Unlock the Value in Imaging Archives”.TM By utilizing OneMedNet’s iRWDTM offering,
providers can greatly improve their research efforts with streamlined data access. Health care providers such as hospitals, clinics,
and imaging centers can also accelerate life science patient care innovations by sharing de-identified data in a well-defined and de-identified
and secure manner. In return for doing so, income is generated and applied to critical and possibly unfunded provider projects.
The
OneMedNet Difference
OneMedNet
has been a leader in the business of extracting, securing, and transferring medical data for 12+ years. Doing so requires specialized
expertise in:
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Compliancy
(HIPAA, GDPR, 21 Part11) |
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Advanced
privacy & security measures |
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Clinical
patient condition(s) and hospital processes |
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Radiology
interpretation |
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AI/ML
technology |
Attaining
in-house expertise in all essential elements is quite a challenge and deters many organizations from even attempting such a venture.
We take pride in this ambitious achievement – while continually working to maintain state-of-the-art expertise. OneMedNet strictly
adheres to the highest level of professional and ethical standards and applicable regulations throughout all interactions and activities.
We
believe there is a reason OneMedNet is the leader in an uncrowded field of regulatory-grade imaging RWD curators. Doing so requires specialized
expertise in AI/ML technology, data privacy/security, as well as expertise in clinical patient condition(s) and healthcare record keeping.
Having, or achieving, expertise in all essential disciplines is a challenging achievement. OneMedNet had a significant head start with
our clinical image exchange solution which served to launch the Company nearly a decade ago. All data remains “native” within
the federated OneMedNet iRWDTM provider network – meaning all the data remains locally onsite until specific de-identified
data is licensed for a particular Life Science research opportunity.
![A close-up of a text
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_003.jpg)
OneMedNet’s
Competitive Advantages
We
believe that OneMedNet iRWDTM offers the best of advanced technology, clinical expert curation, and service. Medical imaging
and associated clinical data is indexed at each network site using state-of-the-art AI/ML technology. This typically includes electronic
health records (“EHR”), radiology, cardiology, lab, path and more. Our in-house clinical team performs intensive curation
of the data ensuring that results meet the exact specification and requirements of Life Science Data Collection Protocol (“DCP”)
– regardless of the complexity.
We
believe that OneMedNet unlocks the value in imaging and electronic health records data in the following three principal ways:
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Regulatory
Grade — Our imaging results serve as proof of effectiveness for regulatory agencies, meeting requirements for quality &
diversity; |
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On
Demand — Our powerful indexing platform access and harmonizes complete patient profiles across fragmented data silos,
delivering images and records on-demand; |
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Expertly
Curated — We curate to the most stringent multi-level stratified requirements, providing unmatched data accuracy and
completeness. |
![A diagram of a data security system
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_004.jpg)
OneMedNet’s
data is fully de-identified using a multi-step quality control process and goes beyond PHI to include PII (personally identifiable information),
SII (Site Identifiable Information), and more. Importantly, Life Science users receive the data in the exact format that they require.
No data sifting or manipulation is needed. The data is simply ready for use. Moreover, OneMedNet has the unique combination of knowledge,
tools, and experience to:
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Access
and harmonize complete patient profiles across fragmented data silos; |
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Provide
unmatched data accuracy and completeness; |
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Ensure
the security and privacy of patients’ Protected Health Information (PHI)Imaging RWD is our singular passion and focus and no
one does it better. |
Finally,
OneMedNet has the most experienced and clinically trained data curators in the industry. This team appreciates the complexity and criticality
of clinical data and can effectively communicate with both Provider and Life Science specialists.
![A diagram of a company's company
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_005.jpg)
Industry
Background
A
2016 analysis published in the Journal of Health Economics and authored by the Tufts Center for the Study of Drug Development placed
the cost of bringing a drug to market, including post-approval research and development, at a staggering $2.87 billion. Meanwhile, a
2018 study from the Tufts Center noted that the timeline for new drug development ranged from 12.8 years for the average drug to 17.2
years for ultra-orphan drugs that only affect several hundred patients. This places the onus on life science organizations to find ways
to deliver treatments to patients faster — especially those who cannot wait 17 years for a potentially life-saving
treatment. Knowing how a medicinal product is actually used by patients can help stakeholders across the healthcare ecosystem make important
and potentially life-saving real-time decisions.
Real-World
Data is observational data typically gathered when an approved medical product is on the market and used by “real” patients
in real life, as opposed to clinical trials or real world images for real patients. The FDA cites several potential sources of Real-World
Data, including electronic health records (“EHRs”), claims, disease and product registries, there are multiple types of data
including structured and unstructured data, clinical and billing data, transactional and claims data, patient-generated data, and data
gathered from additional sources that can shed light on a patient’s health status and more. As reliance on healthcare data grows
exponentially, OneMedNet has observed that the reliance on information has increased coming from multiple additional sources including
EHRs, claims, registries, clinical trials, patient and provider surveys, wearable devices and more. These additional sources include
the internet of things (“IoT”), social media forums and blogs. Real-World Data has the potential to break down inefficiencies
and fill gaps in information silos among stakeholders throughout the healthcare ecosystem of providers, payers, manufacturers, government
entities and patients. This information sharing, in turn, enables all parties to derive new insights, support value-based care and deliver
better health outcomes.
Commercializing
a drug requires its developer to harness various sources of Real-World Data to identify patient populations and refine sales and marketing
strategies for those populations among many other undertakings. Historically, this practice involved purchasing large amounts of data
from data aggregators or data platforms, if not directly from the source itself, sometimes without much knowledge about the quality of
the data. Preparing this data for analysis is both expensive and time-consuming thus many organizations would outsource the process to
consultants or third-party vendors; moreover, the process of preparing this data for analysis by untrained consultants can yield a static
analysis that is difficult to modify or rerun in response to follow-up questions or potential discrepancies.
Definitions
of Real-World Data and Real-World Evidence
Real-World
Data has become a powerful tool in the life sciences industry. After decades of relying on clinical data as the gold standard for decision
making, industry leaders now recognize how data collected in the real world adds valuable context and insight to their efforts. From
identifying unmet medical needs and defining the patient journey, to supporting regulatory submissions, proving value to payers, and
shaping market strategies, Real-World Data adds value at every stage of the drug development lifecycle. Real-World Data also sets the
foundation for Real World Evidence, and while the terms are often used interchangeably, they are distinct and they are changing health
care. Here’s how it happens:
1. |
First,
Real-World Data are data relating to patient health status and/or the delivery of health care routinely collected from a variety of
sources. Real-World Data is aggregated and transformed such as through OneMedNet’s robust analytics. Real-World Data are the
data relating to patient health status and/or the delivery of health care routinely collected from a variety of sources. There are
many different types, sources and uses of Real-World Data, for example: |
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Clinical
Data — For example, clinical data from EHRs and case report forms (“eCRF”) including biopsies and other
Pathology tests, diagnostic imaging, social determinants of health, cancer organoids, that provide patient demographics, family
history, comorbidities, procedure and treatment history, and outcomes. |
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Patient
Generated Data — For example, patient-generated data from patient-reported outcome surveys, which data provide insights
directly from the patient, and they help researchers understand what happens outside of clinic visits, procedures, and hospital
stays. |
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Cost
and Utilization Data (Qualitative Studies) — For example, cost and utilization data from claims and public
datasets, which data provides information regarding healthcare services utilization, population coverage, and prescribing
patterns. |
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Public
Health Data — For example, public health data from various government data sources. These add critical information
to enable stakeholders to best serve the needs of the populations they serve. |
The
availability of medical imaging in Real-World Data such as that provided by OneMedNet is facilitated by the development of digital image
analysis to increase the accuracy of diagnostics and conduct passive screening on large databases of medical images using artificial-intelligence
(“AI”) algorithms such as those applied by OneMedNet. Algorithms can also help identify additional diagnostic tests of value
from medical images with pathology.
Real-World
Evidence is the clinical evidence regarding the usage and potential benefits or risks of a medical product derived from analysis of Real-World
Data, as defined by the Food and Drug Administration. Real-World Evidence can be generated by different study designs or analyses, including
but not limited to, randomized trials, including large simple trials, pragmatic trials, and observational studies (prospective and/or
retrospective). The difference in Real World Evidence and Real World Data focuses on the end use case. Real World Data can take the form
of claims, electronic health records, labs, data etc. Often this insight is used to better understand a patient’s journey or a
natural history of a disorder (how does a disease progress if left untreated.)
![A diagram of data and information
Description automatically generated with medium confidence](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_006.jpg)
Real
World Evidence in contrast builds upon many of these data sets and prepares them for submission, as part of regulatory review such as
to the Food and Drug Administration or the European Medicines Agency, for example, in support of a customer’s clinical trial application.
When data and in particular imaging data is submitted to the FDA the agency requires the following:
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Guard
against biased — evidence must align with the patient population being study — expectations focus
on the similar patient demographics, comorbidities, disease severity, etc.; |
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Traceability — confirm
the chain of custody, the source of the data is known and can be validated if required; and |
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Go
forward basis — regulatory agencies seek evidence that aligns with the trials timeframe and when possible
collect evidence that mirrors the clinical trials timeline. |
One
area where Real World Evidence has been relief on heavily relates to oncology approvals. Food and Drug Administration’s Oncology
Center of Excellence actually presented an analysis of this at American Society of Clinical Oncology in 2021, looking at oncology applications
containing Real-World Data and Real-World Evidence. That analysis looked at 94 applications that were submitted from 2011-2020 and showed
that inclusion of Real-World Data to support regulatory decision-making has increased dramatically over that period. In 2020 alone, there
were 28 submissions for oncology products that contained Real-World Data. Outside of the oncology context, probably the most notable
recent example of an approval relying on Real World Evidence is the July 2021 approval of a new indication for Astellas’ drug Program
(or tacrolimus) for the prevention of organ rejection in lung transplant patients. The approval there was based on a non-interventional
study providing Real-World Evidence of effectiveness. FDA’s press release announcing the approval noted that the approval was “significant
because it reflects how a well-designed, non-interventional study relying on fit-for-purpose real-world data, when compared to a suitable
control, can be considered adequate and well-controlled under FDA regulations.”
An
additional recent approval of note was the December 2021 approval of the supplemental BLA for Orencia to prevent graft versus host disease.
The application included data from a randomized clinical trial, with additional evidence of effectiveness provided by a registry-based
clinical study that was conducted using real-world data from the Center for International Blood and Marrow Transplant Research. And that
registry study analyzed outcomes of 54 patients treated with Orencia for the prevention of graft versus host disease, in combination
with standard immunosuppressive drugs, versus 162 patients treated with the standard immunosuppressive drugs alone, and showed efficacy
in that indication.
AI
is employed in Real-World Data to enhance data anomaly detection, standardization, and quality checking at the pre-processing stage.
AI is expected to offer pharma and biotech companies the ability to increase meaningful Real World Evidence output, decrease time to
insights, and make the most of the available vast data sources. A Real World Evidence technology platform that delivers smart data processing,
analysis, and outcomes offers an unparalleled opportunity to capitalize on these computing advancements.
When
used as part of an overall comprehensive Real World Evidence strategy, AI innovations can enhance drug development, improve patient treatment
and access, and drive valuable new business opportunities.
In
post-marketing studies, adverse events reporting is an area where AI is used, creating greater automation and efficiency in historical
data sets. Techniques like natural language processing (“NLP”) enable AI to scan tens of thousands of records and quickly
find adverse event details. AI integrated analytics and automation provide access to crucial insights from historical clinical trial
Real-World Data and Real World Evidence, expanding end-to-end clinical trial capabilities:
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Data
ingestion — publicly/historical available Real-World Data |
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Text
extraction — NLP used to extract key entities from clinical trial documents |
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Data
transformation & standardization — data standardization using pre-built models |
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AI
model deployment — predicting trial design impacts on costs, feasibility, cycle times, and quality risk |
AI
is driving ground-breaking leaps in protein structure identification, and advances in regulations are providing healthcare research organizations
with access to real-world data to accelerate clinical trial processes. We believe that AI-enabled technologies have unparalleled potential
to offer innovative trial design and collection, organizing, and analyzing the increasing amount of data generated by clinical trials.
AI has many applications in clinical trials, both short and long-term. AI technologies make possible innovations crucial for transforming
clinical trials, such as seamlessly combining Phases I and II, developing novel patient-centered endpoints, and collecting and analyzing
Real-World Data.
OneMedNet
believes that AI tools also have wider benefits for hospitals and health systems. Professor Alexander Wong, University of Waterloo Canada
Research Chair in AI and Medical Imaging, points out that AI benefits include the potential to ease the burden on radiology departments
in terms of assessing scans and predicting upcoming demand for general hospital and intensive care beds, and demand for equipment such
as respirators and ventilators, medicines, masks, and ventilator mouthpieces, as well as aiding workforce planning.
Across
a diverse set of imaging modalities, digital images typically include metadata and/or annotations that may include protected health information
(e.g., patient name, date of birth). Although diagnostic images generally do not warrant the same level of privacy concerns as
genomic data, researchers must also remove facial characteristics or other features that could identify a patient.
Digital
image analysis can be used to support research and development by analyzing large volumes of tissue specimens or other medical images
to run molecular screens that model biomarkers and treatment responses by transplanting a portion of a patient’s tumor into humanized
mice or 3D tissue cultures derived from stem cells that resemble miniature organs. These models allow researchers to conduct controlled
laboratory experiments that can inform treatment approaches and link predicted treatment response to actual clinical outcomes by linking
this data to EHR, claims, and other sources of Real-World Data. Similarly, preclinical studies can be informed by safety assessments
conducted in animal models or studies of animal molecular biomarkers or anatomic abnormalities to minimize the burden on human study
participants. Findings can also inform clinical trial optimization by stratifying participants according to predicted response and determining
appropriate eligibility criteria.
2. |
Second,
Real-World Evidence is the clinical evidence about the usage and potential benefits or risks of a medical product derived from analysis
of Real-World Data. Real World Evidence provides clinically-rich insights into what actually happens in everyday practice and why. The
FD&C Act defines Real-World Evidence as “data regarding the usage, or the potential benefits or risks, of a drug derived
from sources other than traditional clinical trials.” In developing its Real-World Evidence program, FDA believes it is helpful
to distinguish between the sources of Real-World Data and the evidence derived from that data. |
Evaluating
Real-World Evidence in the context of regulatory decision-making depends not only on the evaluation of the methodologies used to generate
the evidence but also on the reliability and relevance of the underlying Real-World Data; these constructs may raise different types
of considerations. Real-World Evidence refers to evidence about the risks and benefits of a product derived from analysis of the Real-World
Data. For example, the FDA has used Real-World Data and Real-World Evidence, derived from its Sentinel system for monitoring the safety
of regulated products, in place of post-marketing studies. It has carried this out for nine potential safety issues involving five products.
Real-World
Evidence is the clinical evidence regarding the usage and potential benefits or risks of a medical product derived from analysis of Real-World
Data. Real World Evidence can be generated by different study designs or analysis, including but not limited to, randomized trials, including
large simple trials, pragmatic trials, and observational studies (prospective and/or retrospective).
Unlike
traditional clinical trials, where necessary data elements can be curated and collection mandated, the creation of Real World Evidence
requires assessing, validating and aggregating various, often disparate, sources of data available through routine clinical practice.
Real-world evidence is used by different stakeholders in many different ways.
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It
gives life sciences companies insight into how their drugs are being used. |
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It
helps providers improve the delivery of care. |
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It
enables regulatory authorities to monitor post-market safety and adverse events. |
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It
helps payers assess outcomes from treatments. |
From
Real-World Data to Real World Evidence
The
creation of Real World Evidence requires a combination of high-powered analytics, a validated approach and a robust knowledge of available
Real-World Data sources (e.g., what data is captured within existing quality registries, what data can be captured through electronic
health records and case report forms or claims, which patient organizations capture data on relevant patient cohorts). This process includes
several steps, which are summarized here:
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Defining
a study protocol answering relevant clinical questions. |
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2. |
Defining
which data elements can be collected from which Real-World Data sources. |
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3. |
Establishing
data capture arrangements and protocols with existing Real-World Data sources. |
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4. |
Blending
disparate data sources through probabilistic record matching algorithms. |
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5. |
Validating
and supplementing blended data through editable eCRFs. |
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6. |
Defining
and calculating clinically relevant outcomes and measures. |
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7. |
Appropriately
assessing and controlling for variability in data quality, availability and confounding patient factors affecting measured
outcomes. |
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8. |
Real
World Evidence can provide a holistic view of patients that in many cases cannot be studied through traditional clinical trials. |
Real
World Evidence has been proven to fill a gap between research (what we learn) and everyday practice (what we do) in healthcare, and it
creates a difference between what is expected to happen and what really happens. Driving measurable improvements in healthcare requires
us all to be rooted in the reality of what actually happens before, during, and after clinical procedures, interventions, and office
visits. Real World Evidence fill those gaps and documents the truth by establishing definitively what really happens when doctors treat
a wide range of patients that do not look like the homogeneous patient groups in a clinical trial. Because of this, Real World Evidence
serves many uses and provides many benefits across the healthcare ecosystem.
As
more countries battle to contain healthcare costs, and as the population ages and the number of patients with chronic diseases increases,
the need to remove inefficiencies and upgrade the delivery of coordinated care that improves outcomes is more pressing. At the same time,
life sciences companies are facing tumultuous times. Industry globalization, the end of the blockbuster era, and an increasingly complex
regulatory environment all add to the difficulty of bringing products to market. And across the board, companies are moving toward a
patient-centric and outcome-focused model. In this environment, Real World Evidence can be transformative for the industry when Real-World
Data is combined with the right technology framework and the regulatory intelligence to make sense of it. As data is consumed across
life sciences in different ways and by different stakeholders, it can provide valuable insights and “evidence” across the
product life cycle. In addition, stakeholders across the healthcare ecosystem use this new knowledge to support decision-making and improve
safety and effectiveness, and ultimately, patient outcomes.
Uses
of Real World Evidence in Life Sciences, Among Regulators, Clinicians, Researchers and Healthcare Systems
According
to repeated studies by Deloitte, the importance of Real World Evidence continues to rise as it promises to accelerate regulatory decision-making
and support the approval of new indications for drugs already on the market. Life Sciences, pharmaceutical and medical device companies
are significant consumers of Real World Evidence because it can provide value across the entire product lifecycle from pre-trial design
to clinical studies and trials to post-market surveillance. Medical product developers are using Real World Evidence to support clinical
trial designs (e.g., large simple trials, pragmatic clinical trials) and observational studies to generate innovative, new treatment
approaches.
Real
World Evidence can be used to make clinical trials more effective and efficient, for example in patient recruitment or label extension,
Real World Evidence gathered from other studies or from currently marketed products in a similar category, for example, can have a positive
effect on the product portfolio by exposing positive side effects as new potential indications. The most famous example is Viagra, which
was initially studied as a drug to lower blood pressure, but an unexpected side effect led to the drug ultimately being approved for
erectile dysfunction.
The
benefits of Real World Evidence derived from Real-World Data are increasingly being recognized by regulatory authorities. The FDA released
a framework for using Real World Evidence to support the process of drug regulation and submission. This is a major step toward recognizing
that clinical trials, while still relevant, are not the only way to assess the efficacy and safety of a product. Indeed, the FDA is soon
expected to conduct its first full post-market safety approval using only Real World Evidence.
Real
World Evidence is now accepted as a reliable source of information for regulatory decision making in certain circumstances. A primary
rationale for the FDA to use Real World Evidence E is to help support the approval of a new or extended use for a drug approved under
the FD&C Act and to help support or satisfy post-approval study requirements always with the condition that the data quality is up
to the standard required. In a recent statement, the FDA even noted how new tools for capturing data in the post-market period, including
more sophisticated use of Real-World Data and Real-World Evidence are providing new approaches to address important questions about the
safety and benefits of new drugs in real world settings and that these approaches have the potential to do to so more rapidly and with
greater efficiency than traditional methods.
Why
Do We Need Real-World Evidence?
There
is a gap between research (what we learn) and everyday practice (what we do) in healthcare, and it creates a difference between what
is expected to happen and what really happens. But it is what really happens that matters. Driving measurable improvements in healthcare
requires us all to be rooted in the reality of what actually happens before, during, and after clinical procedures, interventions, and
office visits. Real-World Evidence is here to fill those gaps and root us in truth. It tells us what really happens when doctors treat
a wide range of patients that don’t look like the homogeneous patient groups in a clinical trial. Because of this, Real-World Evidence
serves many uses and provides many benefits across the healthcare ecosystem.
Uses
of Real-World Evidence in Pharmaceutical and Device Companies
Pharmaceutical
and medical device companies are major consumers of Real-World Evidence, as it can provide value across the entire product lifecycle.
Real-World Evidence plays an important role for research across the product lifecycle for both pharmaceutical and device companies. It
can inform pre-trial study design by helping researchers identify potential patients and create proper inclusion criteria for clinical
trials. Much of medical innovation is driven by traditional clinical trials, where new pharmaceuticals and devices are rigorously studied
and tracked before they can be sold and widely distributed.
Although
clinical trials are incredibly important to determine the safety and efficacy of new technologies, when compared to real-world evidence
they do have some limitations. For example, traditional clinical trials can have strict inclusion criteria that makes it challenging
for providers to accurately extrapolate the results of a clinical trial to a broader population. Clinical trial participation is often
limited by who the study administrators are able to recruit, and various demographics are often not able to participate. This again challenges
the generalizability of clinical trial results across patient populations. Real-world evidence can help overcome the limitations of clinical
trials by providing information about a broader cross-section of society. This can help clinicians, researchers, and industry partners
better understand their products and how they work.
Once
a product is approved and marketed, Real-World Evidence assists pharmaceutical or medical device company understand their products’
relative safety, effectiveness, value, off-label use and more. This post-market surveillance, or post-marketing surveillance, is valuable
to stakeholders across the healthcare industry.
![A diagram of a patient's health
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_007.jpg)
The
AI-enabled patient enrichment and recruitment process can improve suitable cohorts and increase clinical trial effectiveness, data management,
analysis, and interpretation of multiple Real-World Data sources, including EHRs and medical imaging data. This presents a unique opportunity
for NLP to perform the sophisticated analysis necessary to combine genomic data with electronic medical records (“EMRs”)
and other patient data, present in various locations, owners, and formats — from handwritten paper copies to digital
medical images — to surface biomarkers that lead to endpoints that can be more efficiently measured, and thereby
identify and characterize appropriate patient subpopulations. AI-enabled systems can help to improve patient cohort composition and aid
with patient recruitment.
AI
technologies can help biopharma companies identify target locations, qualified investigators, and priority candidates and collect and
collate evidence to satisfy regulators that the trial process complies with good clinical practice (“GMP”) requirements.
One of the most important elements of a clinical trial is a selection of high-functioning investigator sites. Site qualities such as
resource availability, administrative procedures, and experienced clinicians with in-depth knowledge and understanding of the disease
can shape study timelines and data quality, accuracy, completeness, and consistency.
AI
integrated clinical trial programs can help monitor and manage patients by automating real-world data capture, sharing data across systems,
and digitalizing standard clinical assessments. AI technologies and wearable technologies can help enable continuous patient monitoring
and generate real-time insights into the safety and effectiveness of treatment while predicting the possible risk of dropouts, thereby
enhancing patient engagement and retention. To comply with trial adherence criteria, patients must keep detailed records of their medication
intake and other data points related to their bodily functions, response to medication, and daily protocols. This can be an overwhelming
and tedious task, leading to 40% of patients becoming non-adherent after 150 days into a clinical trial. Wearable devices/sensors and
video monitoring are used to collect patient data automatically and continuously, thereby relieving the patient of this task. In combination
with wearable technology, AI techniques offer new approaches to developing real-time, power-efficient, mobile, and personalized patient
monitoring systems.
Among
regulators, clinicians, academic researchers and healthcare systems, the reliance on curated Real World Evidence has grown significantly
because of the value it can provide, which is unique relative to each parties’ objectives and mandates. It also helps that the
FDA has also sharpened its focus on Real-World Data and Real World Evidence. For example, late last year, the FDA published proposed
guidance related to data standards for product submissions with Real-World Data and also weighed in on the use of Real-World Data and
Real World Evidence to support regulatory decision-making for drugs and biological products with specific advice for data from electronic
health records and medical claims. In addition, the FDA uses Real-World Data and Real World Evidence to monitor post-market safety and
adverse events and to make regulatory decisions. The health care community is using these data to support coverage decisions and to develop
guidelines and decision support tools for use in clinical practice.
AI
with deep-learning capability is also helpful in organizing and translating a vast amount of structured and unstructured data to RWE.
The human mind can possibly manage 4-5 variables, therefore, AI-enabled data mapping and integration and their normalization into a common
data model according to disease pathway and workflow will likely be useful for both quality management in clinical trials and generating
meaningful insight for human disease by providing a broader perspective based on real-world data.
Market
Size
The
global real world evidence solutions market size was estimated at USD 2.6 billion in 2023 and
is expected to grow at a compound annual growth rate (CAGR) of 8.4% from 2024 to 2030. The market growth is driven by rising demand for
enhanced Real-World Evidence (RWE) capabilities within the life science industry, reflecting an increasing market shift from volume to
value-based care. Advancements in data analytics and real-world evidence (RWE) contribute to supporting regulatory compliance, research,
and solution development efforts in medical device and life sciences organizations. For instance, the increased demand for Real-World
Evidence solutions is prompting players to introduce new products, fostering market growth. In October 2023, Maxis Clinical Sciences
launched Real-World Evidence Solutions, providing diverse real-world data capture and analysis to improve clinical research and care.
Government
initiatives supporting Real-World Evidence programs, evolving regulations, and actionable Real-World Data enable organizations to conduct
outcomes-based analyses, contributing to the overall market expansion. For instance, in December 2022, the FDA launched the Real-World
Evidence Program. This program aims to raise awareness that Real-World Evidence can support regulatory decisions, identify approaches
for generating Real-World Evidence to meet post-approval study requirements or effectiveness labeling and develop agency processes that
foster consistent decision-making and shared learning regarding Real-World Evidence.
![A graph of a market
Description automatically generated with medium confidence](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_008.jpg)
The
COVID-19 pandemic further accelerated the adoption of Real-World Evidence solutions, with governments collaborating with market players
to implement these solutions. For instance, in June 2021, ConcertAI and the FDA initiated a five-year collaborative research program,
Evaluation of Real-World Outcomes and Safety in the Treatment of Cancer. The partnership leverages ConcertAI’s oncology
Real-World Data and advanced AI technology solutions to generate Real-World Evidence for various clinical and regulatory use cases.
The
global real world evidence solutions market is projected to grow from $16.13 billion in 2023 to $36.24 billion by 2030, at a CAGR of
12.3%. The drug development and approvals segment accounted for the highest revenue share of around 28.9% in 2020. Real-world evidence
solutions services allow pharmaceutical companies and healthcare providers as well as payers for efficient management of operations and
accelerate the process of drug development and its approval, which fuels market growth. Support from regulatory bodies for using Real
World Evidence solutions and an increase in research and development spending are anticipated to boost the market growth.
The
RWE solution providers are increasingly forming strategic partnerships with AI solution providers to offer integrated solutions. For
instance, in April 2023, ConcertAI, a player in AI SaaS technology and RWE solutions for healthcare and life sciences, partnered with
PathAI, an AI-powered pathology provider, to introduce a first-in-class quantitative histopathology and curated clinical Real-World
Data solution. This collaboration integrates ConcertAI’s Patient360 and RWD360 products with
PathAI’s PathExplore tumor microenvironment panel. Based on end user, the global Real World Evidence solutions market is
segmented into pharmaceutical, biotechnology, and medical device companies; healthcare payers; healthcare providers; and other end-users
(academic research institutions, patient advocacy groups, regulators, and health technology assessment agencies). The large share of
this segment is primarily attributed to the increasing importance of Real World Evidence studies in drug development and approvals and
the growing need to avoid costly drug recalls and assess drug performance in real-world settings.
With
the growing need for evidence generated from Real-World Data, the increasing importance of epidemiological data in decision making, and
a shift from volume to value-based care, there has been an increased focus on patient registries, a rise in the adoption of EMR in hospitals,
and exponential growth in mobile health data and social media which have resulted in the generation of huge amounts of medical data.
In 2021, the real-world datasets segment is estimated to account for the larger share of 51.2% of the global real-world evidence solutions
market. According to Coherent Market Insights, the global Real-World Data market is estimated to
be valued at $1.59 billion in 2023 and is expected to exhibit a CAGR of 14.4% during the forecast period (2023-2030).
Our
Long-Term Growth Strategies
Our
long-term growth strategy is anchored on the following key pillars:
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Increase
Global Reach to Meet Demand: Our strategy is to continue growing our global footprint into areas where we expect high demand
growth in the global real world evidence solutions
market, which is projected to grow from $16.13 billion in 2023 to $36.24 billion by 2030, at a CAGR of 12.3%. There
is a rise in emphasis on evidence-based medicine that relies on Real-World Evidence, which comes from Real-World Data. Market players
in healthcare industries, including regulators, healthcare providers, and payers are becoming more aware of the importance of using
Real-World Data for making informed decisions regarding comparative effectiveness, treatment effectiveness, cost-effectiveness, and
safety. As a result, the demand for real world data solutions is increasing rapidly, which is further driving growth of the market.
Regulatory agencies such as the European Medicines Agency (EMA) and the U.S. Food and Drug Administration (FDA) are making use of
real-world evidence in regulatory decision making processes. These regulatory authorities have frameworks and guidelines for using
Real-World Evidence and Real-World Data in regulatory submissions, post-market surveillance, and drug approvals. As a result, the
demand for real-world data is rising, which in turn is expected to support growth of the market in the coming future.17 The
use of Real-World Evidence derived from Real-World Data demonstrates value and cost-effectiveness of medical devices and drugs for
healthcare technology assessment agencies and payers. With this Real-World Evidence, market access becomes easier and it also enables
reimbursement negotiations. This further facilities the inclusion of new therapies in the coverage of healthcare, which in turn creates
major opportunities in the global market. |
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Innovate
Our Commercial Approach to Drive Incremental Market Share: We intend to rapidly expand our sales network across the globe,
while simultaneously building out our sales infrastructure. We intend to focus on our target markets, which include (i) Imaging AI;
(ii) medical device companies; and (iii) pharmaceutical companies, as summarized here: |
![A screenshot of a device
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_009.jpg)
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Enhance
and Refine Our Service Offering: Building on our customer-centric mindset throughout our development, curation and commercial
processes, we plan to continue expanding and improving our service offering. As we continue to expand into additional geographies
globally, we plan to build upon these three pillars |
![A screenshot of a phone
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/form10-k_010.jpg)
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Expand
Our Product Offering: We plan to continually evaluate the benefits of expanding our portfolio into other high-growth, high-demand
Real-World Data and Real-World Evidence solutions in the future. |
Corporate
Information
We
were originally incorporated in Delaware on February 8, 2021 under the name “Data Knights Acquisition Corp” as a special
purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. On November 7, 2023, we held the Closing of the previously
announced Merger whereby Merger Sub merged with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), with
OneMedNet Solutions Corporation continuing as the surviving entity, which resulted in all of the issued and outstanding capital stock
of OneMedNet Solutions Corporation being exchanged for shares of the Company’s Common Stock upon the terms set forth in the Merger
Agreement.
The
Merger and other transactions that closed on November 7, 2023, pursuant to the Merger Agreement, led to Data Knights changing its name
to “OneMedNet Corporation” and the business of the Company became the business of OneMedNet Solutions Corporation. We are
located at 6385 Old Shady Oak Road, Suite 250, Eden Prairie, MN 55344 and reachable by telephone on 800-918-7189.
The
information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information
contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our Common Stock.
OneMedNet
Corporation a Delaware corporation (the “Company,” “we,” “us,” or “OneMedNet”) together
with its wholly-owned subsidiary OneMedNet Solutions Corporation, a Delaware corporation, founded on October 13, 2009 in the State of
Hawaii and later incorporated in the State of Delaware on November 20, 2015 and its wholly-owned subsidiary, OneMedNet Technologies (Canada)
Inc., incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia whose functional currency
is the Canadian dollar. All refences in this prospectus to the “Company,” “we,” “us,” or “OneMedNet”
include OneMedNet Solutions Corporation and its wholly-owned subsidiary, OneMedNet Technologies (Canada) Inc., incorporated on October
16, 2015 under the provisions of the Business Corporations Act of British Columbia whose functional currency is the Canadian dollar.
Recent
Developments
Closing
of Business Combination
OneMedNet
Corporation, a Delaware corporation (the “Company,” “we,” “us” or “OneMedNet”) together
with its wholly-owned subsidiary, OneMedNet Solutions Corporation, a Delaware corporation, and its wholly-owned subsidiary, OneMedNet
Technologies (Canada) Inc., incorporated under the provisions of the Business Corporations Act of British Columbia whose functional currency
is the Canadian dollar. All references in this prospectus to the “Company,” “we,” “us,” or “OneMedNet”
include OneMedNet Corporation and both OneMedNet Solutions Corporation and OneMedNet Technologies (Canada) Inc., except that references
to the “Company” “we,” “us,” or “Data Knights” in this Item 7 refer to OneMedNet Corporation
f/k/a Data Knights Acquisition Corp.
We
were originally incorporated in Delaware on February 8, 2021 under the name “Data Knights Acquisition Corp” as a special
purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. On May 11, 2021, we consummated an initial public offering.
On
November 7, 2023, following the approval at the special meeting of the shareholders of Data Knights Acquisition Corp., a Delaware corporation
held on October 17, 2023 (the “Special Meeting”), Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”)
and a wholly-owned subsidiary of Data Knights Acquisition Corp., a Delaware corporation (“Data Knights”), consummated a merger
(the “Merger”) with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation
(“OneMedNet”) pursuant to an agreement and plan of merger, dated as of April 25, 2022 (the “Merger Agreement”),
by and among Data Knights, Merger Sub, OneMedNet, Data Knights, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser
Representative”) in its capacity as the representative of the stockholders of Data Knights, and Paul Casey in his capacity as the
representative of the stockholders of OneMedNet (“Seller Representative”). Accordingly, the Merger Agreement was adopted,
and the Merger and other transactions contemplated thereby (collectively, the “Business Combination”) were approved and completed.
At
the closing, on November 7, 2023, of the Business Combination pursuant to the Merger Agreement, Merger Sub merged with and into OneMedNet
with OneMedNet surviving the Merger, as a wholly-owned subsidiary of Data Knights, and Data Knights changed its name to “OneMedNet
Corporation.”
The
Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Data
Knights was treated as the acquired company and OneMedNet Corporation was treated as the acquirer for financial statement reporting purposes.
Lock-up
Agreements
Effective
April 25, 2022, in connection with the execution of the Merger Agreement, certain stockholders of OneMedNet and certain of OneMedNet’s
officers and directors (such stockholders, the “Company Holders”) entered into a lock-up agreement (the “Lock-up Agreement”)
pursuant to which the Company Holders will be contractually restricted, during the Lock-up Period (as defined below), from selling or
transferring any of (i) their shares of OneMedNet common stock held immediately following the Closing and (ii) any of their shares of
OneMedNet common stock that result from converting securities held immediately following the Closing (the “Lock-up Shares”).
Effective November 7, 2023, the newly appointed officers and directors of OneMedNet Corporation have entered into a Lock-Up Agreement.
The
“Lock-up Period” means the period commencing at Closing and end the earliest of: (a) six months from the Closing, and (b)
the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other
similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange
their shares of the Purchaser Common Stock for cash, securities, or other property: (i) lend, offer, pledge, hypothecate, encumber, donate,
assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted
Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i),
(ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing
described in clauses (i), (ii), or (iii), a “Prohibited Transfer”).
In
addition, the Sponsor is subject to a lock-up pursuant to a letter agreement (the “Sponsor Lock-up Agreement”), entered into
on May 6, 2021, at the time of the IPO (as defined below), among Data Knights, the Sponsor and each of the individuals who were a member
of Data Knights’ board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
who agreed that it, he or she shall not transfer any founder shares which means the 2,875,000 shares of Data Knights Class B common stock,
par value $0.0001 per share, initially held by the Sponsor, or shares of OneMedNet’s Common Stock issuable upon conversion thereof)
until the earlier of (A) six months after the date of Data Knights’ initial Business Combination or (B) subsequent to the initial
Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders
having the right to exchange their shares of common stock for cash, securities or other property. Further, the Sponsor and each of the
Insiders agreed further in the Sponsor Lock-Up Agreement that he, she or it shall not transfer any private placement units, the private
placement shares, the private placement warrants or shares of Common Stock issued or issuable upon the exercise of the private placement
warrants, until 30 days after the completion of the initial Business Combination.
Registration
Rights Agreements
At
the Closing of the Business Combination and funding of the PIPE, the PIPE Investors each executed a PIPE Note and a PIPE Warrant in the
amount corresponding to each PIPE Investor’s investment amount and in accordance with the terms set forth in the PIPE SPA as well
as a registration rights agreement (the “PIPE Registration Rights Agreement”). We are registering the offer and sale of these
securities to satisfy the registration rights we have granted in the PIPE Registration Rights Agreement. At the Closing of the Business
Combination, OneMedNet, Data Knights and the Sponsor entered into a registration rights agreement (the “Registration Rights Agreement”),
pursuant to which, among other things, the Company is obligated to file a registration statement to register the resale of certain securities
of the Company held by the holders, as defined in the Registration Rights Agreement and the Sponsor. The Registration Rights Agreement
also provides the holders and the Sponsor with “piggy-back” registration rights, subject to certain requirements and customary
conditions.
Voting
Agreement and Sponsor Support Agreement
In
connection with entry into the Merger Agreement, the Company entered into voting agreements (the “Voting Agreements”) with
certain stockholders of OneMedNet representing approximately 55% of the outstanding voting power of OneMedNet’s equity securities
(the “OneMedNet Stockholders”) pursuant to which OneMedNet Stockholders agreed to vote their securities in favor of the approval
of the Merger Agreement and the Business Combination, be bound by certain covenants and agreements related to the Business Combination
and to take other customary actions to cause the Business Combination to occur.
In
connection with entry into the Merger Agreement, the Company, the Sponsor and OneMedNet entered into a sponsor support agreement (the
“Sponsor Support Agreement”) pursuant to which the Sponsor agreed to vote its Data Knights securities in favor of the approval
of the Merger Agreement and the Business Combination and to take other customary actions to cause the Business Combination to occur.
Executive
Employment Agreements
In
connection with the Closing of the Business Combination, the Company has entered into employment agreements (the “Employment Agreements”)
with executive officers: Aaron Green (President), Lisa Embree (Chief Financial Officer), and Paul Casey (Chief Executive Officer). The
Employment Agreements provide for at-will employment that may be terminated by the Company with or without cause, by the executive with
or without good reason, or mutually terminated by the parties.
The
Employment Agreement for Mr. Green provides for $350,000 annual salary, eligibility to receive an annual cash performance bonus of $175,000
upon his achievement of the performance goals set by the Company’s CEO and Board of Directors, and eligibility to receive 600,000
of the Company’s outstanding shares at closing, as part of the Company’s Restricted Stock Unit Plan, subject to the approval
of the Company’s Board of Directors. In the event that his employment is terminated by the Company without Cause (as defined in
the Employment Agreement), or is terminated by Mr. Green for Good Reason (as defined in the Employment Agreement), after six months of
employment, and he signs and does not revoke a standard release of claims with the Company in a form reasonably satisfactory to the Company’s
Board of Directors (a “Release”), which Release becomes irrevocable no later than sixty (60) days (the “Release Deadline”),
after the date of his termination of employment (the “Termination Date”) he will be entitled to the following severance payment,
as follows: (a) if the Termination Date is after six (6) months’ of employment, but before he has completed 12 months’ of
employment, he will receive three (3) months’ salary; and (b) if the Termination Date is after 12 months’ employment he will
receive six (6) months’ salary. If the Release does not become effective and irrevocable by the Release Deadline, he will forfeit
any right to severance.
The
Employment Agreement for Ms. Embree provides for $225,000 annual salary, eligibility to receive an annual cash performance bonus of twenty-five
percent (25%) of her annual salary upon her achievement of the performance goals set by the Company’s CEO and Board of Directors,
and eligibility to receive 260,000 of the Company’s outstanding shares, as part of the Company’s Restricted Stock Unit Plan,
subject to the approval of the Company’s Board of Directors. In the event that her employment with the Company is terminated by
the Company without Cause (as defined in the Employment Agreement) or is terminated by Ms. Embree for Good Reason (as defined in the
Employment Agreement) she will receive six (6) months’ salary as a Severance Payment.
The
Employment Agreement for Mr. Casey provides for $144,000 annual salary, eligible to receive 147,000 shares of stock upon the successful
fundraising of an amount equal to or greater than $5,000,000 and, as part of the Company’s Restricted Stock Unit Plan, further
equity will be rewarded to Mr. Casey subject to the approval of the Company’s Board of Directors. In the event that his employment
with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or is terminated by Mr. Casey for
Good Reason (as defined in the Employment Agreement) he will receive six (6) months’ salary as a Severance Payment.
Stock
Purchase Agreement
On
June 28, 2023, the Company and Data Knights entered into a Securities Purchase Agreement (the “PIPE SPA”) with certain investors
(collectively referred to herein as the “Purchasers”) for PIPE financing in the aggregate original principal amount of $1,595,744.70
and the purchase price of $1.5 million. Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the
Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common
Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume
weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date. The Purchasers’ $1.5 million
investment in the PIPE Notes closed and funded contemporaneous to the Closing of the Business Combination. Effective immediately prior
to the Closing, Data Knights issued the PIPE Notes to the Purchasers pursuant to the private offering rules under the Securities Act
of 1933, as amended (the “Securities Act”).
Government
Regulation
Many
aspects of our businesses are regulated by federal and state laws, rules and regulations. Accordingly, we maintain a robust compliance
program aimed at ensuring we operate our business in compliance with all existing legal requirements material to the operation of our
businesses. There are, however, occasionally uncertainties involving the application of various legal requirements, the violation of
which could result in, among other things, fines or other sanctions. See “Risk Factors” for additional detail.
Regulation
of Patient Information. Our information management services relate to the processing of information regarding patient diagnosis
and treatment of disease and are, therefore, subject to substantial governmental regulation. In addition, the confidentiality of patient-specific
information and the circumstances under which such patient-specific records may be released for inclusion in our databases or used in
other aspects of our business is heavily regulated. Federal, state and foreign governments are contemplating or have proposed or adopted
additional legislation governing the possession, use and dissemination of personal data, such as personal health information and personal
financial data, as well as security breach notification rules for loss or theft of such data. Additional legislation or regulation of
this type might, among other things, require us to implement additional security measures and processes or bring within the legislation
or regulation deidentified health or other data, each of which may require substantial expenditures or limit our ability to offer some
of our services.
In
particular, personal health information is recognized as a special, sensitive category of personal information, subject to additional
mandatory protections. Violations of data protection regulations are subject to administrative penalties, civil money penalties and criminal
prosecution, including corporate fines and personal liability.
Data
Privacy
Certain
of our operations are subject to regulation under the administrative simplification provisions of the Health Insurance Portability and
Accountability Act of 1996, as amended (HIPAA). Federal regulations related to HIPAA contain minimum standards for electronic transactions
and code sets and for the privacy and security of protected health information. Patient health information is among the most sensitive
of personal information, and it is critically important that information about an individual’s healthcare is properly protected
from inappropriate access, use and disclosure. Real world evidence — information that allows us to examine actual
practices and outcomes — is essential to increase access to care, improve outcomes, and lower costs.
OneMedNet
uses a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information
on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed
for better outcomes. We employ a wide variety of methods to manage privacy requirements, including:
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governance,
frameworks, models and training to promote good decision making and accountability; |
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a
layered approach to privacy and security management to avoid a single point of failure; |
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ongoing
evaluation of privacy and security practices to promote continuous improvement; |
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use
of technical, administrative, physical and organizational safeguards and controls; |
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collaboration
with data suppliers and trusted third parties for our syndicated market research and analytics offerings to remove identifiable
information or employ effective encryption or other techniques to render information non-identified before data is delivered to us;
and |
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work
with leading researchers, policy makers, thought leaders and others in a variety of fields relevant to the application of effective
privacy and security practices, including statistical, epidemiological and cryptographic sciences, legal, information security and
compliance, and privacy. |
We
have relied on expertise in the industry with de-identifying data. Our capabilities allow us to render data non-identified while still
maintaining data utility, thus protecting privacy while still advancing innovation. Not only do we make use of de-identification techniques
with respect to the data we hold, but we also share our expertise in this area with policymakers, regulators and others to help them
understand de-identification methodologies and practical considerations to avoid re-identification risk. We operate in more than 100
countries around the world, many of which have data protection and privacy laws and regulations based on similar core principles (e.g.,
openness, accountability, security safeguards, etc.). We apply those principles globally and augment our practices to address local
laws, contractual obligations and other data privacy requirements.
Our
Compliance team, led by our Chief Compliance Officer, is comprised of privacy professionals and privacy law experts who drive our strategy
and develop and manage our policies and standards. The Compliance team provides subject matter expertise related to the proper management
of all data types. In addition, our Compliance team liaises with our Legal, IT, Information Security and other teams so that privacy
requirements are addressed in technology, contracting, offerings and other business activities.
The
OneMedNet Privacy Policy (the “Privacy Policy”) is our foundational privacy policy. It explains how, when applicable, we
collect, hold, use and disclose personal information, including that of our personnel, consumers, healthcare professionals, patients,
medical research subjects, clinical investigators, customers, suppliers, vendors, business partners and investors.
Regulatory
Quality Compliance (FDA 21 CFR Part 11)
OneMedNet
provides high-quality, de-identified, regulatory-grade imaging and clinical data; as such OneMedNet adheres to all applicable local and
Federal regulatory quality requirements, including but not limited to FDA 21 CFR Part 11. OneMedNet maintains a rigorous and ongoing
internal quality management system to enable the organization to produce the highest quality regulatory compliant clinical data for our
clients and consumers. This program includes:
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Ongoing
internal audits, policy reviews, and procedure testing to ensure validation, audit trails, legacy systems, and record handling and
retention adhere to the latest regulatory guidelines and best practices. |
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Regular
third-party or client initiated external audits to assess the compliance of OneMedNet to ensure operations are in accordance with,
but not limited to the applicable regulations, standards, policies, and standard operation procedures. |
Organizational
Structure
The
following is a current organizational chart of our Company:
Human
Capital Resources
Our
workforce is comprised of approximately 20 employees (as of December 31, 2023), including approximately 0 part-time employees
(references herein to “employees” include to the employees of our subsidiaries). Our Board of Directors and its committees
oversee human capital matters through regular reporting from management and advisors.
Diversity,
Equity and Inclusion
We
are committed to fostering a culture of inclusion that embraces and supports our patients, colleagues, partners, physicians and communities.
Our policies prohibit discrimination on the basis of age, gender, disability, race, color, ancestry, citizenship, religion, pregnancy,
sexual orientation, gender identity or expression, national origin, medical condition, marital status, veteran status, payment source
or ability, or any other basis prohibited by federal, state or local law.
Compensation
and Benefits
We
provide competitive compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs
(which vary by location) include a 2024 Stock Option Plan, a 401(k) Plan, health care and insurance benefits, health savings and flexible
spending accounts, paid time off, family leave, family care resources, flexible work schedules, employee assistance programs, tuition
and student loan assistance and on-site services, such as cafeterias and fitness centers, among many others.
Facilities
Prior
to the closing of the Business Combination, the Company’s executive offices were located at Unit G6, Frome Business Park, Manor
Road, Frome, United Kingdom, BA11 4FN and its telephone number was +44 203 833 4000. The Company agreed to pay ARC Group Ltd., an affiliate
of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support. For the nine months ended
September 30, 2023 and 2022, we had incurred $60,000 in fees under this agreement, respectively. Upon completion of our Business Combination,
the Company ceased paying these monthly fees.
After
the closing of the Business Combination, our headquarters is located at 6385 Old Shady Oak Road, Suite 250, Eden Prairie, MN 55344 and
our telephone number is (800) 918-7189, where we lease and occupy our office space with an aggregate floor area of approximately 67 square
feet from unrelated third parties under operating lease agreements. We believe the current office space is adequate for our current operations
and are adequate for our anticipated future needs.
Implications
of Being an Emerging Growth Company
As
a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined
in the Jumpstart Our Business Startups Act (“JOBS Act”) enacted in 2012. As an emerging growth company, we expect to take
advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not
limited to:
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being
permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
disclosure in this prospectus; |
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not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley
Act”); |
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reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
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exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. |
Item
1A. Risk Factors
An
investment in our securities involves a high degree of risk. This prospectus contains a discussion of the risks applicable to an investment
in our securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown
risks might cause you to lose all or part of your investment in the offered securities. We may not be successful in preventing the material
adverse effects that any of the following risks and uncertainties may cause. You could lose all or a significant portion of your investment
due to any of these risks and uncertainties.
You
should carefully consider the following risks, as well as the other information contained in this prospectus, including our historical
financial statements and related notes included elsewhere in this prospectus before you decide to purchase our securities. Any one of
these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and
operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant
decrease in the value of our Common Stock shares and warrants. Refer to “Cautionary Statement Regarding Forward-Looking Statements.”
Risks
Related to this Offering and Our Common Stock
Our
stock price may be volatile, and purchasers of our Common Stock could incur substantial losses.
The
stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate
to operating performance of individual companies, particularly following a public offering of a company with a small public float. There
is the potential for rapid and substantial price volatility of our Common Stock following this offering. These broad market factors may
seriously harm the market price of our Common Stock, regardless of our actual or expected operating performance and financial condition
or prospects, which may make it difficult for investors to assess the rapidly changing value of our Common Stock.
We
are currently listed on The Nasdaq Global Market. If we are unable to maintain listing of our securities on Nasdaq or any stock exchange,
our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and
it may be more difficult for our stockholders to sell their securities.
Although
our Common Stock is currently listed on The Nasdaq Global Market, we may not be able to continue to meet the exchange’s minimum
listing requirements or those of any other national exchange. If we are unable to maintain listing on Nasdaq or if a liquid market for
our Common Stock does not develop or is sustained, our Common Stock may remain thinly traded.
As
previously reported on Form 8-K on February 9, 2024, the Company received written notice (the “Nasdaq Notice”), dated February
7, 2024, from Nasdaq indicating that for the preceding 30 consecutive business days, the market value of the Company’s listed securities
(“MVLS”) did not maintain a minimum market value of $50,000,000 (the “Minimum MVLS Requirement”) as required
by Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180
calendar days, or until August 5, 2024, to regain compliance with the Minimum MVLS Requirement. Compliance may be achieved if the Company’s
MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance period, in
which case Nasdaq will notify the Company of its compliance and the matter will be closed.
If
the Company does not regain compliance with the Minimum MVLS Requirement by August 5, 2024, Nasdaq will provide written notification
to the Company that its common stock is subject to delisting. At that time, the Company may appeal the relevant delisting determination
to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance,
if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. In such
event, the Company may also seek to apply for a transfer to The Nasdaq Capital Market if it meets the requirements for continued listing
thereon.
The
Nasdaq Notice received have no immediate effect on the Company’s continued listing on the Nasdaq Global Market or the trading of
Company’s common stock, subject to the Company’s compliance with the other continued listing requirements. The Company is
presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on the Nasdaq Global
Market. There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global
Market.
The
listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange. If, for any
reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its
exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may
occur, each of which could have a material adverse effect on our stockholders:
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the
liquidity of our Common Stock; |
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the
market price of our Common Stock; |
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our
ability to obtain financing for the continuation of our operations; |
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the
number of institutional and general investors that will consider investing in our Common Stock; |
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the
number of investors in general that will consider investing in our Common Stock; |
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the
number of market makers in our Common Stock; |
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the
availability of information concerning the trading prices and volume of our Common Stock; and |
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the
number of broker-dealers willing to execute trades in shares of our Common Stock. |
Our
principal stockholders will continue to have significant influence over the election of our board of directors and approval of any significant
corporate actions, including any sale of the Company.
Our
founders, executive officers, directors, and other principal stockholders, in the aggregate, beneficially own a majority of our outstanding
stock. These stockholders currently have, and likely will continue to have, significant influence with respect to the election of our
board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these stockholders
could have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.
We
could be subject to securities class action litigation.
In
the past, securities class action litigation has often been brought against companies following a decline in the market price of their
securities. In 2020, 22% of securities class action litigation filings
were against defendants in the health technology and services sector, which accounted for 22% of new filings. If we face such
litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our
business.
If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market
price for the shares and trading volume could decline.
The
trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who
covers us downgrades our Common Stock or publishes inaccurate or unfavorable research about our business, the market price for our Common
Stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our common stock
to decline.
We
do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares of Common Stock for
return on your investment.
We
have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term. For the
foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our stock. Accordingly, investors must be prepared to rely on sales of their shares after price appreciation
to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our shares. Any determination
to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations,
financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.
Future
sales of substantial amounts of our Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock,
either by us or by our existing stockholders, or the possibility that such sales could occur, could adversely affect the market price
of our Common Stock.
Future
sales in the public market of shares of our Common Stock or securities convertible into or exchangeable or exercisable for shares of
Common Stock, shares held by our existing stockholders or shares issued upon exercise of our outstanding stock options or warrants, or
the perception by the market that these sales could occur, could lower the market price of our Common Stock or make it difficult for
us to raise additional capital.
We
are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make
our common stock less attractive to investors.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”). For
as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor
attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth
anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1 billion
in non-convertible debt during the prior three-year period.
In
addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We may elect not to avail ourselves of this exemption from new or revised accounting standards
and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth
companies. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some
investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share
price may be more volatile.
Anti-takeover
provisions contained in our certificate of incorporation and bylaws as well as provisions of Delaware law, could impair a takeover attempt.
Our
certificate of incorporation, bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying
or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:
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authorizing
“blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may
contain voting, liquidation, dividend, and other rights superior to our common stock; |
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limiting
the liability of, and providing indemnification to, our directors and officers; |
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limiting
the ability of our stockholders to call and bring business before special meetings; |
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requiring
advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of
candidates for election to our board of directors; |
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controlling
the procedures for the conduct and scheduling of board of directors and stockholder meetings; and |
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providing
our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled
special meetings. |
These
provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware
corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which
prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without
approval of the holders of substantially all of our outstanding common stock.
Any
provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control
could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the
price that some investors are willing to pay for our Common Stock.
Our
Business Risks
We
have a history of operating losses and may never achieve profitability in the future.
We
have experienced net losses in each annual period since inception. We generated net losses of $23.2 million and $6.2 million for the
years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had accumulated losses of approximately $55.1 million.
We
expect to continue to incur significant losses in the development, marketing, sale and delivery of our services. If we do not grow our
revenues or if we lose existing customers, we expect to continue to incur losses from operations for the foreseeable future. Because
of the numerous risks and uncertainties associated with the development, marketing, sale and delivery of our imaging real world data
(“iRWDTM”) services, we may experience larger than expected future losses and may never become profitable. Moreover,
there is a substantial risk that we may not be able to successfully commercialize our iRWDTM services, which would make it
unlikely that we would ever achieving profitability.
OneMedNet
believes it has demonstrated its quality and responsiveness in clinical imaging and curation of Real-World Data based upon success in
compiling one of the largest networks of imaging centers (comprised of hospitals, imaging centers and clinics) throughout the United
States covering more than 15 million patients to date. On the global front, OneMedNet works with hospitals and life science companies
around the world including Ireland, United Kingdom, Ghana, Denmark and South Korea and growing. We base these claims on our understanding
of our competition in the United States and globally. However, if we were to lose these relationships with our network of imaging centers
or lose our customers or our competitors’ technology surpasses ours, our competitors could claim a greater market share domestically
or abroad, which could reduce our growth and our profits, which could harm our business, financial position, results of operations and
prospects.
Two
significant customers represented 53% and 52% of our revenues for 2022 and 2023 respectively, and is expected to continue to represent
a significant portion of our forecasted revenue for 2024.
Change
Healthcare and Siemens Medical Solutions USA, collectively represented 53% and 52% of our revenues in 2023 and 2022, respectively. Change
Healthcare is expected to continue to represent a significant portion of our forecasted revenue for 2024. If we fail to maintain and
grow our relationships with Change Healthcare, we could lose a significant portion of our revenue for 2023, which would materially adversely
affect our results of operations and our business. If OneMedNet were to lose one or more of its significant customers, its revenue may
significantly decline. In addition, revenue from significant customers may vary from period to period depending on the timing of renewing
existing agreements or entering into new agreements for additional OneMedNet products as well as other unforeseen risks and variables
discussed in this proxy statement/prospectus. The loss of one or more of OneMedNet’s significant customers could adversely affect
its business, results of operations and financial condition. You should not rely on our historical relationship with these companies
as an indication of our future performance.
We
may encounter difficulties in managing our attempted growth of our business, which could negatively impact our operations.
As
we expand, market, sell and deliver our service offerings, we anticipate that we will need to increase our service development, sales
and marketing and administrative headcount. Such an evolution may impact our strategic focus and our deployment and allocation of resources.
Our ability to manage our operations and growth effectively depends upon the continual improvement of our procedures, reporting systems
and operational, financial and management controls. We may not be able to implement administrative and operational improvements in an
efficient or timely manner and may discover deficiencies in existing systems and controls. If we do not meet these challenges, we may
be unable to execute our business strategies and may be forced to expend more resources than anticipated addressing these issues.
We
may acquire additional technology and complementary businesses in the future. Acquisitions involve many risks, any of which could materially
harm our business, including the diversion of management’s attention from core business concerns, failure to effectively exploit
acquired technologies, failure to successfully integrate the acquired business or realize expected synergies or the loss of key employees
from either our business or the acquired businesses.
We
may be unable to execute our business objectives and growth strategies successfully or sustain our growth and, as a result, this could
have a material adverse effect on our operating results.
The
highly complex nature of our industry requires that we effectively execute and manage our business objectives and growth strategies,
such as expanding our marketing and commercialization of our services in the U.S. and internationally, adding new customers, and increasing
our service delivery capacity. However, we may not be able to execute on these strategies as effectively as anticipated. Our ability
to execute on these strategies depends on a number of factors, including, without limitation:
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our
ability to obtain adequate capital resources to complete execute our growth plans; |
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our
ability to hire, train and retain skilled managers and personnel, including quality and production personnel, and marketing and commercial
specialists; |
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our
ability to protect our existing and new services by registering and defending our intellectual property rights; and |
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our
ability to successfully add new customers. |
To
the extent we are unable to execute on our growth strategies in accordance with our expectations, this could have a material adverse
effect on our business, financial condition, and future results of operations.
The
real-world data and real-world evidence business market continues to evolve, is highly competitive, and we may not be successful in competing
in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and
customers.
The
real-world data and real-world evidence business market in which we compete continues to evolve and is highly competitive. To date, we
have focused our efforts on its expertise in clinical imaging innovation solutions that connects healthcare providers and patients and
satisfies a crucial need with the life sciences. We offer direct access to clinical images and associated contextual patient record.
OneMedNet proved the commercial and regulatory viability of imaging Regulatory Grade Real-World Data (“iRWDTM”),
a promising emerging market, that exactly matches OneMedNet’s life science partners’ case selection protocol. OneMedNet has
the immediate ability to quickly search and extensively curate multi-layer data from a federated group of healthcare facilities and to
provide fast access to curated medical images that has proved the commercial and regulatory viability of imaging RWD and covers the complete
value chain in imaging RWD, validated by an increasing federated network of providers. However, real-world data and real-world evidence
has been increasingly adopted and our current competitors have, and future competitors may have, greater resources than we do and may
also be able to devote greater resources to the development of their current and future technologies. These competitors also may have
greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties
that may further enhance their resources and competitive positioning.
Developments
in improvements in real-world data and real-world evidence curation by competitors may materially adversely affect the sales, pricing
and gross margins of our business. If a competing technology or process is developed that has superior operational or price performance,
our business will be harmed. Similarly, if we fail to accurately predict and ensure that our real-world data and real-world evidence
offering can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits
expected from our real-world data and real-world evidence offering, our business will be harmed.
We
must continue to commit resources to develop our real-world data and real-world evidence technology in order to establish a competitive
position, and these commitments will be made without knowing whether such investments will result in products potential customers will
accept. There is no assurance we will successfully identify new customer requirements, develop and bring our real-world data and real-world
evidence to market on a timely basis, or that products and technologies developed by others will not render our real-world data and real-world
evidence obsolete or noncompetitive, any of which would adversely affect our business and operating results.
If
we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.
We
depend on the talents and continued efforts of our senior management and key employees. The loss of members of our management or key
employees may disrupt our business and harm our results of operations. Further, our ability to manage further expansion will require
us to continue to attract, motivate and retain additional qualified personnel. Competition for this type of personnel is intense, and
we may not be successful in attracting, integrating and retaining the personnel required to grow and operate our business effectively.
There can be no assurance that our current management team or any new members of our management team will be able to successfully execute
our business and operating strategies.
Our
operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.
Our
operations could be adversely affected by events outside of our control, such as natural disasters, wars, health epidemics such as the
ongoing COVID-19 pandemic, and other calamities. We cannot assure you that any backup systems will be adequate to protect us from
the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks
or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures
or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect
our ability to provide services.
Any
financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially
and adversely affect our business, financial condition, and results of operations.
In
recent years, the United States and global economies suffered dramatic downturns as the result of the COVID-19 pandemic, a deterioration
in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility
in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations
of others. The United States and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these
extreme market and economic conditions by providing liquidity and stability to the financial markets. If the actions taken by these governments
are not successful, the return of adverse economic conditions may negatively impact the demand for iRWDTM offering and may
negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.
Our
ability to utilize our net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations.
In
general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its
ability to use its pre-change net operating loss carryforwards (“NOLs”), to offset future taxable income. The limitations
apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point
change (by value) in its equity ownership by certain stockholders over a three-year period. If we have experienced an ownership change
at any time since our incorporation, we may already be subject to limitations on our ability to utilize our existing NOLs and other tax
attributes to offset taxable income or tax liability. In addition, the Business Combination and future changes in our stock ownership,
which may be outside of our control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit our
use of accumulated state tax attributes. As a result, even if we earn net taxable income in the future, our ability to use these or our
pre-change NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which
could potentially result in increased future income tax liability to us.
There
is also a risk that changes in law or regulatory changes made in response to the need for some jurisdictions to raise additional revenue
to help counter the fiscal impact from unforeseen reasons, including suspensions on the use of net operating losses or tax credits, possibly
with retroactive effect, may result in our existing net operating losses or tax credits expiring or otherwise being unavailable to offset
future income tax liabilities.
We
are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by
insurance.
Our
operations are subject to many hazards and operational risks inherent to our business, including: (a) general business risks; (b) warranty
liability; and (c) damage to third parties (e.g., our vendors), our infrastructure or properties caused by fires, floods and other natural
disasters, power losses, telecommunications failures, terrorist attacks, riots, cyberattacks, public health crises such as the current
COVID-19 pandemic (and other future pandemics or epidemics), human errors and similar events. As a result of the COVID-19 outbreak, or
similar pandemics, we have and may in the future experience disruptions that could severely impact our business and the business of our
customers.
Our
insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. For example, we do not currently
maintain cybersecurity insurance and our insurance providers may take the position that our coverage, under present circumstances, does
not extend to business interruptions as they relate to the COVID-19 pandemic. In addition, we may not be able to maintain adequate insurance
in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as
favorable as our current arrangements. The occurrence of a significant uninsured claim or a claim in excess of the insurance coverage
limits maintained by us could have a material adverse effect on our business, financial condition and results of operations.
Risks
Related to Being a Public Company
Our
management has limited experience in operating a public company.
Our
executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or
effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations
under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies
could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which
will result in less time being devoted to the management and growth of our Company. We may not have adequate personnel with the appropriate
level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required
of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve
the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible
that we will be required to expand our employee base and hire additional employees to support our operations as a public company which
will increase our operating costs in future periods.
We
will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business,
financial condition and results of operations.
We
will face increased legal, accounting, administrative and other costs and expenses as a public company that legacy OneMedNet Corporation
did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements
of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges,
impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs
and make certain activities more time-consuming. A number of those requirements will require us to carry out activities we have not done
previously. For example, we have created new Board committees and adopted new internal controls and disclosure controls and procedures.
In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those
requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control
over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely
affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance.
Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our
Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal
and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require
us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy
efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further
increase costs.
If
securities or industry analysts do not publish or cease publishing research or reports about us, our business, or the market in which
we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities
could decline.
The
trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about
us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If
no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If
any of the analysts who may cover us change their recommendation regarding our shares of Common Stock adversely, or provide more favorable
relative recommendations about our competitors, the price of our shares of Common Stock would likely decline. If any analyst who may
cover us were to cease our coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets,
which in turn could cause our share price or trading volume to decline.
Our
Common Stock may be subject to extreme volatility.
The
trading price of our Common Stock may be subject to extreme volatility. We cannot predict the magnitude of future fluctuations in the
trading price of our Common Stock. The trading price of our Common Stock may be affected by a number of factors, including events described
in the risk factors set forth in this prospectus and in our periodic reports filed with the SEC from time to time, as well as our operating
results, financial condition and other events or factors. Any of the factors listed below could have a material adverse effect on your
investment in our securities. Factors affecting the trading price of our securities may include:
|
● |
announcements
by us or our competitors regarding technical developments and levels of performance achieved by our or their real-world data and
real-world evidence offering; |
|
● |
announcements
by us regarding developments in our relationship with existing and future key customers; |
|
● |
our
ability to bring our products and technologies to market on a timely basis, or at all; |
|
● |
our
operating results or development efforts failing to meet the expectation of securities analysts or investors in a particular period; |
|
● |
Actual
or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be
similar to it; |
|
● |
changes
in the market’s expectations about our operating results or the real-world data and real-world evidence industry; |
|
● |
success
of competitors actual or perceived development efforts; |
|
● |
changes
in financial estimates and recommendations by securities analysts concerning the Company or the real-world data and real-world
evidence industry in general; |
|
● |
operating
and share price performance of other companies that investors deem comparable to the Company; |
|
● |
disputes
or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual
property protection for our technologies; |
|
● |
changes
in laws and regulations affecting our business; |
|
● |
our
ability to meet compliance requirements; |
|
● |
commencement
of, or involvement in, litigation involving the Company; |
|
● |
changes
in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
|
● |
the
volume of shares of Common Stock available for public sale; |
|
● |
the
level of demand for our Common Stock, including the amount of short interest in our stock; |
|
● |
any
major change in our Board or management; |
|
● |
sales
of substantial amounts of the shares of Common Stock by our directors, executive officers or significant stockholders or the
perception that such sales could occur; |
|
● |
the
expiration of contractual lock-up agreements with our executive officers, directors and stockholders, which we have entered into and
may enter into in the future from time to time; and |
|
● |
general
economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of
war or terrorism. |
Broad
market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock
market in general, and the Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities,
may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors
perceive to be similar to the Company could depress our share price regardless of our business, prospects, financial conditions or results
of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities
and our ability to obtain additional financing in the future.
Following
certain periods of volatility in the market price of our securities, we may become subject of securities litigation. We have experienced,
and may in the future experience additional litigation following periods of volatility. This type of litigation may result in substantial
costs and a diversion of management’s attention and resources.
Our
business model is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, which could be
dilutive to stockholders. If we cannot raise additional capital when needed, our operations and prospects could be materially and adversely
affected.
We
can be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures. Over
time, we expect that we will need to raise additional funds, including through the issuance of equity, equity-related or debt securities
or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs, any
significant unplanned or accelerated expenses, and new strategic investments. We cannot be certain that additional capital will be available
on attractive terms, if at all, when needed, which could be dilutive to stockholders, and our financial condition, results of operations,
business and prospects could be materially and adversely affected.
Risks
Related to Our Warrants
We
may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrantholders.
Our
public Warrants are currently exercisable for one share of Common Stock at a price of $11.50 per share. We have the ability to redeem
outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price
of Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading
day prior to the date we send the notice of redemption to Warrantholders and provided certain other conditions are met. If and when the
Warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the Warrants, as set forth above even if the holders
are otherwise unable to exercise the Warrants.
Redemption
of the outstanding Warrants could force Warrantholders (i) to exercise their Warrants and pay the exercise price therefor at a time when
it may be disadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise wish
to hold their Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption,
we expect would be substantially less than the market value of their Warrants. None of the private placement Warrants will be redeemable
by us so long as they are held by the Sponsor or its permitted transferees.
Item
1b. Unresolved Staff Comments
None.
Item
1c. Cybersecurity
OneMedNet
manages cybersecurity and data protection through a continuously evolving framework. The framework allows us to identify, assess and
mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those
we serve. Our cybersecurity program is managed by our Director Product Management, Head of Data. The Audit Committee of the Board of
Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the Company’s cybersecurity
and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies. As part of this
process, the Audit receives regular updates from the Director Product Management, Head of Data on critical issues related to our information
security risks, cybersecurity strategy, supplier risk and business continuity capabilities. The Company’s framework includes an
incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats
and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of
threats and incidents to management, including the Director Product Management, Head of Data, as deemed necessary or appropriate. Pursuant
to the Company’s incident response plan, any incidents are to be reported to the Audit Committee, appropriate government agencies
and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope.
We
employ an array of data security technologies, processes, and methods across our infrastructure to protect systems and sensitive information
from unauthorized access. OneMedNet maintains comprehensive identity and access management practices (e.g., roles and access privileges
for each user; multi-factor authentication, privileged user accounts, single sign-on, user lifecycle management) and employs a variety
of security information and event management tools. We developed, maintain and utilize a global integrated information security framework
to guide our practices, based on relevant industry frameworks and laws, including, but not limited to NIST, GxP, HITRUST, the ISO 27000
family, COBIT, GDPR, and HIPAA.
The
framework consists of policies, standards, procedures, work Instructions and documentation. Information is classified into four categories
to help individuals apply the right level of controls and safeguards to information, applications and systems. Our cybersecurity program
focuses on all areas of our business, including cloud-based environments, data centers, devices used by employees and contractors, facilities,
networks, applications, vendors, disaster recovery / business continuity and controls and safeguards enabled through business processes
and tools. We continuously monitor for threats and unauthorized access.
We
draw on the knowledge and insight of external cybersecurity experts and vendors, and internally employ dedicated, certified, cybersecurity
staff, such as but not limited to, CISSP, CISM, CISA, CSSP or other equivalent certifications, that leverage an array of third-party
tools to secure OneMedNet information infrastructure and protect systems and information from unauthorized access. Non-technical safeguards
also play an important role in our cybersecurity program. We provide various training programs and tools to employees so they can avoid
risky practices and help us promptly identify potential or actual issues. We also have global incident response procedures, global service
tools to log incidents and issues for investigation, and an ethics line to report concerns and follow-up on matters already reported.
The Compliance team, led by our Chief Compliance Officer, develops and implements our strategy, as well as monitors systems and devices
for risks and threats.
Item
2. Properties
Our
corporate headquarters is in Eden Prairie, Minnesota is leased on a month-to-month basis.
Item
3. Legal Proceedings
We
may be subject from time to time to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course
of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties,
and could result in damages, fines, penalties, non-monetary sanctions or relief.
We
do not currently expect the results of any of these matters to have a material effect on our business, results of operations, financial
condition or cash flows.
We
intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable, and the amount
of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement
may materially vary from estimates. See “Risk Factors—Other Risks—Any future litigation against us could be costly
and time-consuming to defend.”
Item
4. Mine Safety Disclosures
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
Information for Common Stock and Warrants
Our
Common Stock is traded on The Nasdaq Global Select Market under the symbol “ONMD”.
Our Public Warrants, each entitling the holder to purchase one share of our Common Stock are traded on traded on The Nasdaq Global Select
Market under the symbol “ONMDW”.
Holders
of our Common Stock
As
of April 2, 2024, there were approximately 122 holders of record of our Common Stock. Certain shares of our Common Stock are
held in “street” name and, accordingly, the number of beneficial owners of such shares is not known or included in the
foregoing number. The number of holders of record also does not include beneficial owners of shares that are be held in trust by
other entities.
Dividend
Policy
We
have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable
future.
Issuer
Purchases of Equity Securities
There
were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange
Act of 1934, during the quarter ended December 31, 2023.
Performance
Graph
We
are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide
the information required by paragraph (e) of Item 201 of Regulation S-K.
Recent
Sales of Unregistered Securities
On
June 28, 2023, the Company executed a Securities Purchase Agreement for PIPE financing in the aggregate original principal amount of
$1,595,744.70 and a purchase price of $1.5 million. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell
to each of Thomas Kosasa, Dr. Jeffrey Yu, Aaron Green and Steve Kester (the “PIPE Investors”), a new series of senior secured
convertible notes (the “PIPE Notes”), which Notes shall be convertible into shares of Common Stock at the PIPE Investors
election at the conversion price (rounded to the nearest 1/100th of one cent) which shall be computed as the lesser of:
(a)
with respect to a conversion pursuant to Section 4.1 of the Securities Purchase Agreement (discussed below), the lesser of: (i) a price
per share equal to the product of (x) 100% less the Discount and (y) the lowest per share purchase price of the Equity Securities issued
in the Next Equity Financing; and (ii) $2.50 per share; and
(b)
with respect to a conversion pursuant to Section 4.2 (discussed below), (relating to payment at maturity) or Section 4.3, $2.50 per share.
The Securities Purchase agreement provided that the PIPE Investors’ $1.5 million investment in the PIPE Notes would close and fund
contemporaneous to the Closing of the Business Combination.
Section
4.1 of the Securities Purchase Agreement provides that the principal balance and unpaid accrued interest on each Note will automatically
convert into the PIPE Conversion Shares upon the closing of the Next Equity Financing (“Next Equity Financing” means the
next sale or series of related sales by the Company of its Common Stock in one or more offerings relying on Section 4(a)(2) of the Securities
Act or Regulation D thereunder for exemption from the registration requirements of Section 5 of the Securities Act, from which the Company
receives gross proceeds of not less than US$5,000,000 (excluding, for the avoidance of doubt, the aggregate principal amount of the Notes).
Section
4.2 of the Securities Purchase Agreement provides that in the event of a Corporate Transaction or the repayment of such Note, at the
closing of a corporate transaction, the holder of each Note may elect that either: (a) the Company will pay the holder of such Note an
amount equal to the sum of (x) the outstanding principal balance of such Note, and (y) a premium equal to 20% of the outstanding principal
balance of such Note (which premium, is in lieu of all accrued and unpaid interest due on such Note); or (b) such Note will convert into
that number of Conversion Shares equal to the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding
principal balance and unpaid accrued interest of such Note on a date that is no more than five days prior to the closing of such corporate
transaction by (y) the applicable Conversion Price.
Notwithstanding
the foregoing, any sale (or series of related sales) of the Company’s Equity Securities to a special purpose acquisition company
will not be deemed a “Next Equity Financing. Notwithstanding the foregoing, the Company may, at its option, pay any unpaid accrued
interest on each Note in cash at the time of conversion. The number of PIPE Conversion Shares the Company issues upon such conversion
will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid
accrued interest under each converting Note on a date that is no more than five days prior to the closing of the Next Equity Financing
by (y) the applicable Conversion Price. At least five days prior to the closing of the Next Equity Financing, the Company will notify
the holder of each Note in writing of the terms of the Equity Securities that are expected to be issued in such financing. The issuance
of PIPE Conversion Shares pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable
to the Equity Securities issued in the Next Equity Financing.
Securities
Authorized for Issuance Under Equity Compensation Plans
The
information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part
III of this Annual Report.
Item
6. [Reserved]
Not
applicable.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto that appear
elsewhere in this Annual Report on Form 10-K. See “Risk Factors” elsewhere in this Annual Report on Form 10-K for a discussion
of certain risks associated with our business. The following discussion contains forward-looking statements. Forward-looking statements
give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly
to historical or current facts. The use of words such as “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any
discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials
we release to the public. Unless the context otherwise requires, references in this Item 7 “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” to “OneMedNet Corporation,” “we,” “us,” “our”
and the “Company” are intended to mean the business and operations of OneMedNet Corporation.
Company
Overview
Founded
in 2009, we provide innovative solutions that unlock the significant value contained within the clinical image archives of healthcare
providers. Employing our proven OneMedNet iRWD™ solution, we securely de-identifies, searches, and curates a data archive locally,
bringing a wealth of internal and third-party research opportunities to providers. By leveraging this extensive federated provider network,
together with industry leading technology and in-house clinical expertise, OneMedNet successfully meets the most rigorous RWD Life Science
requirements.
Business
Combination
On
November 7, 2023, we held the closing of the previously announced merger (the “Merger”) whereby Data Knights Merger Sub,
Inc., merged with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), with OneMedNet Solutions Corporation
continuing as the surviving entity, which resulted in all of the issued and outstanding capital stock of OneMedNet Solutions Corporation
being exchanged for shares of the Company’s Common Stock upon the terms set forth in the Merger Agreement (collectively, the “the
Business Combination”). The Merger and other transactions that closed on November 7, 2023, pursuant to the Merger Agreement, led
to Data Knights changing its name to “OneMedNet Corporation” and the business of the Company became the business of OneMedNet
Solutions Corporation.
Pursuant
to the terms of the Merger Agreement, the total consideration for the Business Combination and related transactions (the “Merger
Consideration”) was approximately $200 million. In connection with the Special Meeting, certain public holders (the “Redeeming
Stockholders”) holding 1,600,741 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the
funds held by Continental Stock Transfer & Trust Company, as trustee (“Continental”) in the trust account established
in connection with Data Knights’ initial public offering (the “Trust Account”). Effective November 7, 2023, Data Knights’
units ceased trading, and effective November 8, 2023, OneMedNet’s common stock began trading on the Nasdaq Global Market under
the symbol “ONMD” and the warrants began trading on the Nasdaq Global Market under the symbol “ONMDW.”
As
a result of the Merger and the Business Combination, holders of Data Knights common stock automatically received common stock of OneMedNet,
and holders of Data Knights warrants automatically received warrants of OneMedNet with substantively identical terms. At the Closing
of the Business Combination, all shares of Data Knights owned by the Sponsor (consisting of shares of Common Stock and shares of Class
B common stock, which we refer to as the founder shares), automatically converted into an equal number of shares of OneMedNet’s
Common Stock, and the Private Placement Warrants held by the Sponsor, automatically converted into warrants to purchase one share of
OneMedNet Common Stock with substantively identical terms.
Key
Components of Consolidated Statements of Operations
Revenue
The
Company generates revenue from two streams: (1) iRWD (imaging Real World Data) which provides regulatory grade imaging and clinical data
in the Pharmaceutical, Device Manufacturing, CRO’s and AI markets and (2) BEAM which is a Medical Imaging Exchange platform between
Hospital/Healthcare Systems, Imaging Centers, Physicians and Patients. iRWD is sold on a fixed fee basis based on the number of data
units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer.
Beam revenue is subscription-based revenue which is recognized ratably over the subscription period committed to by the customer. The
Company invoices its Beam customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer
issues a cancellation notice.
The
Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority and imposed on and concurrent
with a specific revenue-producing transaction. The transaction price for the products is the invoiced amount. Advanced billings from
contracts are deferred and recognized as revenue when earned. Deferred revenue consists of payments received in advance of performance
under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives payments from
customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes unconditional.
Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.
Cost
of Revenue
Our
cost of revenue is composed of our distinct performance obligations of hosting, labor, and data cost.
General,
and Administrative
General
and administrative functions, includes finance, legal, human resources, and information technology support. These functions include
costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external
legal, accounting, and other consulting services, and depreciation expense.
Operation
services
Operations
consists primarily of labor cost for our operations team who provides services to our customers.
Research
and Development
Costs
incurred in the research and development of our products are expensed as incurred. Research and development costs include personnel,
contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as hosting
expense.
Sales
& Marketing
Our
sales and marketing costs consist of labor and tradeshow costs.
Interest
Expense
Interest
incurred on convertible notes and shareholder loans.
Other
Expense
Foreign
exchange and tax expenses related to the Company’s operations and revenue outside of the United States.
Results
of Operations
The
following tables set forth our Consolidated Statements of Operations data for the periods presented:
| |
Year Ended December 31, | |
| |
2023 | | |
2022 | |
Revenue | |
$ | 1,021,651 | | |
$ | 1,152,738 | |
Cost of Revenue | |
| 1,149,551 | | |
| 1,513,428 | |
Gross Margin | |
| (127,900 | ) | |
| (360,690 | ) |
Operating Expenses | |
| | | |
| | |
General and administrative | |
| 5,273,503 | | |
| 8,755,620 | |
Operations | |
| 226,257 | | |
| 398,760 | |
Sales & Marketing | |
| 1,114,977 | | |
| 957,690 | |
Research and Development | |
| 1,631,613 | | |
| 952,701 | |
Total Operating Expenses | |
| 8,246,350 | | |
| 11,064,771 | |
Operating loss | |
| (8,374,250 | ) | |
| (11,425,461 | ) |
Other Expense (income) | |
| | | |
| | |
Impairment | |
| 10,504,327 | | |
| - | |
Income tax provision | |
| - | | |
| 214,850 | |
Interest expense | |
| 749,213 | | |
| 403,307 | |
Other expense | |
| 52,256 | | |
| 46,820 | |
Change in FV of Warrants | |
| (46,822 | ) | |
| (4,489,110 | ) |
Stock Expense | |
| 3,572,232 | | |
| | |
Unrealized gain or loss | |
| - | | |
| (1,371,689 | ) |
| |
| 14,831,206 | | |
$ | (5,195,822 | ) |
| |
| | | |
| | |
Net loss | |
$ | (23,205,456 | ) | |
$ | (6,229,639 | ) |
Year
Ended December 31, 2023 Compared to the Year Ended December 31, 2022
Revenue
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | | |
% Percentage Change | |
Data Exchange (Beam) | |
$ | 878,416 | | |
$ | 678,138 | | |
| 30 | % |
Data Broker (RWD) | |
$ | 143,235 | | |
$ | 474,600 | | |
| -70 | % |
Master Reseller Agreement | |
$ | 1,021,651 | | |
$ | 1,152,738 | | |
| -11 | % |
Our
revenue comprises of sales made from our data exchange (BEAM) and from data broker (RWD). For the year ended 2023, overall revenue was
down by 11%. The primary driver for exchange revenue increase was delivery of revenue to a significant customer. The primary drive for
the decrease in broker revenue was revenue deliveries pushed to Q1 of Fiscal 2024.
Cost
of Revenue
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | |
Cost of Revenue | |
| 1,149,551 | | |
| 1,513,428 | |
As a percentage of Revenue | |
| 113 | % | |
| 131 | % |
In
2023 we were able to reduce our cost of revenue as a percentage of revenue by 24%. In the year ended 2023 our Software cost, iRWD consultants
and iRWD Data cost each decreased by $0.2 million. The decrease was partially offset by a $0.2 million increase in payroll expenses.
General
and Administrative
Our
general and administrative expense increased year over year by $1.8 million from the year ended 2022 compared to the year ended 2023.
The increase is primarily due to the additional cost incurred in connection with our Business Combination. We incurred an additional
$1.0 million legal cost, $0.7 million on warrants issued to convertible note holders that were converted into share of commons stock, $0.4 million
additional employees’ salaries, $0.3 million for investor relations cost, and $0.3 million in additional audit fees. The increase
in general and administrative expenses were partially offset by $0.2 million decrease in both recruitment fees and bad debt expense.
Operation
Our
operations expense includes payroll and consultant costs. Operations expense decreased year over year by $0.2 million from the
year ended 2022 compared with the year ended 2023. This decrease was primarily due to a decrease in headcount.
Sales
& Marketing
Our
sales & marketing expense increased by $0.15 million year over year from the year ended 2022 compared to the year ended 2023.
The increase is due to the addition of an employee and consultant in 2023.
Research
and development
Our
research and development expense increased by $0.7 million year over year from the year ended 2022 compared to the year ended 2023.
The increase is primarily due to the additional cost in salaries for curators, consultants and increased hosting costs, which increased
by $0.4 million, $0.2 million and $0.1 million, respectively.
Impairment
The
Company recorded goodwill of $10.5 million in connection with the Business Combination. In December 2023, the Company concluded that
the entire goodwill was impaired, as such the $10.5 million of goodwill was written-off.
Income
tax provision
For
the year ended 2023, the Company is in a significant loss, as such we did not record any income tax provision.
Interest
Expense
The
Company incurred interest expense on Loan extensions associated with the Business Combination, convertible promissory notes, the Pipe
Senior Secured Convertible Notes and Loans made from related parties (Management and Directors). Interest expense in the year ended 2023
increased by $0.3 million. The increase was mainly from the Pipe Senior Secured Convertible Notes issued in 2023.
Change
in Fair Value of Warrants
The
change in Warrant Fair Value was due to the closing of the Business Combination Agreement and the resulting fluctuations of the share
market price.
Stock
Expense
The
Company incurred approximately $3.5 million in common stock issuance expense for the Data Knight shares converted to OneMedNet Corporation
shares.
Non-GAAP
Financial Measure
In
addition to providing financial measurements based on generally accepted accounting principles in the United States of America, or GAAP,
we provide an additional financial metric that is not prepared in accordance with GAAP, or non-GAAP financial measure. We use this non-GAAP
financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for
financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate
our financial performance. This non-GAAP financial measure is Adjusted EBITDA, as discussed below.
We
believe that this non-GAAP financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis
of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies. We
also believe that this non-GAAP financial measure enables investors to evaluate our operating results and future prospects in the same
manner as we do. This non-GAAP financial measure may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective
of our ongoing operating results.
The
non-GAAP financial measure does not replace the presentation of our GAAP financial measures and should only be used as a supplement to,
not as a substitute for, our financial results presented in accordance with GAAP.
We
consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure
of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. We define
Adjusted EBITDA as GAAP net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible
and intangible assets; unit and stock-based compensation; Business Combination transaction expenses; and other non-recurring items that
may arise from time to time.
The
non-GAAP adjustments, and our basis for excluding them from our non-GAAP financial measure, are outlined below:
|
● |
Unit
and Stock-based compensation – Although unit and stock-based compensation is an important aspect of the compensation paid
to our employees, the grant date fair value varies based on the derived stock price at the time of grant, varying valuation methodologies,
subjective assumptions, and the variety of award types. This makes the comparison of our current financial results to previous and
future periods difficult to interpret; therefore, we believe it is useful to exclude unit and stock-based compensation from our non-GAAP
financial measures in order to highlight the performance of our business and to be consistent with the way many investors evaluate
our performance and compare our operating results to peer companies. |
|
|
|
|
● |
Business
Combination transaction expenses – Business Combination transaction expenses represent the expenses incurred solely related
to the Business Combination, which we completed on June 7, 2022. It primarily includes investment banker fees, legal fees, professional
fees for accountants, transaction fees, advisory fees, due diligence costs, certain other professional fees, and other direct costs
associated with strategic activities. These amounts are impacted by the timing of the Business Combination. We exclude Business Combination
transaction expenses from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods
and to our peer companies because such amounts vary significantly based on the magnitude of the Business Combination transaction
and do not reflect our core operations. |
The
following table reconciles GAAP net loss to Adjusted EBITDA during the periods presented (in thousands):
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | |
Net loss | |
$ | (23,205,456 | ) | |
$ | (6,229,639 | ) |
Interest Expense | |
| 749,213 | | |
| 403,307 | |
Impairment | |
| 10,504,327 | | |
| - | |
Depreciation and amortization | |
| 27,983 | | |
| 24,807 | |
Unit and Stock-based compensation | |
| 3,572,232 | | |
| 45,584 | |
Business combination transaction expenses | |
| 1,427,73 | | |
| 900,152 | |
Adjusted EBITDA | |
$ | (6,932,966 | ) | |
$ | (4,855,789 | ) |
Liquidity
and Capital Resources
As
of December 31, 2023, our principal sources of liquidity were net proceeds received related to the Business Combination and cash received
from customers.
The
following table shows net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents used in
investing activities, and net cash and cash equivalents provided by financing activities during the periods presented:
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Net cash provided by (used in) | |
| | | |
| | |
Operating activities | |
$ | 8,220,910 | | |
$ | 87,239,622 | |
Investing activities | |
| (43,757 | ) | |
| (58,137 | ) |
Financing Activities | |
| (8,431,875 | ) | |
| (88,032,226 | ) |
Operating
Activities
Our
net cash and cash equivalents provided by (used in) operating activities consists of net loss adjusted for certain non-cash items, including
depreciation and amortization, business combination cost, stock-based compensation expense, cash held in trust account, and as well as
changes in operating assets and liabilities. The primary changes in working capital items, such as the changes in accounts receivable
and deferred revenue, result from the difference in timing of payments from our customers related to contract performance obligation.
This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the
fulfillment of the performance obligation.
Net
cash used in operating activities was $8.2 million during the year ended December 31, 2023. Net cash used in operating activities was
due to our net loss of $23.2 million adjusted for non-cash items of $31.4 million, primarily consisting of the redemption of public shares
in connection with the Business Combination causing the withdrawal of $29.0 million of cash held in the trust account, $0.9 million business
combination cost, $0.4 million extension loan, and use of cash for operating assets and liabilities of $1.1million due to the timing
of cash payments to vendors and cash receipts from customers.
By
comparison, the Company’s net cash provided by operating activities was $87.2 million during the year ended December 31, 2022.
Net cash provided by operating activities was due to our net loss of $6.2 million adjusted for non-cash items of $93.5 million, primarily
consisting of the redemption of public shares in connection with the Business Combination causing the withdrawal of $88.3 million of
cash held in trust account $1.6 million of stock-based compensation expense, $2.5 million extension loan, less $0.5 million and use of
cash for operating assets and liabilities of $.5 million due to the timing of cash payments to vendors and cash receipts from customers.
Investing
Activities
Our
investing activities have consisted primarily of property and equipment purchases.
Net
cash and cash equivalents used in investing activities during the year ended December 31, 2023 consisted of $44 thousand of purchased
property and equipment.
By
comparison, the Company’s net cash and cash equivalents used in investing activities during the year ended December 31, 2022 consisted
primarily of $58 thousand of purchased property and equipment.
Financing
Activities
Net
cash flows from financing activities was ($8.4 million) for the year ended December 31, 2023, which primarily consisted of $10.7 million
repayment on convertible promissory note payable, $1.5 million proceeds from issuance of PIPE Convertible Notes and Warrants, $0.5 proceeds
from related loan, $28.8 million from Common Stock subject to redemption in connection with the Business Combination, $0.5 million underwriting
fee related to the Business Combination, $0.3 million decrease in warrant liability, $18.2 million additional paid in capital and $11.6
million retained earning adjustment.
By
comparison, the Company’s net cash flows from financing activities was ($88.0 million) for the year ended December 31, 2023, which
primarily consisted of $5.5 million proceeds from convertible promissory notes payable, $88.5 million from common stock subject to redemption
in connection with the Business Combination, $4.5 million decrease in warrant liability, $2.8 million additional paid in capital and
$3.4 million retained earning adjustment.
Contractual
Obligations and Commitments and Liquidity Outlook
Currently,
management does not believe the cash and cash equivalents is sufficient to meet our foreseeable cash needs for at least the next 12 months.
Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support the
expansion of our infrastructure and workforce, interest expense and minimum contractual obligations. Management hopes to raise cash either
through a public offering or private debt and equity offering. Our inability to raise cash would cause to operate as a going concern.
Our
future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research
and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings,
and the cost of any future acquisitions of technology or businesses. In the event that additional financing is required from outside
sources, we may be unable to raise the funds on acceptable terms, if at all.
The
following table summarizes our current and long-term material cash requirements as of December 31, 2023:
| |
| | |
Payments due in: | |
| |
Total | | |
Less than 1 year | | |
1-3 years | |
Accounts payable and accrued expenses | |
$ | 4,184,398 | | |
$ | 4,184,398 | | |
$ | - | |
Excise tax | |
| 113,353 | | |
| 113,353 | | |
| - | |
Income tax payable | |
| 120,017 | | |
| 120,017 | | |
| - | |
PIPE Notes, net of discount including interest | |
| 1,549,820 | | |
| 1,549,820 | | |
| - | |
Loan, related party of OMN including interest | |
| 465,023 | | |
| - | | |
| 465,023 | |
| |
$ | 6,432,610 | | |
$ | 5,967.587 | | |
$ | 465,023 | |
Critical
Accounting Policies and Estimates
Our
management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements
which have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing our
financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results
of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of
the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results
and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions
that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is
obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known
for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ
from those estimates.
We
believe that the assumptions and estimates associated with the following critical accounting policies involve significant judgment and
thus have the most significant potential impact on our Consolidated Financial Statements.
Revenue
Recognition
We
generate revenue from the sale of products and services. A description of our revenue recognition policies is included in Note 2,
Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included elsewhere in this Annual
Report on Form 10-K.
Although
most of our sales agreements contain standard terms and conditions, certain agreements contain multiple performance obligations or non-standard
terms and conditions. For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration
to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract. We
rely on either observable standalone sales or an expected cost plus a margin approach to determine the standalone selling price of offerings,
depending on the nature of the performance obligation.
As
we further discuss in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K, for contracts with customers entered into during fiscal years 2023 and 2022, revenue
from the sales of our iRWD and BEAM are recognized over time as the asset created by our performance does not have alternative use to
us and an enforceable right to payment for performance completed to date is present. We recognize revenue as work progresses, using costs
incurred to date relative to total estimated costs at completion. Incurred costs represent work performed, which correspond with and
best depict transfer of control to the customer. Contract costs are incurred over a period of time, which can span periods, and the estimation
of these costs requires management’s judgment. Due to the nature of the work required to be performed on the iRWD and BEAM and
our reliance on the availability the estimation of total revenue and cost at completion is complex, subject to many variables, and requires
significant judgment on a contract-by-contract basis. As part of this process, we review information including, but not limited to, any
outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and
the related changes in estimates of revenue and costs. The risks and opportunities relate to our judgment about the delays that may or
may not be within our control. Risks and opportunities may also relate to supply chain trends and commodity pricing, as well as changes
in foreign currencies. Changes in estimates of net sales, cost of sales, and the related impact to operating profit are recognized on
a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods based on a performance
obligation’s percentage of completion in the current period. A significant change in one or more of these estimates could affect
the profitability of one of more of our performance obligations and could have a material impact on our financial condition and results
of operations.
Stock-based
Compensation
Prior
to the Business Combination, OneMedNet Corporation (now OneMedNet Solutions Corporation) had five authorized classes of membership interests,
consisting of a class of common units known as the Class A Common Units (the “Class A Units”), a class of preferred units
known as the Series A-2 Preferred Units (the “A-2 Preferred Units”), a class of preferred units known as the Series A-1 Preferred
Units (the “A-1 Preferred Units”), Convertible Notes, Stock Options units, known as the Options and Warrants units granted
to employees, officers, and directors pursuant to an incentive plan.
Following
the Business Combination, the Company has authorized 101,000,000 shares of common stock, including 100,000,000 shares of Common Stock
and 1,000,000 shares of Preferred Stock. In addition, the Company has three classes of warrants (i.e., Public Warrants, Private
Warrants and PIPE Warrants) issued and outstanding.
As
the Business Combination is accounted for as a reverse recapitalization, all periods prior to the Business Combination have been retroactively
adjusted using the Exchange Ratio as stipulated by the Merger Agreement for the equivalent number of shares outstanding immediately after
the Merger to effect the reverse recapitalization. The Class A Units, A-2 Preferred Units, A-1 Preferred Units, Options and Warrants
were converted into Common Stock using an exchange ratio of 1:1, the Convertible Notes were converted into Common Stock using an exchange
ratio of 2.5 per share. This is presented within the consolidated statements of changes in redeemable preferred and common units and
equity (deficit).
We
typically issue restricted stock units (“RSUs”) as stock-based compensation. For RSUs, the fair value is the closing market
price of the stock on the date immediately preceding the grant. We recognize compensation expense over the requisite service period for
awards expected to vest. We account for forfeitures as they occur, rather than applying an estimated forfeiture rate. The graded-vesting
method of expense recognition is applied to all awards with service-only conditions.
Certain
RSUs involve stock to be issued upon the achievement of certain performance conditions. Such RSUs become available, subject to time-based
vesting conditions if, and to the extent that, financial performance criteria for the applicable period are achieved. Accordingly, the
number of RSUs earned will vary based on the level of achievement of financial performance objectives for the applicable period. Until
such time that our financial performance can ultimately be determined, each quarter we estimate the number of RSUs to be earned based
on an evaluation of the probability of achieving the financial performance objectives. Such estimates are revised, if necessary, in subsequent
periods when the underlying factors change our evaluation of the probability of achieving the financial performance objectives. Accordingly,
stock-based compensation expense associated with performance-based RSUs may differ significantly from the amount recorded in the current
period.
The
assumptions used in calculating the fair value of stock-based compensation awards represent management’s best estimates, but these
estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use
different assumptions, our stock-based compensation expense could be materially different in the future.
Warrant
transactions
PIPE
Warrants to purchase our shares of Common Stock may be accounted for as either liability or equity instruments depending on the terms
of the warrant agreements. The warrants issued by us are accounted for as equity instruments due to our ability to settle the warrants
through the issuance of units and the absence of terms which would require liability classification, including the rights of the grantee
to require cash settlement. We classify these equity instruments within additional paid-in capital on the consolidated balance sheets.
Private
Warrants to purchase units accounted for as liability instruments represent the warrants issued to significant shareholders and related
parties.
In
order to calculate warrant charges, we used the Black-Scholes pricing model, which required key inputs including volatility and risk-free
interest rate and certain unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions.
We estimated the fair value of unvested warrants, considered to be probable of vesting, at the time. Based on that estimated fair value,
we determined warrant charges, which were recorded as a reduction of the transaction price.
Off-Balance
Sheet Arrangements:
As
of December 31, 2023, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K.
Recently
Adopted Accounting Pronouncements
See
Note 2 to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description
of recently adopted accounting standards.
Recently
Issued Accounting Pronouncements
See
Note 2 to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description
of certain recently issued accounting standards which may impact our financial statements in future reporting periods.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
We
are exposed to market risk, including changes to interest rates and foreign currency exchange rates.
Interest
Rate Sensitivity
We
had cash and cash equivalents totaling $0.05 million and $0.30 million as of December 31, 2023, and December 31, 2022, respectively.
Cash and cash equivalents include cash on hand and investments with original maturities of three months or less, are stated at cost,
and approximate fair value. Our investment policy and strategy are focused on preservation of capital, supporting our liquidity requirements,
and delivering competitive returns subject to prevailing market conditions. We were not exposed to material risks due to changes in market
interest rates given the liquidity of the cash and investments with original maturities of three months.
Foreign
Currency Risk
Although
we are exposed to foreign currency risk from our international operations, we do not consider it to have a material impact. Certain transactions
of the Company and its subsidiaries are denominated in currencies other than the functional currency. Foreign currency transaction losses
totaled $23,109 for the year ended December 31, 2023, which is up from $13,066 for the year ended December 31, 2022, each of which were
recorded within other income, net on the consolidated statements of operations.
Credit
Risk
Financial
instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts
receivable.
The
Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits
may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and,
as a result, the Company believes that, as of December 31, 2023, its risk relating to deposits exceeding federally insured limits was
not significant.
The
Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The
Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not
require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of
30 days. As of December 31, 2023, three customers accounted for over 10% of the Company’s accounts receivable balance, and one
customer accounted for more than 10% of the Company’s accounts receivable balance as of December 31, 2022.
Item
8. Financial Statements and Supplementary Data
ONEMEDNET
CORPORATION
INDEX
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
To
the shareholders and the board of directors of OneMedNet Corporation
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of OneMedNet Corporation as of December 31, 2023 and 2022, the related statements
of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In
addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/s/
BF Borgers CPA PC
BF
Borgers CPA PC (PCAOB ID 5041)
We
have served as the Company’s auditor since 2022
Lakewood,
CO
April
9, 2024
ONEMEDNET
CORPORATION
CONSOLIDATED
BALANCE SHEETS
| |
December 31, 2023 | | |
December 31, 2022 | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 47,008 | | |
| 301,730 | |
Investments held in Trust | |
| - | | |
| 29,029,415 | |
Accounts receivable, net of allowance | |
| 151,640 | | |
| 18,975 | |
Prepaid expenses and other assets | |
| 165,538 | | |
| 100,945 | |
Receivable from SPAC | |
| | | |
| 900,152 | |
| |
| | | |
| | |
Total current assets | |
| 364,186 | | |
| 30,351,217 | |
| |
| | | |
| | |
Property and Equipment, Net | |
| 98,871 | | |
| 83,097 | |
| |
| | | |
| | |
Total assets | |
$ | 463,057 | | |
$ | 30,434,314 | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable & accrued expenses | |
| 4,184,398 | | |
| 2,814,570 | |
Loan Amount due to related parties | |
| 11,200 | | |
| 11,500 | |
Excise tax | |
| 113,353 | | |
| - | |
Loan Extensions | |
| 2,991,679 | | |
| - | |
Deferred revenues | |
| 253,997 | | |
| 183,683 | |
Loan Payable | |
| 38,921 | | |
| - | |
Convertible promissory notes | |
| - | | |
| 8,490,000 | |
Canada Emergency Business Loan Act | |
| 44,673 | | |
| - | |
Income tax payable | |
| 120,017 | | |
| 214,850 | |
Franchise tax payable | |
| - | | |
| 69,966 | |
Pipe Notes, net of discount including interest | |
| 1,549,820 | | |
| - | |
Deferred underwriter fee payable | |
| 3,525,000 | | |
| - | |
Total current liabilities | |
| 12,833,058 | | |
| 11,784,569 | |
| |
| | | |
| | |
Long Term Liabilities | |
| | | |
| | |
Convertible promissory note | |
| | | |
| 1,500,000 | |
Canada Emergency Business Loan Act | |
| | | |
| 44,144 | |
Accrued interest | |
| | | |
| 690,772 | |
Loan, related party of OMN | |
| 465,023 | | |
| - | |
Warrant liabilities | |
| 24,582 | | |
| 362,558 | |
Deferred underwriter fee payable | |
| - | | |
| 4,025,000 | |
Working capital Loan | |
| - | | |
| 207,081 | |
Extension loans | |
| - | | |
| 2,545,839 | |
Total liabilities | |
| 13,322,663 | | |
| 21,159,963 | |
| |
| | | |
| | |
Stockholders’ Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Preferred Series A-2, par value $0.0001, 4,200,000 shares authorized and, 0 and 3,853,797 shares issued and outstanding as of December 31, 2023 and December 31, 2022 | |
| - | | |
| 385 | |
| |
| | | |
| | |
Preferred Shares A-1, par value $0.0001, 4,400,000 shares authorized and, 0 and 3,204,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022 | |
| - | | |
| 320 | |
Preferred value | |
| - | | |
| 320 | |
| |
| | | |
| | |
Common Stock, par value $0.0001, 30,000,000 shares authorized and 23,572,232 and 4,550,166 shares issued and outstanding as of December 31, 2023 and December 31, 2022 | |
| 2,357 | | |
| 455 | |
| |
| | | |
| | |
Data Knights Acquisition Corp. Class A Common Stock, par value $0.0001, 4,200,000 shares authorized and, 0 and 3,853,797 shares issued and outstanding as of December 31, 2023 and December 31, 2022 | |
| - | | |
| 59 | |
| |
| | | |
| | |
Data Knights Acquisition Corp. Class A Common Stock, par value $0.0001, 4,200,000 shares authorized and, 0 and 3,853,797 shares issued and outstanding as of December 31, 2023 and December 31, 2022 | |
| - | | |
| 425 | |
Common stock value | |
| - | | |
| 425 | |
| |
| | | |
| | |
Commitments and contingencies | |
| - | | |
| 28,750,110 | |
| |
| | | |
| | |
Additional paid in capital | |
| 42,220,714 | | |
| 24,032,561 | |
Accumulated deficit | |
| (55,082,677 | ) | |
| (43,509,964 | ) |
| |
| | | |
| | |
Total stockholders’ equity (deficit) | |
| (12,859,606 | ) | |
| 9,274,351 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity (deficit) | |
$ | 463,057 | | |
$ | 30,434,314 | |
The
accompanying notes are an integral part of these consolidated financial statements.
ONEMEDNET
CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
2023 | | |
2022 | |
| |
Year Ended | |
| |
2023 | | |
2022 | |
Revenue | |
$ | 1,021,651 | | |
$ | 1,152,738 | |
Cost of Revenue | |
| 1,149,551 | | |
| 1,513,428 | |
Gross Margin | |
| (127,900 | ) | |
| (360,690 | ) |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
General and administrative | |
| 5,273,503 | | |
| 8,755,620 | |
Operations | |
| 226,257 | | |
| 398,760 | |
Sales & Marketing | |
| 1,114,977 | | |
| 957,690 | |
Research and development | |
| 1,631,613 | | |
| 952,701 | |
Total Operating Expenses | |
| 8,246,350 | | |
| 11,064,771 | |
| |
| | | |
| | |
Operating loss | |
| (8,374,250 | ) | |
| (11,425,461 | ) |
| |
| | | |
| | |
Other Expense (income) | |
| | | |
| | |
Impairment | |
| 10,504,327 | | |
| | |
Income tax provision | |
| - | | |
| 214,850 | |
Interest expense | |
| 749,213 | | |
| 403,307 | |
Other expense | |
| 52,256 | | |
| 46,820 | |
Change in FV of Warrants | |
| (46,822 | ) | |
| (4,489,110 | ) |
Stock Expense | |
| 3,572,232 | | |
| | |
Unrealized gain or loss | |
| - | | |
| (1,371,689 | ) |
Other Expense (income) | |
| 14,831,206 | | |
| (5,195,822 | ) |
| |
| | | |
| | |
Net loss | |
$ | (23,205,456 | ) | |
$ | (6,229,639 | ) |
Loss per share of Common
Stock:(1) | |
| | | |
| | |
Basic and Diluted | |
$ | (0.98 | ) | |
| N/M | |
Weighted-average shares of Common Stock outstanding: | |
| | | |
| | |
Basic and Diluted | |
| 23,572,232 | | |
| N/M
| |
The
accompanying notes are an integral part of these consolidated financial statements
ONEMEDNET
CORPORATION
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
| | |
| | |
Data
Knights Acquisition Corp. | | |
Data Knights Acquisition Corp. |
| | |
| | |
| | |
| | |
| | |
| |
| |
Series
A-2 Preferred Stock | | |
Series
A-1 Preferred Stock | | |
Class
A-Common Stock | | |
Class
B-Common Stock | | |
Class
A-Common Stock | | |
| | |
Additional
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Commitments | | |
Capital | | |
Deficit | | |
Equity | |
Balances,
December 31, 2021 | |
| 3,853,797 | | |
$ | 385 | | |
| 3,204,000 | | |
$ | 320 | | |
| 585,275 | | |
$ | 59 | | |
| 2,875,000 | | |
$ | 288 | | |
| 4,342,666 | | |
$ | 434 | | |
$ | 28,750,110 | | |
$ | 19,607,173 | | |
$ | (33,920,734 | ) | |
$ | 14,438,035 | |
Issuance
of common shares in exchange for services | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000 | | |
| 20 | | |
| - | | |
| 199,980 | | |
| | | |
| 200,000 | |
Issuance
of common shares in exchange for cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 7,500 | | |
| 1 | | |
| - | | |
| 7,499 | | |
| | | |
| 7,500 | |
Issuance
of Data Knights Acquisition Corp. Class B Common Stock | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,378,517 | | |
| 137 | | |
| | | |
| | | |
| - | | |
| 2,825,823 | | |
| | | |
| 2,825,960 | |
Re-Measurement
of Data Knights Acquisition Corp. Class A Common Stock Subject to Possible Redemption | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| (3,359,591 | ) | |
| (3,359,591 | ) |
Stock-based
compensation expense | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| 1,392,086 | | |
| | | |
| 1,392,086 | |
2022
net loss | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| | | |
| - | | |
| | | |
| (6,229,639 | ) | |
| (6,229,639 | ) |
Balances,
December 31, 2022 | |
| 3,853,797 | | |
$ | 385 | | |
| 3,204,000 | | |
$ | 320 | | |
| 585,275 | | |
$ | 59 | | |
| 4,253,517 | | |
$ | 425 | | |
| 4,550,166 | | |
$ | 455 | | |
$ | 28,750,110 | | |
$ | 24,032,561 | | |
$ | (43,509,964 | ) | |
$ | 9,274,351 | |
Beginning
balance | |
| 3,853,797 | | |
$ | 385 | | |
| 3,204,000 | | |
$ | 320 | | |
| 585,275 | | |
$ | 59 | | |
| 4,253,517 | | |
$ | 425 | | |
| 4,550,166 | | |
$ | 455 | | |
$ | 28,750,110 | | |
$ | 24,032,561 | | |
$ | (43,509,964 | ) | |
$ | 9,274,351 | |
Stock-based
compensation expense | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,892,741 | | |
| | | |
| 1,892,741 | |
Preferred
Stock to Common Stock | |
| (3,853,797 | ) | |
| (385 | ) | |
| (3,204,000 | ) | |
| (320 | ) | |
| - | | |
| | | |
| - | | |
| | | |
| 7,057,797 | | |
| 706 | | |
| - | | |
| 7,057,091 | | |
| | | |
| 7,057,092 | |
Convertible
Notes to Common Stock | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| 6,177,229 | | |
| 618 | | |
| - | | |
| 6,176,611 | | |
| | | |
| 6,177,229 | |
Stock
Options to Common Stock | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| 612,670 | | |
| 61 | | |
| - | | |
| 612,609 | | |
| | | |
| 612,670 | |
Converting
of Warrants to Common Stock | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| 3,859,464 | | |
| 386 | | |
| - | | |
| 3,859,078 | | |
| | | |
| 3,859,464 | |
Private
OneMedNet to ONMD Public Shares | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| (2,257,326 | ) | |
| (226 | ) | |
| - | | |
| (2,257,100 | ) | |
| | | |
| (2,257,326 | ) |
Issuance
of PIPE Warrants | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| 101,071 | | |
| | | |
| 101,071 | |
Converting
Data Knights Common Shares (A and B) to ONMD Public Shares | |
| - | | |
| | | |
| - | | |
| | | |
| (585,275 | ) | |
| (59 | ) | |
| (4,253,517 | ) | |
| (425 | ) | |
| 3,460,275 | | |
| 346 | | |
| - | | |
| 634,106 | | |
| | | |
| 633,968 | |
Common
stock redemption | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| (28,750,110 | ) | |
| | | |
| | | |
| (28,750,110 | ) |
Issuance
Public Shares | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| 111,957 | | |
| 11 | | |
| - | | |
| 111,946 | | |
| | | |
| 111,957 | |
Retained
earnings adjustment | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| 11,632,743 | | |
| 11,632,743 | |
2023
net loss | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (23,205,456 | ) | |
| (23,205,456 | ) |
Net loss | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (23,205,456 | ) | |
| (23,205,456 | ) |
Balances,
December 31, 2023 | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | | |
| 23,572,232 | | |
$ | 2,357 | | |
$ | 0 | | |
$ | 42,220,714 | | |
$ | (55,082,677 | ) | |
$ | (12,859,606 | ) |
Ending
Balance | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | | |
| 23,572,232 | | |
$ | 2,357 | | |
$ | 0 | | |
$ | 42,220,714 | | |
$ | (55,082,677 | ) | |
$ | (12,859,606 | ) |
The
accompanying notes are an integral part of these consolidated financial statements.
ONEMEDNET
CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Cash flow from Operating Activities | |
| | | |
| | |
Net Loss | |
$ | (23,205,456 | ) | |
$ | (6,229,639 | ) |
| |
| | | |
| | |
Adjustments to reconcile net loss to net cash flows from operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 27,983 | | |
| 24,807 | |
Business combination cost | |
| 900,152 | | |
| - | |
Stock-based compensation expense | |
| - | | |
| 1,599,586 | |
Cash Held in Trust Account | |
| 29,029,416 | | |
| 88,291,558 | |
Prepaid Expenses | |
| (64,594 | ) | |
| | |
Other current assets | |
| - | | |
| (875,803 | ) |
Accounts payable and accrued Expenses | |
| 1,369,825 | | |
| 1,929,787 | |
Accounts receivable, net of allowance | |
| (132,665 | ) | |
| 72,767 | |
Deferred Revenue & Customer Deposits | |
| 70,314 | | |
| (458,667 | ) |
Amount due to related party | |
| (300 | ) | |
| 11,500 | |
Exercise tax liability | |
| 113,353 | | |
| | |
Extension loan | |
| 445,840 | | |
| 2,545,838 | |
Franchise tax payable | |
| (69,966 | ) | |
| (94,043 | ) |
Income Tax Payable | |
| (94,833 | ) | |
| 214,850 | |
Working capital loan | |
| (168,159 | ) | |
| 207,081 | |
Net cash flows used in operating activities | |
$ | 8,220,910 | | |
$ | 87,239,622 | |
Cash used for Investing Activities | |
| | | |
| | |
Purchase of property and equipment | |
$ | (43,757 | ) | |
$ | (58,137 | ) |
Cash flow from Financing Activities | |
| | | |
| | |
Class B Common Stock | |
| - | | |
| 137 | |
Proceeds (repayment) from issuance of convertible promissory note payable | |
| (10,680,772 | ) | |
| 5,543,162 | |
Proceeds from issuance of PIPE Convertible Notes and Warrants | |
| 1,549,820 | | |
| | |
Proceed from related party loan | |
| 465,024 | | |
| - | |
Proceeds from Canada Emergency Business Loan Act | |
| 529 | | |
| (2,754 | ) |
Common Stock Subject to Redemption | |
| (28,750,109 | ) | |
| (88,549,890 | ) |
Deferred underwriting fee | |
| (500,000 | ) | |
| - | |
Warrant liability | |
| (337,976 | ) | |
| (4,489,110 | ) |
Additional Paid-in Capital | |
| 18,189,350 | | |
| 2,825,823 | |
Class A Common Stock | |
| (59 | ) | |
| - | |
Class B Common Stock | |
| (425 | ) | |
| - | |
Retained Earnings adjustment | |
| 11,632,743 | | |
| (3,359,594 | ) |
Net cash flows from financing activities | |
| (8,431,875 | ) | |
| (88,032,226 | ) |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (254,722 | ) | |
| (850,741 | ) |
Cash and Cash Equivalents, Beginning | |
| 301,730 | | |
| 1,152,471 | |
Cash and Cash Equivalents, Ending | |
| 47,008 | | |
| 301,730 | |
The
accompanying notes are an integral part of these consolidated financial statements.
ONEMEDNET
CORPORATION
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Organization and Operations
OneMedNet
Corporation (the “Company”) is a healthcare software company with solutions focused on digital medical image management,
exchange, and sharing. The Company was incorporated in Delaware on September 20, 2006. The Company has been solely focused on creating
solutions that simplify digital medical image management, exchange, and sharing. The Company has one wholly-owned subsidiary, OneMedNet
Technologies (Canada) Inc., incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia
whose functional currency is the Canadian dollar. The Company’s headquarters location is Eden Prairie, Minnesota.
On
November 7, 2023, as contemplated by the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and
Data Knights, LLC, the Merger Sub’s sponsor merged with and into OneMedNet Corporation, with OneMedNet Corporation surviving the
merger. The Business Combination is further described in Note 3, Business Combination.
Data
Knights Acquisition Corp Merger
On
November 7, 2023, we consummated a merger (the “Merger”) following
the approval at the special meeting of the shareholders of Data Knights Acquisition Corp., a Delaware corporation held on October 17,
2023 (the “Special Meeting”), Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned
subsidiary of Data Knights Acquisition Corp., a Delaware corporation (“Data Knights”), consummated a merger (the “Merger”)
with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation (“OneMedNet”)
pursuant to an agreement and plan of merger, dated as of April 25, 2022 (the “Merger Agreement”), by and among Data Knights,
Merger Sub, OneMedNet, Data Knights, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”)
in its capacity as the representative of the stockholders of Data Knights, and Paul Casey in his capacity as the representative of the
stockholders of OneMedNet (“Seller Representative”). Accordingly, the Merger Agreement was adopted, and the Merger and other
transactions contemplated thereby (collectively, the “Business Combination”) were approved and completed.
The
Business Combination was accounted for as a as a reverse
recapitalization with OneMedNet as the accounting acquirer under the accounting principles generally
accepted in the United States of America (“U.S. GAAP”). Accordingly, the financial statements of the combined company represent
a continuation of the financial statements of OneMedNet.
On
June 28, 2023, the Company and Data Knights entered into a Securities Purchase Agreement (the “SPA”) with certain investors
(collectively referred to herein as the “Purchasers”) for PIPE financing in the aggregate original principal amount of $1,595,744.70
and the purchase price of $1.5 million. Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the
Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common
Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume
weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date. The Purchasers’ $1.5 million
investment in the PIPE Notes closed and funded contemporaneous to the Closing of the Business Combination.
Effective
immediately prior to the Closing, OneMedNet, Inc. issued the PIPE Notes to the Purchasers under the private offering exemptions under
Securities Act of 1933, as amended (the “Securities Act”).
Risks
and Uncertainties
The
Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial
market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations,
dependence on key personnel, and protection of proprietary technology.
As
previously reported on Form 8-K on February 9, 2024, the Company received written notice (the “Nasdaq Notice”), dated February
7, 2024, from the Nasdaq Stock Market (“Nasdaq”) indicating that for the preceding 30 consecutive business days, the market
value of the Company’s listed securities (“MVLS”) did not maintain a minimum market value of $50,000,000 (the “Minimum
MVLS Requirement”) as required by Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the
Company has a compliance period of 180 calendar days, or until August 5, 2024, to regain compliance with the Minimum MVLS Requirement.
Compliance may be achieved if the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days at
any time during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be
closed.
If
the Company does not regain compliance with the Minimum MVLS Requirement by August 5, 2024, Nasdaq will provide written notification
to the Company that its common stock is subject to delisting. At that time, the Company may appeal the relevant delisting determination
to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance,
if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. In such
event, the Company may also seek to apply for a transfer to The Nasdaq Global Market if it meets the requirements for continued listing
thereon. The Nasdaq Notice received have no immediate effect on the Company’s continued listing on the Nasdaq Global Market or
the trading of Company’s common stock, subject to the Company’s compliance with the other continued listing requirements.
The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on
the Nasdaq Global Market. There can be no assurance that the Company will be successful in maintaining the listing of its common stock
on the Nasdaq Global Market.
2.
Summary of Significant Accounting Policies
Basis
of Presentation and Foreign Currency Translation
The
consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in
the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
Business
Combination
We
account for business acquisitions under ASC Topic 805, Business Combinations (“ASC Topic 805”). The total purchase consideration
for an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities assumed at the acquisition
date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets)
and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize
goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired
and the liabilities assumed. We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of
operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the
total purchase consideration. We include the results of operations of the acquired business in the consolidated financial statements
beginning on the acquisition date.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions
that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the
consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and
assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those
related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances,
and unit and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.
Operating
Segments
The
Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial
information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive
Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial
information and resources and assesses the performance of these resources on a consolidated basis. The Company is not organized by market
and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages
the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and
does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial
segment information can be found in the consolidated financial statements.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased. Cash equivalents
consist of money market funds and are carried at cost, which approximates fair value. The balances, at times, may exceed FDIC Insured
limits. The Company believes that, as of December 31, 2023, its risk relating to deposits exceeding federally insured limits was not
significant.
Accounts
Receivable
Accounts
receivable are unsecured, recorded at net realizable value, and do not bear interest. Accounts receivable are considered past due if
not paid within the terms established between the Company and the customer. Amounts are only written off after all attempts at collections
have been exhausted. The Company determines the need for an allowance for doubtful accounts based upon factors surrounding the credit
risk of specific customers, historical trends and other information. As of December 31, 2023 and 2022, the Company established allowances
of $0 and $102,700 respectively. The net receivable balances outstanding are fully collectible.
The
Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not
require collateral from its customers and generally requires payment from 0 to 90 days from the invoice date. For the year ended December
31, 2023, there was 1 customer that accounted for 10% or more of total revenue, and there were 2 customers that accounted for 10% or
more of total revenue for the years ended December 31, 2022 . The following table represents these customers’ aggregate percent
of total revenue:
Schedule
Of Aggregate Percentage Revenue and Accounts Receivable
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Customer 1 | |
| 52 | % | |
| 31 | % |
Customer 2 | |
| - | | |
| 22 | % |
Aggregate Percent of Total Revenue | |
| 52 | % | |
| 53 | % |
As
of December 31, 2023, three customers accounted for more than 10% of the Company’s accounts receivable balance, and two customers
accounted for over 10% of the Company’s accounts receivable balance at December 31, 2022. The following table represents these
customers’ aggregate percent of total accounts receivable:
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Customer 1 | |
| - | | |
| 40 | % |
Customer 2 | |
| 36 | % | |
| - | |
Customer 3 | |
| 33 | % | |
| - | |
Customer 4 | |
| - | | |
| 32 | % |
Customer 5 | |
| 27 | % | |
| - | |
Aggregate Percent of Total Accounts Receivable | |
| 96 | % | |
| 72 | % |
Aggregate Percent of Revenue and Accounts Receivable | |
| 96 | % | |
| 72 | % |
Property
and Equipment
Property
and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated
over their estimated useful lives ranging from three to five years. Cost of maintenance and repairs are charged to expense when incurred.
Impairment
of Long-Lived Assets
The
Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances
indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated
future undiscounted net cash flows from the use of the asset are less than the carrying amount of that asset. There have been no losses
during the years ended December 31, 2023 or December 31, 2022.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes
the inputs to valuation methodologies used to measure fair value:
Level
1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level
2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets
and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data.
Level
3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions
made by other market participants. These valuations require significant judgment.
We
measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical
assets or liabilities. Other marketable securities were valued either based on recent trades of securities in inactive markets or based
on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We
did not hold significant amounts of marketable securities categorized as Level 3 assets as of the years ended December 31, 2022 and December
31, 2023.
The
Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, convertible notes
payable and certain privately issued warrants. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable
financial instruments approximate their fair value due to their short-term nature. The Company’s Private Warrants estimated fair
values are provided by a third party pricing vendor and are reviewed by the Company’s management. The Private Warrants valuations
are based on unobservable inputs reflecting the vendor’s assumptions, consistent with reasonably available assumptions made by
other market participants and thus are classified as Level 3.
Revenue
Recognition
Revenue
is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”) 2014-09, Revenue from
Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations
in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance
obligations, and revenue recognition as the performance obligations are satisfied.
Revenue
from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to
a customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit
of account under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation in proportion to
the standalone selling price for each and recognized as revenue when, or as, the performance obligation is satisfied.
Individual
promised goods and services in a contract are considered a performance obligation and accounted for separately if the good or service
is distinct. A good or service is considered distinct if the customer can benefit from the good or service on its own or with other resources
that are readily available to the customer and the good or service is separately identifiable from other promises in the arrangement.
The
transaction price for the products is the invoiced amount. Advanced billings from contracts are deferred and recognized as revenue when
earned. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection
is considered probable The Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority
and imposed on and concurrent with a specific revenue-producing transaction. Deferred revenue consists of payments received in advance
of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives
payments from customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes
unconditional. Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.
The
Company generates revenue from two streams: (1) iRWD (imaging Real World Data) which provides regulatory grade imaging and clinical data
in the Pharmaceutical, Device Manufacturing, CRO’s and AI markets and (2) BEAM which is a Medical Imaging Exchange platform between
Hospital/Healthcare Systems, Imaging Centers, Physicians and Patients. iRWD is sold on a fixed fee basis based on the number of data
units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer.
Beam revenue is subscription-based revenue which is recognized ratably over the subscription period committed to by the customer. The
Company invoices its Beam customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer
issues a cancellation notice.
Income
Taxes
The
Company is subject to U.S. federal, state and local income taxes. The Company accounts for income taxes in accordance with ASC Topic
740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary
differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for
the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s
consolidated balance sheets as deferred tax assets and liabilities.
ASC
Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected
to be taken in a tax return that affects amounts reported in the financial statements. The Company has reviewed and will continue to
review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based
on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions
reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded
in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain
tax positions, if applicable, as a component of income tax expense
Deferred
tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of
the deferred tax assets will not be realized. The Company provides deferred taxes at the enacted tax rate that is expected to apply when
the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the
uncertainty of realizing the related benefits.
Patents
and Trademarks
Costs
associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable
future economic benefits to the Company and are included in research and development expenses on the consolidated statements of operations.
Research
and Development
The
Company account for its research and development cost in accordance with ASC Topic 730, Research and Development (“ASC Topic 730”).
ASC Topic 730 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities
that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. For the years ended December 31, 2023
and December 31, 2022 research and development expenditures were charged to operating expense as incurred..
Stock-based
Compensation
The
Company has a stock-based compensation plan, which is described in more detail in Note 8. The fair value of stock option and warrant
grants are determined on the date of grant using the Black Scholes valuation model. Forfeitures of stock based awards are recorded as
the actual forfeitures occur. Stock based compensation expense is recognized over the service period, net of estimated forfeitures, using
the straight-line method. The Company converted all unvested stock based compensation awards to common shares in the year ended December
31, 2023.
General,
and Administrative Expenses
General
and administrative expenses include all costs that are not directly related to satisfaction of customer contracts. General, and administrative
expenses include items for the Company’s selling and administrative functions, such as sales, finance, legal, human resources,
and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related
costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization,
and depreciation expense.
Emerging
Growth Company
The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has
not elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company , can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
Accounting
Pronouncements Not Yet Adopted
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment
Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable
segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported
measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified
as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance
and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented
in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures
when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
In
December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income
tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.
The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied
on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures.
Recently
adopted accounting pronouncements
In
October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
(ASC Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities
(deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer
applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December
15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not
and is currently not expected to have a material impact on our consolidated financial statements.
3.
Business Combination
The
Business Combination was accounted for as a reverse recapitalization as OneMedNet Corporation was determined to be the accounting acquirer
under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805,
Business Combinations. This determination was primarily based on OneMedNet Corporation comprising the ongoing operations of the combined
entity, OneMedNet Corporation’s senior management comprising of all the senior management of the combined company, and the prior
shareholders of OneMedNet owning a majority of the voting power of the combined entity. Accordingly, for accounting purposes, the financial
statements of the combined entity upon consummation of the Business Combination represented a continuation of the financial statements
of OneMedNet Corporation with the merger being treated as the equivalent of OneMedNet issuing stock for the net assets of Data Knights
Inc., accompanied by a recapitalization. Operations prior to the Business Combination are presented as those of OneMedNet Corporation
in future reports of the combined entity.
4.
Going Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities and commitments in the normal course of business. The Company does not have adequate liquidity to fund
its operations through at least twelve months from the date these financial statements were available for issuance. The Company has an
accumulated deficit 55,082,677 as of year-end December 31, 2023 and $43,509,964, as of year-end December 31, 2022 and has had negative
cash flows from operating activities for the year ended December 31, 2023. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. To continue in existence and expand its operations, the Company will be required to, and management
plans to, raise additional working capital through an equity or debt offering and ultimately attain profitable operations. If the Company
is not able to raise additional working capital, it would have a material adverse effect on the operations of the Company and continuing
research and development of its product. The consolidated financial statements do not include any adjustments relating to the recoverability
and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The
Company’s continuation as a going concern is dependent upon its ability to continue receiving working capital cash payments and
generating cash flow from operations.
5.
Property and Equipment
Property
and equipment are summarized as of December 31:
Schedule
of Property And Equipment
| |
2023 | | |
2022 | |
Computers | |
$ | 246,578 | | |
$ | 259,207 | |
Furniture and equipment | |
| 35,708 | | |
| 3,785 | |
Total Property and Equipment | |
| 282,286 | | |
| 262,992 | |
Less: accumulated depreciation | |
| (183,415 | ) | |
| (179,895 | ) |
Net Property and Equipment | |
$ | 98,871 | | |
$ | 83,097 | |
Depreciation
and amortization expense was $27,983 and $24,807 for the years ended December 31, 2023 and 2022, respectively.
6.
Income Taxes
The
Company has generated both federal and state net operating losses (NOL) of approximately $21
million and $23 million, respectively, which if not used, will begin to expire in 2030.
The Company believes that its ability to fully utilize the existing NOL carryforwards could be restricted on a portion of the NOL by
changes in control that may have occurred or may occur in the future and by its ability to generate net income. The Company has not yet
conducted a formal study of whether, or to what extent, past changes in control of the Company impairs its NOL carryforwards because
such NOL carryforwards cannot be utilized until the Company achieves profitability.
Components
of deferred income taxes are as follows as of December 31:
Schedule
of Deferred Income Taxes
| |
2023 | | |
2022 | |
Deferred Tax Assets | |
| | | |
| | |
Net operating loss carry forward | |
$ | 6,823,785 | | |
$ | 6,973,587 | |
Stock Compensation | |
| 1,035,947 | | |
| 481,144 | |
Other | |
| - | | |
| 53,268 | |
Gross deferred tax assets | |
| 7,859,732 | | |
| 7,507,999 | |
Less valuation allowance | |
| (7,859,732 | ) | |
| (7,507,999 | ) |
Net deferred tax assets | |
| - | | |
| - | |
The
change in the valuation allowance was $351,734 and $1,384,220 for the years ended December 31, 2023 and 2022, respectively. The effective
tax rate for the years ended December 31, 2023 and 2022 differs from the federal and state statutory rates due to the full valuation
allowance. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. The tax years from inception through December 31, 2023 remain subject
to examination by all major taxing authorities due to the net operating loss carryovers. The Company is not currently under examination
by any taxing jurisdiction. The Company did not incur any interest or penalties during the years ended December 31, 2023 or 2022.
As
a result of the Business Combination, the Company was appointed as the sole managing member of Data Knights. The Company is subject to
U.S. federal income taxes, in addition to state and local income taxes. The Company accounts for income taxes using the asset and liability
method, which requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable
to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective
tax base. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements
and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected
to be settled or recovered. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. In assessing
the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred
tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax
liabilities, projected future income, and tax planning strategies in making this assessment.
The
Company has established a valuation allowance related deferred tax assets on deductible temporary differences, tax losses, and tax credit
carryforwards. The valuation allowance as of December 31, 2023 was $168.3. The increase
in the valuation allowance in fiscal year 2023 of $155.7 million primarily relates to the
Company’s investment in Data Knights, and tax carryforward attributes.
As
of December 31, 2023, the Company had a U.S. federal net operating loss carryforwards of $10.3
million and gross state net operating loss carryforwards of $8.9 million.
7.
Convertible Promissory Notes held by Related Party
During
2023, the Company entered various Convertible Promissory Notes (“Note”) with related party investors totaling $2,300,000
(2022 - $4,700,000) and unrelated party investors of $1,875,000 (2022 - $440,000). The Notes issued are unsecured and bear an interest
rate of six percent annually from the date of issuance until the outstanding principal is paid or converted. On November 11, 2022 the
Convertible note agreement was amended and restated in order to (i) provide for the sale and issuance to Purchasers from the effective
date of January 1, 2022 and after the date of this Agreement of up to an additional $5,000,000 aggregate principal amount of Notes and
warrants to purchase shares of the Company’s capital stock, (ii) provide for the sale and issuance to Purchasers who purchased
Notes under the Prior Agreement between the Effective Date and the date of this Agreement of warrants to purchase shares of the Company’s
common stock at an exercise price of $1.00 per share; (iii) extend the maturity date of all outstanding Notes from December 31, 2022
to November 7, 2023.
The
principal and unpaid accrued interest on each Note will convert: (i) automatically, upon the Company’s issuance of equity securities
(the “Next Equity Financing”) in a single transaction, or series of related transactions, with aggregate gross proceeds to
the Company of at least $5,000,000, into shares of the Company’s capital stock issued to investors in the Next Equity Financing,
at a conversion price equal to the lesser of (A) a 20% discount to the lowest price per share of shares sold in the Next Equity Financing,
or (B) $2.50 per share; (ii) at the noteholder’s option, in the event of a defined Corporate Transaction while such Note remains
outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share; and (iii)
at the noteholder’s option, on or after the Maturity Date while such Note remains outstanding, into shares of the Company’s
Series A-2 Preferred Stock at a conversion price equal to $2.50 per share.
If
a Corporate Transaction occurs before the repayment or conversion of the Notes, the Company will pay at the closing of the Corporate
Transaction to each noteholder that elects not to convert its Notes in connection with such Corporate Transaction an amount equal to
the outstanding principal amount of such noteholder’s Note plus a 20% premium. “Corporate Transaction” means (a) a
sale by the Company of all or substantially all of its assets, (b) a merger of the Company with or into another entity (if after such
merger the holders of a majority of the Company’s voting securities immediately prior to the transaction do not hold a majority
of the voting securities of the successor entity) or (c) the transfer of more than 50% of the Company’s voting securities to a
person or group.
During
November 2019, the Company entered into a Convertible Promissory Note (“Note”) agreement with a related party investor. The
total amount of the Note is $1,500,000. The Note is unsecured and bears interest at a rate of four percent annually from the date of
issuance until the outstanding principal is paid or converted. The Note matures on January 1, 2025. The Note shall automatically convert
into the next offering of preferred stock upon closing of such next equity financing. The number of shares of preferred stock to be issued
upon conversion shall be equal to the number obtained by dividing the outstanding principal and unpaid accrued interest owed on the date
of conversion, by the conversion price. The conversion price is 100 percent of the lowest price per share paid for the next equity preferred
stock by other investors in the next equity financing. In the event that prior to the conversion or repayment of amounts owed, the Company
completes a financing transaction in which the Company sells equity securities but such transaction does not qualify as next equity financing
(i.e., an “alternative financing”), then the principal and unpaid accrued interest may (upon written election of the purchaser
holding the Note) convert into the securities issued by the Company in the alternative financing. The number of alternative financing
equity securities to be issued upon such conversion shall be equal to the number obtained by dividing the outstanding principal and unpaid
accrued interest owed by an amount equal to 100 percent multiplied by the lowest price per share at which the alternative financing equity
securities are sold and issued for cash in the alternative financing.
As
of December 31, 2022 there was $9.9 million outstanding principal balance on the Notes and $690,771 in accrued interest, all included
in long-term liabilities on the balance sheet. There were no payments of principal or interest during 2022. In connection with the $5,140,000
in convertible notes issued in 2022, 2,056,000 in warrants were issued.
In
November 2023, the Business Combination between Data Knights and the Company triggered the Notes’ conversion to common stock. Approximately
$15.4 million of the total outstanding Notes plus accrued interest were converted at $2.50 per share of common stock.
8.
Canadian Emergency Business Loan Act (CEBA)
During
December 2020, the Company applied for and received a $44,673 USD CEBA loan. The loan was provided by the Government of Canada to provide
capital to organizations to see them through the current challenges and better position them to return to providing services and creating
employment. The loan is unsecured. The loan was interest free through December 31, 2023. If the loan is paid back by January 18, 2024,
$14,742 of the loan will be forgiven. If the loan is not paid back by January 18, 2023, the full $44,673 loan will be converted to loan
repayable over three years with a 5% interest rate. The loan was paid back prior January 18, 2024. At December 31, 2023 the loans is
classified as Canada Emergency Business Loan Act under Current Liabilities on the Consolidated Balance Sheet.
The
Company accounted for the loan as debt in accordance with FASB Accounting Standards Codification 470 Debt and accrued interest in accordance
with the interest method under FASB ASC 835-30.
9.
Shareholders’ Equity
Series
A-2 Preferred Stock
The
Company’s previously issued and outstanding Series A-2 preferred stock included a $0.15 per share annual noncumulative dividend
when and if declared by the board of directors. No dividends were declared in the years ended December 31, 2023 or December 31 2022.
The Series A-2 preferred stock also includes a liquidation preference of 1.25 times the original issue price plus any declared but unpaid
dividends upon the liquidation, dissolution, merger or sale of substantially all the assets of the Company and have a preference upon
liquidation over Series A-1 preferred stock and common stock. Each share of Series A-2 preferred stock may be converted into equal shares
of common stock at the option of the holder at any time. In addition, the Series A-2 preferred stock shares are automatically convertible
into common shares upon the sale of shares of common stock to the public at the then applicable conversion price in a firm commitment
underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting
in at least $20 million in proceeds, net of underwriting discounts and commissions. Each share of Series A-2 preferred stock has voting
rights equal to the number of shares of common stock then issuable upon conversion of such share of preferred stock. The Company is obligated
to redeem shares of Series A-2 Preferred Stock in the occurrence of a Deemed Liquidation Event unless a majority of the holders of Series
A-2 Preferred Stock and a majority of the Series A-1 Preferred Stock consent otherwise.
In
November 2023, the Business Combination between Data Knights and the Company triggered the Series A-2 Preferred Stock and Series A-1
Preferred Stock convert 1-1 to commons stock.
Series
A-1 Preferred Stock
The
Company’s previously issued and outstanding Series A-1 preferred stock included a $0.15 per share annual noncumulative dividend
when and if declared by the board of directors. No dividends were declared in the years ended December 31, 2023 or December 31 2022.
The Series A-1 preferred stock also includes a liquidation preference of 1.25 times the original issue price plus any declared but unpaid
dividends upon the liquidation, dissolution, merger or sale of substantially all the assets of the Company and have a preference upon
liquidation over common stock. Each share of Series A-1 preferred stock may be converted into equal shares of common stock at the option
of the holder at any time. In addition, the Series A-1 preferred stock shares are automatically convertible into common shares upon the
sale of shares of common stock to the public at the then applicable conversion price in a firm commitment underwritten public offering
pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million in proceeds,
net of underwriting discounts and commissions. Each share of Series A-1 preferred stock has voting rights equal to the number of shares
of common stock then issuable upon conversion of such share of preferred stock. The Company is obligated to redeem shares of Series A-1
Preferred Stock in the occurrence of a Deemed Liquidation Event unless a majority of the holders of Series A-1 Preferred Stock consent
otherwise.
In
November 2023, the Business Combination between Data Knights and the Company triggered the Series A-2 Preferred Stock and Series A-1
Preferred Stock convert 1-1 to commons stock.
Common
Stock
In
2023, in connection with services performed by the Board of Directors common shares of 100,000 (100,000- 2022) were issued at $1.00 per
share. These were expensed as general and administrative expenses in the Statement of Operations.
The
table below summarizes the Common Stock activities during the year ended December 31, 2023.
Schedule of Common Stock Activities
| |
Common Shares | |
Balances, December 31, 2022 | |
| 4,550,166 | |
Balance | |
| 4,550,166 | |
Preferred Stock to Common Stock | |
| 7,057,797 | |
Convertible Notes to Common Stock | |
| 6,177,229 | |
Stock Options to Common Stock | |
| 612,670 | |
Converting of Warrants to Common Stock | |
| 3,859,464 | |
Private OneMedNet to ONMD Public Shares | |
| (2,257,326 | ) |
Converting Data Knights Common Shares (A and B) to ONMD Public Shares | |
| 3,460,275 | |
Issuance Public Shares | |
| 111,957 | |
Balances, December 31, 2023 | |
| 23,572,232 | |
Balance | |
| 23,572,232 | |
10.
Stock Options
During
2020, the Company adopted a new equity incentive plan (the Plan), which provides for the granting of incentive and nonqualified stock
options to employees, directors, and consultants. As of December 31, 2020, the Company has reserved 3,000,000 shares of common stock
under the Plan. The Company believes that such awards better align the interests of its employees with those of its stockholders. Option
awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant;
those option awards generally vest with a range of one to four years of continuous service and have ten-year contractual terms. As there
is no public data available for the share price valuation, the Company considers the Fair Market Value of $1 to be on the conservative
side and similar to the exercise price. Certain option awards provide for accelerated vesting if there is a change in control, as defined
in the Plan. The Plan also permits the granting of restricted stock and other stock-based awards. Unexercised options are cancelled upon
termination of employment and become available under the Plan.
Information
with respect to options outstanding is summarized as follows:
Schedule of Options Outstanding
| |
Options Outstanding | | |
Weighted- Average Exercise Price | | |
Aggregate Intrinsic Value | |
Outstanding as of December 31, 2020 | |
| 1,995,000 | | |
$ | 1.00 | | |
$ | 1,995,000 | |
Granted - under the Plan | |
| 25,000 | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | |
Cancelled | |
| (1,072,816 | ) | |
| | | |
| | |
Outstanding as of December 31, 2021 | |
| 947,184 | | |
$ | 1.00 | | |
$ | 947,184 | |
Granted - under the Plan | |
| 577,000 | | |
| | | |
| | |
Exercised | |
| (7,500 | ) | |
| | | |
| | |
Cancelled | |
| (485,684 | ) | |
| | | |
| | |
Outstanding as of December 31, 2022 | |
| 1,031,000 | | |
$ | 1.00 | | |
$ | 1,031,000 | |
Options exercisable as of December 31, 2022 | |
| 567,581 | | |
$ | 1.00 | | |
$ | 567,581 | |
As
of December 31, 2022 and 2021, there were 1,031,000 and 947,184 common stock options outstanding with a weighted average remaining contractual
life of 7.11 years and 6.01 years, respectively.
As
of December 31, 2022 and 2021, there were 567,581 and 723,431 common stock options exercisable at a weighted average remaining contractual
life of 5.56 years and 5.27 years, respectively.
On
November 7, 2023, the Company issued shares of common stock for 692,153 vested options less an exercise price of $1.00.
At
the Special Meeting held on October 17, 2023,
Data Knights shareholders considered and approved the OneMedNet Corporation 2022 Equity Incentive Plan (the “Plan”) and reserved
an amount of shares of common stock equal to 10% of the number of shares of common stock of OneMedNet following the Business Combination
for issuance thereunder. The Plan was approved by the OneMedNet pre-Closing board of directors on October 17, 2023. The Plan became effective
immediately upon the Closing of the Business Combination.
Black
Scholes Assumptions
The
determination of the fair value of stock options using an option valuation model is affected by the Company’s stock price valuation,
as well as assumptions regarding a number of complex and subjective variables. The volatility assumption is based on volatilities of
similar companies over a period of time equal to the expected term of the stock options. The volatilities of similar companies are used
in conjunction with the Company’s historical volatility because of the lack of sufficient relevant history for the Company’s
common stock equal to the expected term. The expected term of the employee stock options represents the weighted average period for which
the stock options are expected to remain outstanding. The expected term assumption is estimated based primarily on the options’
vesting terms and remaining contractual life and employees’ expected exercise and post- vesting employment termination behavior.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time
of grant. The dividend yield assumption is based on the expectation of no future dividend payouts by the Company.
The
fair value of the Company’s previous stock options was estimated assuming no expected dividends and the following weighted average
assumptions:
Schedule
of Fair Value of Stock Options
| |
2022 | | |
2021 | |
Expected life in years | |
| 5.89 | | |
| 6.08 | |
Risk-free interest rate | |
| 0.55 | % | |
| 0.49 | % |
Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % |
Expected volatility | |
| 32 | % | |
| 60 | % |
The
total expense recognized for share-based payments was $45,584 and $47,071 for the years ended December 31, 2022 and 2021, respectively.
These costs are included in the statements of operations. As of December 31, 2022, there was $75,987 of unrecognized compensation costs
related to stock option grants which will be recognized over the next four years.
During
2023, the Company issued common stock to employees and extinguished all outstanding stock options. The 612,720 shares outstanding were
recorded as stock expense in the Consolidated Statement of Operations.
11.
Stock Warrants
In
2021, there were 174,102 OneMedNet Corporation outstanding common stock warrants issued for service at a weighted average exercise price
of $0.10. In 2022 for the exercise price of $1.00, the OneMedNet Corporation issued 145,746 warrants for 2021 service and 294,000 warrants
for 2022 service, 2,056,000 in warrants were issued attached to convertible notes. The Company expensed $1,346,288 in 2022 in relation
to the issuance of the Warrants. In 2023 for the exercise price of $1.00, the OneMedNet issued 1,670,000 in warrants attached to convertible
notes. OneMedNet Corporation converted 4,165,746 warrants outstanding to common stock at an exercise price of $1.00 and converted 174,102
warrants outstanding to common stock at an exercise price of $0.10.
As
of December 31, 2023 and December 31, 2022, the Company had 11,500,000
of publicly traded warrants. The warrants trade on the Nasdaq had closing price of $.0149
and $.0400
at December 31, 2023 and December 31, 2022 respectively.
As
of December 31, 2023 and December 31, 2022, the Company had 681,019 and 585,275
of private warrants outstanding. These warrants are classified as liability on the Consolidated Balance Sheet. Changes in the
warrant liabilities are recorded in the Statement of Operations. As of December 31, 2023 and December 31, 2022, the warrant
liabilities were $0.6
million and $0.4
respectively.
12.
Fair Value Measures
The
fair value measurement accounting standards establish a framework for measuring fair value and expand disclosures about fair value measurements.
The standard does not require any new fair value measurements; rather, it applies to other accounting pronouncements that require or
permit fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This pronouncement
also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value.
The
valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three
levels are defined as follows:
Level
1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market
Level
2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived
valuations in which all significant inputs are observable for substantially the full term of the asset or liability
Level
3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability
The
following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above
input categories as of December 31, 2023 and December 31, 2022 (in thousands):
Schedule of Financial Assets
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Investments held in Trust | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Assets | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | |
13.
Related Party Transactions
Loan
Extensions
Data
Knights closed its initial public offering in May 2021 and had 12 months to complete a business combination. Alternatively, the Data
Knight could extend the period up to two times for an additional three months each time with an extension costing $1.2 million. Data
Knights received a total of $300,000 from members of the Company’s Management and Directors. As of December 31, 2023 and December
31, 2022 the total extension loan including interest outstanding was $3.0 million and $2.5 million, respectively.
PIPE
Convertible Notes and Warrants
In
November 2023, the Company entered into a Securities Purchase Agreement (SPA) in which the Company was required to sell senior secured
convertible notes and warrants to Directors of the Company. The SPA stipulates a collateral security agreement between the Company and
the Directors for punctual payment and performance by the Company on its Obligations to the Directors. The Intellectual Property of the
Company serves as the collateral for the Directors. The senior secured convertible notes and warrants were issued through a private issuance
of a public entity (PIPE) transaction, which is a form of debt and equity offering under an exception in the securities law for qualifying
private placements by issuers of publicly traded securities. The Company received a total of $1.5 million from the director in exchange
for senior convertible notes of $1.6 million (plus accrued interest of $0.1 million) and 95,745 warrants to acquire common stock. The
senior secured notes are convertible to the conversion rate of $10.00 per share, and 92.5% of the lowest VWAP for the ten (10) trading
days immediately preceding the conversion Date, subject to the floor price of $1.14 (representing 20% of the closing price on the last
trading day before the closing of the Business Combination), or the alternative conversion ratio the greater of the floor price and the
lesser of 80% of the VWAP of the common stock as of the trading day and 80% of the price computed as the quotient of the sum of the VWAP
of the Common Stock for each of the three Trading Days with the lowest VWAP of the Common Stock during the fifteen consecutive trading
day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
divided by three. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or similar transaction that proportionately decreases or increases the common stock.
The
warrants are classified as equity and the total proceeds received from the Directors are allocated based on the relative fair values
of the convertible notes and the warrants at the issued date. The portion allocable to warrants is accounted for as paid-in capital.
The senior secured convertible notes are classified as long term debt in the Consolidated Balance Sheet. The estimate fair value of the
senior secured convertible notes at December 31, 2023 was $1.2 million.
14.
Commitments, Contingencies, and Concentrations Operating lease
The
Company has a month-to-month lease for a suite at a cost of $575 per month. The Company incurred $7,695 and $7,694 of rent expense, including
common tenant costs and cancellation costs, during the years ended December 31, 2023 and 2022, respectively.
15.
Subsequent Events
The
Company has evaluated subsequent events occurring through April 9, 2024, the date the financial statements were available for issuance,
for events requiring recording or disclosure in the Company’s financial statements.
During
2024, through to the date of this report, the Company issued 256,944
and 20,834
shares of Common Stock to EF Hutton LLC and Kingwood Capital Partners, LLC, respectively, as consideration for $3.0
million owed by the Company for underwriting commission due at the closing of the Business Combination.
During
2024, through to the date of this report, the Company bought back 187,745 shares of Common Stock from a convertible note holder.
During
2024, through to the date of this report, the Company received $1,000,000
from a majority shareholder for the purchase
of shares, and an additional $300,000
treated as a shareholder loan.
During
2024, through to the date of this report, the Company entered into a definitive securities purchase agreement with an institutional investor
providing up to $4.54 million in funding through a private placement for the issuance of senior convertible notes.
As previously announced on Form
8-K, on March 28, 2024, OneMedNet Corporation (the “Company”) entered into a definitive
securities purchase agreement (the “Securities Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd., an
affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to USD$4.54 million in
funding through a private placement for the issuance of senior secured convertible notes (the “Notes”).
As previously
announced on Form 8-K, on March 27, 2024, Paul J. Casey, Chief, Chief Executive Officer of the Company, notified the Company of his intention
to retire as Chief Executive Officer of the Company effective March 29, 2024. Mr. Casey will continue to serve as a member of the Board
of Directors (the “Board”) of the Company. In connection with Mr. Casey’s service on the Advisory Board of the Company,
the Board approved a Stock Option Grant (the “Option Grant”) providing for the grant of 147,000 five-year options exercisable
at $1.00 per share adviser to Mr. Casey. Also on March 27, 2024, Scott Holbrook, a member of the Board of the Company and a member of
the Company’s Audit Committee, notified the Company of his intention to retire from the Company’s Board effective March 29,
2024.
Effective
March 29, 2024, the Board (i) appointed Mr. Aaron Green, to serve as Chief Executive Officer of the Company to fill the vacancy created
by the retirement of Paul Casey; (ii) appointed Mr. Aaron Green, to serve as a member of the Board to fill the vacancy created by the
retirement of Scott Holbrook; and (iii) appointed Board member, Dr. Thomas Kosasa, to serve on the Company’s Audit Committee, also
to fill the vacancy created by the retirement of Scott Holbrook.
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Annual Report on Form 10-K. Based
on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure
controls and procedures were effective at the reasonable assurance level.
Management’s
Report on Internal Control Over Financial Reporting
As
disclosed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on November 7, 2023. Prior to the Business
Combination Data Knights, our predecessor, was a special purpose acquisition company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, recapitalization or similar business combination with one or more businesses. As a
result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because Data
Knights’ operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business
Combination. As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal
control over financial reporting as of December 31, 2023. Accordingly, we are excluding management’s report on internal control
over financial reporting pursuant to Section 215.02 of the SEC Division of Corporate Finance’s Regulation S-K Compliance and Disclosure
Interpretations.
Changes
in Internal Control Over Financial Reporting
No
change in our internal control over financial reporting occurred during the quarter ended December 31, 2023 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Item
9B. Other Information
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
11. Executive Compensation
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
14. Principal Accounting Fees and Services
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
The
following documents are filed as a part of this Form 10-K:
(a)(1)
Financial Statements
(a)(2)
Financial Statement Schedules
None.
(a)(3)
Exhibits.
These
exhibits listed below are filed or incorporated by reference into this Report.
Exhibit
Number |
|
Description |
2.1† |
|
Agreement and Plan of Merger, dated April 25, 2022, by and among Data Knights, Merger Sub, Sponsor, OneMedNet, and Paul Casey (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on April 25, 2022). |
3.1 |
|
Third Amended and Restated Certificate of Incorporation of OneMedNet Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the SEC on November 13, 2023). |
3.2 |
|
Amended and Restated Bylaws of OneMedNet Corporation (incorporated by reference as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023). |
4.1 |
|
Description of the Registrant’s securities. |
4.2 |
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021). |
4.3 |
|
Warrant Agreement, dated May 6, 2021, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021). |
10.1 |
|
Securities Purchase Agreement dated June 28, 2023 with OneMedNet Corporation (incorporated by reference as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023). |
10.2 |
|
Letter Agreement, dated May 6, 2021, by and between Data Knights, the initial security holders and the officers and directors of the Data Knights (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on May 11, 2021). |
10.3 |
|
Form of OneMedNet Corporation 2022 Equity Incentive Plan (incorporated by reference to Annex D to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023). |
10.4 |
|
Form of Registration Rights Agreement by certain OneMedNet equity holders (included as Exhibit G to Annex B to the proxy statement/prospectus). |
10.5 |
|
Lockup Agreement by certain OneMedNet equity holders (included as Exhibit C to Annex B to the proxy statement/prospectus). |
10.6+ |
|
Employment Agreement between OneMedNet Corporation and Aaron Green, President (incorporated by reference as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023). |
10.7+ |
|
Employment Agreement between OneMedNet Corporation and Lisa Embree, Chief Financial Officer (incorporated by reference as Exhibit 10.09 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023). |
10.8+ |
|
Employment Agreement between OneMedNet Corporation and Paul Casey, Chief Executive Officer (incorporated by reference as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023). |
†Schedules
and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy
of any omitted schedule of exhibit to the SEC upon request.
+
Management or compensatory agreement or arrangement.
*
The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent
that the registrant specifically incorporates it by reference.
Item
16. Form 10-K Summary
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
April
9, 2024
|
OneMedNet
Corporation |
|
|
|
|
|
/s/ Aaron
Green |
|
Name: |
Aaron Green |
|
Title: |
Chief
Executive Officer |
|
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Jeffrey Yu, MD |
|
Director
and Chairman of the Board |
|
April
9, 2024 |
Jeffrey
Yu, MD |
|
|
|
|
|
|
|
|
|
/s/
Aaron Green |
|
Chief
Executive Officer and Director |
|
April
9, 2024 |
Aaron Green |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Paul J. Casey |
|
Director |
|
April
9, 2024 |
Paul J. Casey |
|
|
|
|
|
|
|
|
|
/s/
Lisa Embree |
|
Chief
Financial Officer and VP of Finance |
|
April
9, 2024 |
Lisa
Embree |
|
(Principal
Accounting Officer) |
|
|
|
|
|
|
|
/s/
Erkan Akyuz |
|
Director |
|
April
9, 2024 |
Erkan
Akyuz
|
|
|
|
|
|
|
|
|
|
/s/
Thomas Kosasa |
|
Director |
|
April
9, 2024 |
Thomas
Kosasa |
|
|
|
|
|
|
|
|
|
/s/
Eric Casaburi |
|
Director |
|
April
9, 2024 |
Eric
Casaburi |
|
|
|
|
|
|
|
|
|
/s/
Sun Joo Huh |
|
Director |
|
April
9, 2024 |
Dr.
Julianne (Sun Joo) Huh |
|
|
|
|
Exhibit 4.1
DESCRIPTION OF SECURITIES
OneMedNet Corporation (“we,”
“us,” “our,” or the “Company”) has two classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.0001 per share (“Common Stock”),
and warrants, each whole warrant exercisable to purchase one share of Common Stock at an exercise price of $11.50 (the “Warrants”).
The following summary of the material terms of the Company’s securities is not intended to be a complete summary of the rights and
preferences of such securities. We urge you to read our Certificate of Incorporation and Bylaws in their entirety for a complete description
of the rights and preferences of Company’s securities as well as the Delaware General Corporation Law, as amended (the “DGCL”).
Defined terms used herein and
not defined herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K to which this Description
of Securities is an exhibit.
General
The rights of OneMedNet stockholders
are governed by Delaware law, OneMedNet’s Certificate of Incorporation (the “Charter”) and OneMedNet’s Bylaws
(the “Bylaws”). The following description of the terms of the OneMedNet’s capital stock is not complete and is qualified
in its entirety by reference to the applicable provisions of Delaware law as well as the Charter and Bylaws, incorporated by reference
to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part (the “Annual Report”). Capitalized terms used herein
but not otherwise defined shall have the meaning as set forth in the Annual Report.
Authorized and Outstanding Stock
Our authorized capital stock,
each with a par value of $0.0001 per share, is 101,000,000 shares, consisting of (a) 100,000,000 shares of common stock (the “Common
Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
Common Stock
As of March 20, 2024, there are
23,572,232,230 shares of Common Stock outstanding. All shares of Common Stock are fully paid and non-assessable.
Voting rights.
Each holder of Common Stock is entitled to one vote for each share of Common Stock held of record by such holder on all matters submitted
to a vote of the stockholders. Holders of Common Stock will vote together as a single class on all matters. Except as expressly required
by law, holders of common stock, as such, will not be entitled to vote on any amendment to the Charter (including any certificate of designation)
that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof).
Dividend rights.
The holders of Common Stock will be entitled to the payment of dividends and other distributions of cash, stock or property on the Common
Stock when, as and if declared by the board of directors in accordance with law.
Rights upon liquidation.
In the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, our funds and assets that may be legally
distributed to our stockholders will be distributed among the holders of the then-outstanding shares of Common Stock pro rata in
accordance with the number of shares held by each such holder.
Other rights.
The holders of Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. The rights, preferences and privileges of holders of the Common Stock will be subject to those
of the holders of any shares of the preferred stock we may issue in the future.
Authorized but Unissued
Shares. The authorized but unissued shares of our common stock are available for future issuance without stockholder approval,
subject to any limitations imposed by the listing standards of NASDAQ. These additional shares may be used for a variety of corporate
finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and
preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.
Business Combinations.
OneMedNet will not be governed by Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from
engaging in a business combination, such as a merger, with an “interested stockholder” (which includes a person or group owning
15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder,
unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved
in a prescribed manner. Accordingly, OneMedNet will not be subject to any anti-takeover effects of Section 203. Nevertheless, the Charter
contains provisions that will have a similar effect to Section 203, which will take effect from and after the Restriction Effective Time,
except that such restrictions on business combinations shall not apply to any interested stockholder that became such prior to the Restriction
Effective Time.
Stockholder Action; Special
Meetings of Stockholders. The Charter provides that stockholders may not take action by written consent, but may only take action
at annual or special meetings of stockholders. As a result, a holder controlling a majority of OneMedNet’s capital stock would not
be able to amend our bylaws or remove directors without holding a meeting of stockholders called in accordance with our bylaws. Further,
the Charter provides that special meetings of our stockholders may be called, for any purpose or purposes, at any time only by or at the
direction of our board of directors, the chairperson of OneMedNet’s board of directors or the Chief Executive Officer, and will
not be called by any other person or persons. These provisions might delay the ability of stockholders to force consideration of a proposal
or for stockholders controlling a majority of OneMedNet’s capital stock to take any action, including the removal of directors.
Advance Notice Requirements
for Stockholder Proposals and Director Nominations. In addition, our Bylaws established an advance notice procedure for stockholder
proposals to be brought before an annual meeting or special meeting of stockholders. Generally, in order for any matter to be “properly
brought” before a meeting, the matter must be (i) specified in a notice of meeting given by or at the direction of our board of
directors, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the board of directors, or (iii) otherwise
properly brought before the meeting by a stockholder who (a) was a stockholder on the date of giving the notice, on the record date for
the determination of the stockholders entitled to vote at the meeting and at the time of the meeting, (b) entitled to vote at the meeting,
and (c) has complied with the advance notice procedures specified in our Bylaws or properly made such proposal in accordance with Rule
14a-8 under the Exchange Act and the rules and regulations thereunder, which proposal has been included in the proxy statement for the
annual meeting. Stockholders may not nominate persons for election to our board of directors at any special meeting of stockholders.
Further, for business and nominations
of persons for election to the board of directors to be properly brought before an annual meeting by a stockholder, the stockholder must
(i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary and (ii) provide any updates or supplements
to such notice at the times and in the forms required by the Bylaws.
To be timely, a stockholder’s
notice must be received in accordance with an “Acceptable Delivery Method” not earlier than the 120th day, and not later than
the 90th day, prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in
the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 days earlier
or delayed (other than as a result of adjournment or recess) by more than 60 days later than such anniversary date, or, if the first public
disclosure of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, such stockholders’
notice must be received not earlier than the 120th day prior to such annual meeting and not later than the later of (1) the 90th day prior
to such annual meeting and (2) the 10th day following the day on which public disclosure of the date of such annual meeting is first made
by the Company (such notice within such time periods, “Timely Notice”).
Stockholders at an annual meeting
or special meeting may only consider proposals or nominations properly brought before a meeting of stockholders. These provisions could
have the effect of delaying stockholder actions that are favored by the holders of a majority of the outstanding voting securities until
the next stockholder meeting.
Amendment of Charter or
Bylaws. Our Bylaws may be amended or repealed by a majority vote of the board of directors or by the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares entitled to vote generally in the election
of directors, voting together as a single class. The affirmative vote of a majority of the board of directors and at least sixty-six and
two-thirds percent (66 2/3%) in voting power of the outstanding shares entitled to vote thereon would be required to amend certain provisions
of the Charter.
Quorum
Our Bylaws provide that, at any meeting of the board
of directors, a majority of the total number of directors then in-office constitutes a quorum.
No Cumulative Voting
Under Delaware law, the right
to vote cumulatively does not exist unless the certificate of incorporation expressly authorizes cumulative voting. The Charter does not
authorize cumulative voting.
Limitations on Liability and Indemnification of
Officers and Directors
Our Charter and Bylaws provide
indemnification and advancement of expenses for the directors and officers to the fullest extent permitted by the DGCL, subject to certain
limited exceptions. We have entered into indemnification agreements with each of our directors and officers. In some cases, the provisions
of those indemnification agreements may be broader than the specific indemnification provisions contained under Delaware law. In addition,
as permitted by Delaware law, the Charter and Bylaws include provisions that eliminate the personal liability of directors for monetary
damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and
the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a
director. These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.
Dissenters’ Rights of Appraisal and Payment
Under the DGCL, with certain
exceptions, OneMedNet’s stockholders will have appraisal rights in connection with a merger or consolidation of OneMedNet. Pursuant
to Section 262 of the DGCL, stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation
will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.
Stockholders’ Derivative Actions
Under the DGCL, any of our stockholders
may bring an action in the Company’s name to procure a judgment in its favor, also known as a derivative action, provided that the
stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates.
Forum Selection
The Charter provides that unless
we consent in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the Court of Chancery
of the State of Delaware will be the sole and exclusive forum for any internal or intra-corporate claim or any action asserting a claim
governed by the internal affairs doctrine as defined by the laws of the State of Delaware, including, but not limited to, (i) any derivative
action or proceeding brought on behalf of OneMedNet; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee or stockholder of OneMedNet to OneMedNet or its stockholders; or (iii) any action asserting a claim arising
pursuant to any provision of the DGCL or the Charter or the Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery
of the State of Delaware, will be a state court located within the State of Delaware (or, if no court located within the State of Delaware
has jurisdiction, the federal district court for the District of Delaware). Further, unless we consent in writing to the selection of
an alternative forum, to the fullest extent permitted by applicable law, the sole and exclusive forum for any action asserting a cause
of action arising under the Securities Act and the rules and regulations promulgated thereunder will be the federal district court for
the District of Delaware (or if such court does not have jurisdiction over such action, any other federal district court) of the United
States; provided that, if such forum is illegal, invalid or unenforceable, the sole and exclusive forum for any action asserting a cause
of action arising under the Securities Act will be the Court of Chancery of the State of Delaware.
Transfer Restrictions
The A&R Registration Rights
Agreement provides that OneMedNet Equityholders are subject to certain restrictions on transfers with respect to any New OneMedNet Holdings
Common Units or shares of the Company’s common stock held by the OneMedNet Equityholders pursuant to a direct exchange or redemption
of New OneMedNet Holdings Common Units pursuant to the New OneMedNet Holdings LLC Agreement. Pursuant to the A&R Registration Rights
Agreement, such restrictions began at the Closing and, with respect to shares held by the OneMedNet Director Equityholders, end on the
date that is the earlier of (a) one year after the Closing Date and (b) the date following the Closing Date on which the Company completes
a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the
right to exchange their common stock for cash, securities or other property, and (ii) with respect the OneMedNet Officer Equityholders,
end on the date that is the earlier of (a) 180 days after the Closing Date and (b) the date following the Closing Date on which the Company
completes a liquidation, merger, share exchange or other similar transaction that results in all of OneMedNet’s shareholders having
the right to exchange their common stock for cash, securities or other property. Such restrictions with respect to the OneMedNet Officer
Equityholders ended on December 4, 2022.
Trading Symbol and Market
Our Common Stock is listed on NASDAQ under the symbol “ONMD.”
Exhibit
10.4
FORM
OF REGISTRATION RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2023 (the “Effective
Date”) by and among (i) Data Knights Acquisition Corp., a Delaware corporation (including its successors, the “Purchaser”),
and (ii) and the undersigned parties listed on Exhibit A hereto (each such party, together with any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively
the “Holders”).
WHEREAS,
on April 25, 2022, Purchaser, Data Knights Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger
Sub”), Data Knights, LLC, a Delaware limited liability company (the “Purchaser Representative”),
Paul Casey (the “Seller Representative”), and (v) OneMedNet Corporation, a Delaware corporation (the “Company”),
entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger
Agreement”);
WHEREAS,
pursuant to the Merger Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated
thereby (the “Closing”), among other matters, Merger Sub will merge with and into the Company, with the Company
continuing as the surviving entity and a wholly-owned subsidiary of the Purchaser, and with the Holders, as stockholders of the Purchaser,
receiving shares of the Purchaser’s Class A common stock (the “Merger Shares”), all upon the terms and
subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable law;
WHEREAS,
the Company is a party to that certain Investors’ Rights Agreement dated as of December 31, 2009, entered into with certain investors
listed therein (the “Company Investors”) holding shares of Company capital stock to be exchanged into shares
of Purchaser’s Class A common stock in the Merger (the “Prior Agreement”), and that certain Founders
Registration Rights Agreement with the Founders with regard to the Founder Securities (each as such term is defined below) (together
with the Prior Agreement, the “Existing Agreements”); and
WHEREAS,
the parties desire to enter into this Agreement, and terminate the Existing Agreements, to provide the Holders and Founders with certain
rights relating to the registration of the Merger Shares and Founder Securities.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
DEFINITIONS. The following capitalized terms
used herein have the following meanings:
“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled
by, or is under common control with, such specified Person. The term “control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.
“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Common
Stock” means the Class A common stock, par value $0.000001 per share, of the Purchaser and the Class B common stock, par
value $0.000001 per share of the Purchaser, along with any equity securities paid as dividends or distributions after the Closing with
respect to such shares or into which such shares are exchanged or converted after the Closing.
“Company”
is defined in the preamble to this Agreement.
“Demand
Registration” is defined in Section 2.2.1.
“Demanding
Holder” is defined in Section 2.2.1.
“Effectiveness
Date” means, with respect to the Initial Registration Statement, the 90th calendar day following the Filing Date (or in
the event the Registration Statement receives a “full review” by the Commission, the 120th day following the Filing Date)
and with respect to any additional Registration Statements which may be required pursuant to Sections 2.2 and 2.3, the 90th calendar
day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the
event the Purchaser is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no
longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Business Day
following the date on which the Purchaser is so notified if such date precedes the dates otherwise required above; provided, further,
that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission
is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.
“Effectiveness
Period” shall have the meaning set forth in Section 2.1.1
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.
“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the
date hereof and, with respect to any additional Registration Statements which may be required pursuant to Sections 2.2 and 2.3, the earliest
practical date on which the Purchaser is permitted by Commission Guidance to file such additional Registration Statement related to the
Registrable Securities; provided, however, that, if the Filing Date falls on a Saturday, Sunday or any other day which shall be a legal
holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Filing Date shall
be the following Business Day.
“Form
S-3” is defined in Section 2.4.
“Founder
Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of May 6, 2021, by and among
Purchaser, Data Knights, LLC and certain directors of Purchaser.
“Founder
Securities” means all shares of Common Stock, and all securities convertible into or exercisable for shares of Common Stock,
held by the Founders as of the Effective Date of this Agreement.
“Founders”
means Data Knights, LLC, Barry Anderson, Firdauz Edmin Bin Mokhtar, Syed Musheer Ahmed, Julianne Huh and Annie Damit Undikai, and any
successors in interest thereto with respect to any Founder Securities.
“Holder”
is defined in the preamble to this Agreement.
“Indemnified
Party” is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Initial
Registration Statement” means the Registration Statement required to be filed pursuant to Section 2.1.
“Holder
Indemnified Party” is defined in Section 4.1.
“Maximum
Number of Shares” is defined in Section 2.2.4.
“Merger
Shares” means the shares of Common Stock of the Purchaser issued or issuable to the Holders pursuant to the terms of the
Merger Agreement.
“Notices”
is defined in Section 6.3.
“Piggy-Back
Registration” is defined in Section 2.3.1.
“Pro
Rata” is defined in Section 2.2.4.
“Purchaser”
is defined in the preamble to this Agreement.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and
regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable
Securities” means (i) the Shares and any shares of Common Stock held by the Holders and Founders immediately following
the closing of the Business Combination, and (ii) any warrants, shares of capital stock or other securities of the Purchaser acquired
by a Holder or Founder after the Closing, or issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have
been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by
the Purchaser and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding; or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations.
“Registration
Statement” means a registration statement filed by the Purchaser with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4
or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities
or assets of another entity).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.
“Shares”
means the Merger Shares and the Founder Securities.
“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.
2. REGISTRATION
RIGHTS.
2.1
Shelf Registration.
2.1.1
On or prior to each Filing Date, the Purchaser shall prepare and file with the Commission a Registration Statement covering the resale
of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Purchaser shall use diligent
efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance,
including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective
Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder
shall be on Form S-1 (except if the Purchaser is then eligible to register for resale the Registrable Securities on Form S-3, such registration
shall be on Form S-3 in accordance herewith). Subject to the terms of this Agreement, the Purchaser shall use its commercially reasonable
efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing
thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such
Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration
Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement
for the Purchaser to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to
the Purchaser pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders
(the “Effectiveness Period”). The Purchaser shall telephonically request effectiveness of a Registration Statement
as of 5:00 p.m. New York City time on a Business Day. The Purchaser shall promptly notify the Holders by e-mail of the effectiveness
of a Registration Statement on the same Business Day that the Purchaser telephonically confirms effectiveness with the Commission. The
Purchaser shall, no later than the second Business Day after the effective date of such Registration Statement, file a final Prospectus
with the Commission as required by Rule 424.
2.1.2
Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Purchaser used diligent
efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), the number of
Registrable Securities to be registered shall be reduced on a on a pro rata basis based on the total number of Registrable
Securities held by such Holders (such proportion is referred to herein as “Pro Rata”). In the event of a
reduction hereunder, the Purchaser shall give the Holder and Founders, as applicable, at least five (5) Business Days prior written
notice along with the calculations as to such Holder’s or Founder’s allotment. Promptly after such SEC Guidance is no
longer applicable with respect to some or all of the remaining unregistered Registrable Securities, the Purchaser shall file an
additional Registration Statement in accordance with this Section 2 to with respect to such shares.
2.1.3
Each Holder agrees to furnish to the Purchaser a completed Selling Stockholder Questionnaire within five (5) Business Days following
the date of this Agreement. Each Holder further acknowledges and agrees that it shall not be entitled to be named as a selling
security holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time
unless such Holder has returned to the Purchaser a completed and signed Selling Stockholder Questionnaire. If a Holder of
Registrable Securities returns a Selling Stockholder Questionnaire after the deadline specified in the previous sentence, the
Purchaser shall use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling
security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent
not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder
Questionnaire; provided that the Purchaser shall not be required to file an additional Registration Statement solely for such
shares. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire will be used by the
Purchaser in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the
Registration Statement.
2.2 Demand
Registration.
2.2.1 Request
for Registration. At any time and from time to time on or after the date of this Agreement, the Holders of twenty-five percent (25%)
of the Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Registrable
Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify
the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Purchaser
will within twenty (20) days of the Purchaser’s receipt of the Demand Registration notify all holders of Registrable Securities
of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities
in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Purchaser within ten (10) days after the receipt by the holder of the notice from the Purchaser.
Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,
subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Purchaser shall not be obligated to effect no more than an
aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
2.2.2 Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and the Purchaser has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or
injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand
Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the
offering; provided, further, that the Purchaser shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.
2.2.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Purchaser as part of their written
demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering; provided that the total offering price is reasonably expected to exceed, in the aggregate, $50 million.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent
provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into
an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration.
2.2.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good
faith, advises the Purchaser and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Purchaser
desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of the Purchaser who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares” ), then the Purchaser shall include in such registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding Holders (Pro Rata in accordance with the number of shares that each such
Person has requested be included in such registration, regardless of the number of shares held by each such Person) that can be sold
without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities that
can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (i) and (ii), shares of Common Stock or other securities that the Purchaser desires to sell
that can be sold without exceeding the Maximum Number of Shares.
2.2.5 Withdrawal.
If, prior to filing of the applicable “red herring prospectus” or prospectus supplement used for marketing such registration,
a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Purchaser and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of
the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.
2.3 Piggy-Back
Registration.
2.3.1 Piggy-Back
Rights. If at any time on or after the date of this Agreement the Purchaser proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities, by the Purchaser for its own account or for shareholders of the Purchaser for their account
(or by the Purchaser and by shareholders of the Purchaser including, without limitation, pursuant to Section 2.1), other than a
Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Purchaser’s existing shareholders, (iii) for an offering of debt that is convertible into
equity securities of the Purchaser or (iv) for a dividend reinvestment plan, then the Purchaser shall (x) give written notice of
such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) days
before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares
of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a
“Piggy-Back Registration” ). The Purchaser shall, in good faith, cause such Registrable Securities to be
included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms
and conditions as any similar securities of the Purchaser and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the
provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section
2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.
2.3.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
the Purchaser and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the
Purchaser desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant
to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities
as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the terms hereof exceeds the Maximum Number of Shares, then the Purchaser shall include in any such registration:
a) If
the registration is undertaken for the Purchaser’s account: (A) first, the shares of Common Stock or other securities that the
Purchaser desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities as to which registration has been requested pursuant to the terms hereof, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Purchaser is
obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding
the Maximum Number of Shares;
b) If
the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities,
(A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
that the Purchaser desires to sell that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities
for the account of other persons that the Purchaser is obligated to register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares.
2.3.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Purchaser of such request to withdraw prior to the effectiveness of the Registration
Statement. The Purchaser (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Purchaser shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.
2.3.4 Unlimited
Piggy-Back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. The Holders shall have unlimited Piggy-Back Registration
Rights.
2.3.5 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Purchaser register
the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at
such time (“Form S-3”); provided, however, that the Purchaser shall not be obligated to effect such request
through an underwritten offering. Upon receipt of such written request, the Purchaser will promptly give written notice of the proposed
registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or
such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such
portion of the Registrable Securities or other securities of the Purchaser, if any, of any other holder or holders joining in such request
as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Purchaser; provided,
however, that the Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not
available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities
of the Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any)
at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted
as Demand Registrations effected pursuant to Section 2.1.
2.4 Block
Trades; Other Coordinated Offerings.
2.4.1 Notwithstanding
any other provision of this Section 2,4, at any time and from time to time when an effective Shelf Registration is on file with the Commission,
if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving
a “road show” or other substantial marketing efforts prior to pricing (commonly referred to as a “Block Trade”)
or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, with a total offering
price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the
Demanding Holder, then such Demanding Holder shall notify the Purchaser of the Block Trade or Other Coordinated Offering at least five
(5) business days prior to the day such offering is expected to commence, and the Purchaser shall as expeditiously as possible use its
commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing
a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable
efforts to work with the Purchaser and any Underwriters, brokers, sales agents or placement agents prior to making such request in order
to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other
Coordinated Offering.
2.4.2 The
Purchaser may facilitate a Block Trade or Other Coordinated Offering if it determines that sufficient shares shall be traded by any Holder
or Holders that would be more efficiently traded as a block trade.
2.4.3 Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a notice to the Purchaser and the Underwriter(s) if any, of their intention to withdraw from such Block
Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall be responsible for
the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.4.3.
2.4.4 Notwithstanding
anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a
Demanding Holder pursuant to this Section 2.4.
2.4.5
The Purchaser shall have the right to select the Underwriters, and brokers, sale agents or placement agents (if any) for such Block
Trade or Other Coordinated Offering, in each case, which shall consist of one or more reputable nationally recognized investment
bank.
2.4.6
A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4
in any twelve (12) month period.
3. REGISTRATION
PROCEDURES.
3.1 Filings;
Information. Whenever the Purchaser is required to effect the registration of any Registrable Securities pursuant to Section 2,
the Purchaser shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the
intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing
Registration Statement. The Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a request for
a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the
Purchaser then qualifies or which counsel for the Purchaser shall deem appropriate and which form shall be available for the sale of
all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use
its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period
required by Section 3.1.3; provided, however, that the Purchaser shall have the right to defer any Demand Registration for up to ninety
(90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Purchaser shall furnish to the holders a certificate signed by Chief Executive Officer
or Chairman of the Purchaser stating that, in the good faith judgment of the Board of Directors of the Purchaser, it would be materially
detrimental to the Purchaser and its shareholders for such Registration Statement to be effected at such time; provided further, however,
that the Purchaser shall not have the right to exercise the right set forth in this provision more than once in any 365-day period in
respect of a Demand Registration hereunder.
3.1.2 Copies.
The Purchaser shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement
(including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such
registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities
owned by such holders.
3.1.3 Amendments
and Supplements. The Purchaser shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.
3.1.4 Notification.
After the filing of a Registration Statement, the Purchaser shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Purchaser shall take all actions required
to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement
to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to
the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing
with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by
reference, the Purchaser shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal
counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Purchaser shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall object.
3.1.5 State
Securities Laws Compliance. The Purchaser shall use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Purchaser and
do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.6 Agreements
for Disposition. The Purchaser shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Purchaser in any underwriting agreement which are made to or for the benefit of
any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included
in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make
any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization,
good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements
and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement.
3.1.7 Cooperation.
The principal executive officer of the Purchaser, the principal financial officer of the Purchaser, the principal accounting officer
of the Purchaser and all other officers and members of the management of the Purchaser shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential Holders.
3.1.8 Records.
The Purchaser shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other
records, pertinent corporate documents and properties of the Purchaser, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Purchaser’s officers, directors and employees to supply all information requested by any of them
in connection with such Registration Statement.
3.1.9 Opinions
and Comfort Letters. Upon request, the Purchaser shall furnish to each holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Purchaser delivered to any Underwriter
and (ii) any comfort letter from the Purchaser’s independent public accountants delivered to any Underwriter. In the event no legal
opinion is delivered to any Underwriter, the Purchaser shall furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Purchaser to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.
3.1.10 Earnings
Statement. The Purchaser shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make
available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing.
The Purchaser shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Purchaser are then listed or designated or,
if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable
Securities included in such registration.
3.1.12 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000,
the Purchaser shall use its reasonable efforts to make available senior executives of the Purchaser to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Purchaser of the happening of any event of the kind described in Section
3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Purchaser,
pursuant to a written insider trading compliance program adopted by the Purchaser’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Purchaser’s securities because of the existence of material non-public information,
each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Purchaser’s securities
is removed, as applicable, and, if so directed by the Purchaser, each such holder will deliver to the Purchaser all copies, other than
permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the
time of receipt of such notice.
3.3 Registration
Expenses. The Purchaser shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.2, any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form S-3 effected pursuant to Section 2.4, and all
expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities
or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the fees and expenses incurred in connection with the listing of the Registrable Securities
as required by Section 3.1.11; (v) Financial Industry Regulatory Authority fees; (vi) fees and disbursements of counsel for the Purchaser
and fees and expenses for independent certified public accountants retained by the Purchaser (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); and (viii) the reasonable fees and expenses
of any special experts retained by the Purchaser in connection with such registration. The Purchaser shall have no obligation to pay
(i) any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which
underwriting discounts or selling commissions shall be borne by such holders, or (ii) the fees and expenses of any legal counsel representing
any Holders. Additionally, in an underwritten offering, all selling shareholders and the Purchaser shall bear the expenses of the Underwriter
pro rata in proportion to the respective amount of shares each is selling in such offering.
3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Purchaser, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with
the Purchaser’s obligation to comply with Federal and applicable state securities laws. In addition, the holders of Registrable
Securities shall comply with all prospectus delivery requirements under the Securities Act and applicable SEC regulations.
3.5 Legend
Removal Obligations. In connection with the written request of any Holder, the Purchaser shall remove any restrictive legend included
on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Holder’s and/or its
affiliates’ or permitted transferee’s ownership of Registrable Securities, and promptly issue a certificate (or evidence
of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the
applicable shares of Registrable Securities upon which it is stamped, if (i) such Registrable Securities are registered for resale under
the Securities Act and such Registration Statement for such Registrable Securities has not been suspended under the Securities Act, the
Exchange Act or the rules and regulations of the Commission promulgated thereunder, (ii) such Registrable Securities are sold or transferred
pursuant to Rule 144, or (iii) such Registrable Securities are eligible for sale pursuant to Section 4(a)(1) of the Securities Act or
Rule 144 without volume or manner-of-sale restrictions. Following the earlier of (A) the effective date of a Registration Statement registering
such Registrable Securities or (B) Rule 144 becoming available for the resale of such Registrable Securities without volume or manner-of-sale
restrictions, the Purchaser upon the written request of the Holder or its permitted transferee, shall instruct the Purchaser’s
transfer agent to remove the legend from such Registrable Securities (in whatever form) and shall cause the Purchaser’s counsel
to issue any legend removal opinion required by the transfer agent. Any reasonable and documented fees (with respect to the transfer
agent, the Purchaser’s counsel, or otherwise) associated with the removal of such legend shall be borne by the Purchaser. If a
legend is no longer required pursuant to the foregoing, the Purchaser will, as soon as practicable following the delivery by any Holder
or its permitted transferee to the Purchaser or the transfer agent (with notice to the Purchaser) of a legended certificate (if applicable)
representing such Registrable Securities and, to the extent such sale is not pursuant to an effective registration statement, such other
documentation as reasonably requested by the Purchaser, deliver or cause to be delivered to the holder of such Registrable Securities
a certificate representing such Registrable Securities (or evidence of the issuance of such Registrable Securities in book-entry form)
that is free from all restrictive legends; provided that, notwithstanding the foregoing, the Purchaser will not be required to deliver
any opinion, authorization, certificate or direction to remove the restrictive legend pursuant to this Section 3.5 if (x) removal of
the legend would result in or facilitate transfer of securities in violation of applicable law or (y) following receipt of instruction
from the Purchaser, the transfer agent refuses to remove the legend.
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by the Purchaser. The Purchaser agrees to indemnify and hold harmless each Holder and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if
any, who controls an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) (each, an “Holder Indemnified Party” ), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action
or inaction required of the Purchaser in connection with any such registration; and the Purchaser shall promptly reimburse the Holder
Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Purchaser will not be
liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue
statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus,
final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished
to the Purchaser, in writing, by such selling Holder expressly for use therein. The Purchaser also shall indemnify any Underwriter of
the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter
on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification
by Holders of Registrable Securities. Each selling Holder will, in the event that any registration is being effected under the Securities
Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Purchaser,
each of its directors and officers and each Underwriter (if any), and each other selling Holder and each other person, if any, who controls
another selling Holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or
liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus
or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise
out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to
make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information
furnished in writing to the Purchaser by such selling Holder expressly for use therein, and shall reimburse the Purchaser, its directors
and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them
in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such
selling Holder.
4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
“Indemnifying Party” ) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is
actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought
against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent
that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the
Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense
of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall
have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party
against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in
connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant
equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
4.5 Survival.
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer
of securities.
5. RULE
144.
5.1 Rule
144. The Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission.
6. MISCELLANEOUS.
6.1 Other
Registration Rights. The Purchaser represents and warrants that no person, other than the holders of the Registrable Securities,
has any right to require the Purchaser to register any shares of the Purchaser’s capital stock for sale or to include shares of
the Purchaser’s capital stock in any registration filed by the Purchaser for the sale of shares of capital stock for its own account
or for the account of any other person. Further, the Purchaser represents and warrants that this Agreement supersedes any other registration
rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.
6.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Purchaser hereunder may not be
assigned or delegated by the Purchaser in whole or in part. This Agreement and the rights, duties and obligations of the holders of
Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with
and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be
binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or holder of Registrable
Securities or of any assignee of the Holders or holder of Registrable Securities. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section
6.2.
6.3 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices” ) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed
given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such
service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.
To
the Purchaser after the Closing:
OneMedNet
Corporation
6385
Old Shady Oak Road
Suite
250
Eden
Prairie, Minnesota 55344
Attn:
Paul Casey
Telephone
No.: (808) 228-5998
E-mail:
paul.casey@onemednet.com
with
a copy to:
Rimôn,
P.C.
1990
K Street NW, Suite 420
Washington,
D.C. 20006
Attn:
Debbie Klis
Telephone:
(202) 971-9494
E-mail:
debbie.klis@rimonlaw.com
To
a Holder, to the address set forth below such Holder’s name on Exhibit A hereto.
6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.
6.6 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written,
including but not limited to the Existing Agreements.
6.7 Modifications
and Amendments; Termination. No amendment, modification or termination of this Agreement shall be binding upon the Purchaser unless
executed in writing by the Purchaser. No amendment, modification or termination of this Agreement shall be binding upon the holders of
the Registrable Securities unless executed in writing by the holders of the majority Registrable Securities. This Agreement shall terminate
with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Article IV shall
survive any termination.
6.8 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.
6.9 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred.
Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.10 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware
applicable to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction.
6.11 Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of the Holder in the negotiation, administration, performance or
enforcement hereof.
6.12 Termination
of Existing Agreements. The Existing Agreements are hereby terminated in their entirety.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.
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PURCHASER: |
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DATA
KNIGHTS ACQUISITION CORP. |
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By: |
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Name: |
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Title: |
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HOLDERS: |
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[_______________________] |
Exhibit
A
Schedule
of Holders
Exhibit
10.5
FORM
OF LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Merger
Agreement, as defined below) by and between (i) Data Knights Acquisition Corp., a Delaware corporation (including any successor
entity thereto, the “Purchaser”), and (ii) _______________ (the “Subject Party”).
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
WHEREAS,
on April 25, 2022, (i) the Purchaser, (ii) Data Knights Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the
Purchaser (“Merger Sub”), (iii) Data Knights, LLC, a Delaware limited liability company (the “Purchaser
Representative”), (iv) Paul Casey (the “Seller Representative”), and (v) OneMedNet Corporation,
a Delaware corporation (the “Company”) entered into that certain Agreement and Plan of Merger (as amended from
time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which the parties thereto
intend to effect the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the “Merger”),
as a result of which all of the issued and outstanding capital stock of the Company immediately prior to the Effective Time shall be
exchanged for the Stockholder Merger Consideration, all upon the terms and subject to the conditions set forth in this Agreement;
WHEREAS,
pursuant to the Merger Agreement, and in view of the valuable consideration to be received by the Subject Party thereunder, the parties
desire to enter into this Agreement, pursuant to which the Purchaser Common Stock received by the Subject Party in the Merger (all such
securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities
are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition
as set forth herein.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereby agree as follows:
1.
Lock-Up Provisions.
(a)
The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months
after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock
exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s
stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up
Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do
any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted
Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited
Transfer”).
(b)
The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant
to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil
union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with
the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement
stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable
to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.
As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of
the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner,
and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or
domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the
Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of
such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity
that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their
respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership.
The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with
the foregoing or that are necessary to give further effect thereto.
(c)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall
be null and void ab initio, and the Purchaser shall refuse to recognize any such purported transferee of the Restricted Securities as
one of its equity holders for any purpose, and shall refuse to record any such purported transfer of the Restricted Securities in the
books of the Company. In order to enforce this Section 1, the Purchaser may impose stop-transfer instructions with respect to
the Restricted Securities of the Subject Party (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(d)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend
in substantially the following form, in addition to any other applicable legends:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●],
2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS
AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(e)
For the avoidance of any doubt, the Subject Party shall retain all of its rights as a stockholder of the Purchaser during the Lock-Up
Period, including the right to vote any Restricted Securities.
(f)
The foregoing notwithstanding, to the extent any Subject Party is granted a release or waiver from the restrictions contained in this
Section 1 prior to the expiration of the Lock-Up Period, then all Subject Parties shall be automatically granted a release or waiver
from the restrictions contained in this Section to the same extent, on substantially the same terms as and on a pro rata basis with,
the Subject Party to which such release or waiver is granted.
2.
Miscellaneous; No Third-Party Beneficiaries.
(a)
Binding Effect; Assignment. This Agreement and all of the provisions herein shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns. This Agreement and all rights and obligations of a party are
personal and may not be transferred or delegated at any time. Notwithstanding the foregoing, the Purchaser may freely assign any or all
of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset
sale, or otherwise) without obtaining the consent or approval of the Subject Party. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision herein be enforced
by, any other person.
(b)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity
that is not a party hereto or thereto or a successor or permitted assign of such a party.
(c)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.
All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located
in Wilmington, Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby
(i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement
brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such
Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that
this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final
judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action
or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 2(f). Nothing in this Section shall affect
the right of any party to serve legal process in any other manner permitted by applicable law.
(d)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.
(e)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall
include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the
plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting
the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision
of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.
(f)
Notices. All notices, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service, or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):
If
to the Purchaser before the Closing, to:
Data
Knights Acquisition Corp.
Unit G6, Frome Business Park,
Manor
Road, Frome, BA11 4FN,
United
Kingdom |
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with
copies to (which shall not constitute notice):
Nelson
Mullins Riley & Scarborough LLP
101 Constitution Avenue, NW, Suite 900
Washington, D.C. 20001 |
Tel: +44 203 833 4000 |
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Attn: Andrew M. Tucker, Esq. |
Email: barry@dataknightsacuk.com |
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Facsimile No.: (202) 689-2860 |
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Telephone No.: (202) 689-2987 |
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Email: andy.tucker@nelsonmullins.com |
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If
to the Company (or to the Purchaser after the Closing), to:
OneMedNet
Corporation
6385
Old Shady Oak Road
Suite
250
Eden
Prairie, Minnesota 55344 |
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with
copies to (which shall not constitute notice):
Rimôn,
P.C.
1990
K Street NW, Suite 420
Washington,
D.C. 20006 |
Attn: Paul Casey |
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Attn: Debbie Klis; Debra Vernon |
Telephone No.: (808) 228-5998 |
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Telephone: (202) 971-9494; (650) 292-5910 |
E-mail: paul.casey@onemednet.com |
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E-mail: debbie.klis@rimonlaw.com; debra.vernon@rimonlaw.com |
If
to the Subject Party, to: the address set forth below the Subject Party’s name on the signature page to this Agreement.
(g)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Purchaser
and the Subject Party. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers
of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such term, condition, or provision.
(h)
Authorization on Behalf of the Purchaser. The parties acknowledge and agree that notwithstanding anything to the contrary contained
in this Agreement, any and all determinations, actions, or other authorizations under this Agreement on behalf of the Purchaser, including
enforcing the Purchaser’s rights and remedies under this Agreement, or providing any waivers with respect to the provisions hereof,
shall solely be made, taken, and authorized by majority of the disinterested independent directors of the Purchaser’s board of
directors. In the event that the Purchaser at any time does not have any disinterested directors, so long as the Subject Party has any
remaining obligations under this Agreement, the Purchaser will promptly appoint one in connection with this Agreement. Without limiting
the foregoing, in the event that an affiliate of a Subject Party serves as a director, officer, employee, or other authorized agent of
the Purchaser or any of its current or future affiliates, neither the Subject Party nor its affiliate shall have authority, express or
implied, to act or make any determination on behalf of the Purchaser or any of its current or future affiliates in connection with this
Agreement or any dispute or Action with respect hereto.
(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal, or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal,
and enforceable, and the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality, or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties will substitute
for any invalid, illegal, or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal,
and enforceable, the intent and purpose of such invalid, illegal, or unenforceable provision.
(j)
Specific Performance. Each party acknowledges that its obligations under this Agreement are unique, recognizes and affirms that,
in the event of a breach of this Agreement, money damages will be inadequate and there will be no adequate remedy at law, and agrees
that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, the adversely affected party or parties shall be entitled to an injunction or
restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without the requirement
to post any bond or other security, this being in addition to any other right or remedy available under this Agreement, at law or in
equity.
(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to
the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of
the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit
any of the rights or remedies or any of the obligations of the parties hereto under any other agreement between a Subject Party and the
Purchaser or any certificate or instrument delivered in connection with the Purchase, and nothing in any other agreement, certificate,
or instrument shall limit any of the rights or remedies or any of the obligations under this Agreement.
(l)
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
(m)
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
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The
Purchaser: |
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DATA
KNIGHTS ACQUISITION CORP. |
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By: |
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Name: |
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Title: |
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{Additional
Signatures on the Following Pages}
The
Subject Party: |
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The
Baba One Irrevocable Trust dated March 26, 2021 |
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By: |
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Name:
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Bradley
Overby |
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Title:
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Trustee |
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Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address:
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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The
Subject Party: |
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The
Soph One Irrevocable Trust dated March 26, 2021 |
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By: |
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Name:
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Bradley
Overby |
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Title:
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Trustee |
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Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address:
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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The
Subject Party:
Jeffrey
Yu
Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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The
Subject Party: |
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The
Revocable Trust of Jerry M. Hiatt dated March 17, 1997, as amended |
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By: |
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Name:
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Jerry
M. Hiatt |
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Title:
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Trustee |
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Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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The
Subject Party:
Paul
Casey
Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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The
Subject Party:
Thomas
Kosasa
Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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The
Subject Party: |
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The
Revocable Trust of Jerry M. Hiatt dated March 17, 1997, |
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as
amended, as Tenants in Common |
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By: |
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Name:
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Thomas
Kosasa |
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Title:
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Trustee |
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By: |
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Name:
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Jerry
M. Hiatt |
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Title:
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Trustee |
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Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn:
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Telephone
No.: |
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Email:
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The
Subject Party:
Erkan
Akyuz
Number of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention:
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Email:
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with
a copy (which will not constitute notice) to: |
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Attn:
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Telephone
No.: |
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Email:
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The
Subject Party:
Lisa
Embree
Number
of Shares and Type of Purchaser Common Stock: |
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Purchaser
Common Stock: |
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Address
for Notice: |
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Address: |
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Attention: |
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Email: |
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with
a copy (which will not constitute notice) to: |
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Attn: |
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Telephone
No.: |
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Email: |
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Exhibit 21
Subsidiaries
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1. |
The Company’s wholly-owned subsidiary, OneMedNet Solutions Corporation, a Delaware corporation, founded on October 13, 2009 in the State of Hawaii and later incorporated in the State of Delaware on November 20, 2015 and |
|
2. |
OneMedNet Solutions Corporation’s wholly-owned subsidiary, OneMedNet Technologies (Canada) Inc., incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia whose functional currency is the Canadian dollar. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
hereby consent to the incorporation in this Form 10-K of our report dated April 9, 2024, relating to the financial statements of OneMedNet
Corporation as of December 31, 2023 and 2022 and to all references to our firm included in this registration statement.
![Graphic](https://www.sec.gov/Archives/edgar/data/1849380/000149315224014092/ex23-1_001.jpg)
Certified
Public Accountants
Lakewood,
CO
April
9, 2024
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT
TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aaron Green, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of OneMedNet Corporation; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 9, 2024 |
By: |
/s/
Aaron Green |
|
|
Aaron Green |
|
|
Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT
TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lisa Embree, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of OneMedNet Corporation; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 9, 2024 |
By: |
/s/
Lisa Embree |
|
|
Lisa Embree |
|
|
Chief Financial Officer and VP of Finance |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT
TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form
10-K of OneMedNet Corporation (the “Company”) for the fiscal year ended December 31, 2023, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Aaron Green, Chief Executive Officer and Director of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
my knowledge:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
Date: April 9, 2024 |
By: |
/s/
Aaron Green |
|
|
Aaron Green |
|
|
Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT
TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of OneMedNet Corporation
(the “Company”) for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), I, Lisa Embree, Chief Financial Officer and VP of Finance of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
Date: April 9, 2024 |
By: |
/s/ Lisa Embree |
|
|
Lisa Embree |
|
|
Chief Financial Officer and VP of Finance |
|
|
(Principal Financial Officer) |
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
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Apr. 02, 2024 |
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|
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|
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|
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Entity File Number |
001-40386
|
|
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ONEMEDNET
CORPORATION
|
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0001849380
|
|
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|
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DE
|
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Documents Incorporated by Reference [Text Block] |
The
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December 31, 2023. Portions of such proxy statement are incorporated by reference into Items 10, 11, 12, 13, and 14 of Part III of this
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v3.24.1.u1
Consolidated Balance Sheets - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Current Assets |
|
|
Cash and cash equivalents |
$ 47,008
|
$ 301,730
|
Investments held in Trust |
|
29,029,415
|
Accounts receivable, net of allowance |
151,640
|
18,975
|
Prepaid expenses and other assets |
165,538
|
100,945
|
Receivable from SPAC |
|
900,152
|
Total current assets |
364,186
|
30,351,217
|
Property and Equipment, Net |
98,871
|
83,097
|
Total assets |
463,057
|
30,434,314
|
Current Liabilities |
|
|
Accounts payable & accrued expenses |
4,184,398
|
2,814,570
|
Loan Amount due to related parties |
11,200
|
11,500
|
Excise tax |
113,353
|
|
Loan Extensions |
2,991,679
|
|
Deferred revenues |
253,997
|
183,683
|
Loan Payable |
38,921
|
|
Convertible promissory notes |
|
8,490,000
|
Canada Emergency Business Loan Act |
44,673
|
|
Income tax payable |
120,017
|
214,850
|
Franchise tax payable |
|
69,966
|
Pipe Notes, net of discount including interest |
1,549,820
|
|
Deferred underwriter fee payable |
3,525,000
|
|
Total current liabilities |
12,833,058
|
11,784,569
|
Long Term Liabilities |
|
|
Convertible promissory note |
|
1,500,000
|
Canada Emergency Business Loan Act |
|
44,144
|
Accrued interest |
|
690,772
|
Warrant liabilities |
24,582
|
362,558
|
Deferred underwriter fee payable |
|
4,025,000
|
Working capital Loan |
|
207,081
|
Extension loans |
|
2,545,839
|
Total liabilities |
13,322,663
|
21,159,963
|
Stockholders’ Equity (Deficit) |
|
|
Common stock value |
2,357
|
455
|
Commitments and contingencies |
|
28,750,110
|
Additional paid in capital |
42,220,714
|
24,032,561
|
Accumulated deficit |
(55,082,677)
|
(43,509,964)
|
Total stockholders’ equity (deficit) |
(12,859,606)
|
9,274,351
|
Total liabilities and stockholders’ equity (deficit) |
463,057
|
30,434,314
|
Series A-2 Preferred Stock [Member] |
|
|
Stockholders’ Equity (Deficit) |
|
|
Preferred value |
|
385
|
Series A-1 Preferred Stock [Member] |
|
|
Stockholders’ Equity (Deficit) |
|
|
Preferred value |
|
320
|
Common Class A [Member] |
|
|
Stockholders’ Equity (Deficit) |
|
|
Common stock value |
|
59
|
Common Class A One [Member] |
|
|
Stockholders’ Equity (Deficit) |
|
|
Common stock value |
|
425
|
Related Party [Member] |
|
|
Long Term Liabilities |
|
|
Loan, related party of OMN |
$ 465,023
|
|
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v3.24.1.u1
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
30,000,000
|
30,000,000
|
Common stock, shares issued |
23,572,232
|
4,550,166
|
Common stock, shares outstanding |
23,572,232
|
4,550,166
|
Series A-2 Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
4,200,000
|
4,200,000
|
Preferred stock, shares issued |
0
|
3,853,797
|
Preferred stock, shares outstanding |
0
|
3,853,797
|
Series A-1 Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
4,400,000
|
4,400,000
|
Preferred stock, shares issued |
0
|
3,204,000
|
Preferred stock, shares outstanding |
0
|
3,204,000
|
Common Class A [Member] |
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
4,200,000
|
4,200,000
|
Common stock, shares issued |
0
|
3,853,797
|
Common stock, shares outstanding |
0
|
3,853,797
|
Common Class A One [Member] |
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
4,200,000
|
4,200,000
|
Common stock, shares issued |
0
|
3,853,797
|
Common stock, shares outstanding |
0
|
3,853,797
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.24.1.u1
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Income Statement [Abstract] |
|
|
|
Revenue |
|
$ 1,021,651
|
$ 1,152,738
|
Cost of Revenue |
|
1,149,551
|
1,513,428
|
Gross Margin |
|
(127,900)
|
(360,690)
|
Operating Expenses |
|
|
|
General and administrative |
|
5,273,503
|
8,755,620
|
Operations |
|
226,257
|
398,760
|
Sales & Marketing |
|
1,114,977
|
957,690
|
Research and development |
|
1,631,613
|
952,701
|
Total Operating Expenses |
|
8,246,350
|
11,064,771
|
Operating loss |
|
(8,374,250)
|
(11,425,461)
|
Other Expense (income) |
|
|
|
Impairment |
|
10,504,327
|
|
Income tax provision |
|
|
214,850
|
Interest expense |
|
749,213
|
403,307
|
Other expense |
|
52,256
|
46,820
|
Change in FV of Warrants |
|
(46,822)
|
(4,489,110)
|
Stock Expense |
|
3,572,232
|
|
Unrealized gain or loss |
|
|
(1,371,689)
|
Other Expense (income) |
|
14,831,206
|
(5,195,822)
|
Net loss |
|
$ (23,205,456)
|
$ (6,229,639)
|
Loss per share of Common Stock:(1) |
|
|
|
Loss per share of common stock - Basic |
[1] |
$ (0.98)
|
|
Loss per share of common stock - Diluted |
[1] |
$ (0.98)
|
|
Weighted-average shares of Common Stock outstanding: |
|
|
|
Weighted average shares outstanding common stock, Basic |
|
23,572,232
|
|
Weighted average shares outstanding common stock, Diluted |
|
23,572,232
|
|
|
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
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v3.24.1.u1
Consolidated Statements of Stockholders Equity (Deficit) - USD ($)
|
Preferred Stock [Member]
Series A-2 Preferred Stock [Member]
|
Preferred Stock [Member]
Series A-1 Preferred Stock [Member]
|
Common Stock [Member]
Common Class A [Member]
Data Knights Acquisition Corp [Member]
|
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class B [Member]
Data Knights Acquisition Corp [Member]
|
Commitment [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance at Dec. 31, 2021 |
$ 385
|
$ 320
|
$ 59
|
$ 434
|
$ 288
|
$ 28,750,110
|
$ 19,607,173
|
$ (33,920,734)
|
$ 14,438,035
|
Beginning balance, shares at Dec. 31, 2021 |
3,853,797
|
3,204,000
|
585,275
|
4,342,666
|
2,875,000
|
|
|
|
|
Issuance of common shares in exchange for services |
|
|
|
$ 20
|
|
|
199,980
|
|
200,000
|
Issuance of common shares in exchange for services, share |
|
|
|
200,000
|
|
|
|
|
|
Issuance Public Shares |
|
|
|
$ 1
|
|
|
7,499
|
|
7,500
|
Issuance public shares, share |
|
|
|
7,500
|
|
|
|
|
|
Issuance of Data Knights Acquisition Corp. Class B Common Stock |
|
|
|
|
$ 137
|
|
2,825,823
|
|
2,825,960
|
Issuance of common class B stock, shares |
|
|
|
|
1,378,517
|
|
|
|
|
Common stock redemption |
|
|
|
|
|
|
|
(3,359,591)
|
(3,359,591)
|
Stock-based compensation expense |
|
|
|
|
|
|
1,392,086
|
|
1,392,086
|
Net loss |
|
|
|
|
|
|
|
(6,229,639)
|
(6,229,639)
|
Ending Balance at Dec. 31, 2022 |
$ 385
|
$ 320
|
$ 59
|
$ 455
|
$ 425
|
28,750,110
|
24,032,561
|
(43,509,964)
|
9,274,351
|
Ending balance, shares at Dec. 31, 2022 |
3,853,797
|
3,204,000
|
585,275
|
4,550,166
|
4,253,517
|
|
|
|
|
Issuance Public Shares |
|
|
|
$ 11
|
|
|
111,946
|
|
111,957
|
Issuance public shares, share |
|
|
|
111,957
|
|
|
|
|
|
Common stock redemption |
|
|
|
|
|
(28,750,110)
|
|
|
(28,750,110)
|
Stock-based compensation expense |
|
|
|
|
|
|
1,892,741
|
|
1,892,741
|
Net loss |
|
|
|
|
|
|
|
(23,205,456)
|
(23,205,456)
|
Preferred Stock to Common Stock |
$ (385)
|
$ (320)
|
|
$ 706
|
|
|
7,057,091
|
|
7,057,092
|
Preferred stock to common stock, shares |
(3,853,797)
|
(3,204,000)
|
|
7,057,797
|
|
|
|
|
|
Convertible Notes to Common Stock |
|
|
|
$ 618
|
|
|
6,176,611
|
|
6,177,229
|
Convertible notes to common stock, shares |
|
|
|
6,177,229
|
|
|
|
|
|
Stock Options to Common Stock |
|
|
|
$ 61
|
|
|
612,609
|
|
612,670
|
Stock issued during period shares options to common stock |
|
|
|
612,670
|
|
|
|
|
|
Converting of Warrants to Common Stock |
|
|
|
$ 386
|
|
|
3,859,078
|
|
3,859,464
|
Converting of warrants to common stock, shares |
|
|
|
3,859,464
|
|
|
|
|
|
Private OneMedNet to ONMD Public Shares |
|
|
|
$ (226)
|
|
|
(2,257,100)
|
|
(2,257,326)
|
Stock issued during period shares other |
|
|
|
(2,257,326)
|
|
|
|
|
|
Issuance of PIPE Warrants |
|
|
|
|
|
|
101,071
|
|
101,071
|
Converting Data Knights Common Shares (A and B) to ONMD Public Shares |
|
|
$ (59)
|
$ 346
|
$ (425)
|
|
634,106
|
|
633,968
|
Converting Data Knights Common Shares (A and B) to ONMD Public Shares, shares |
|
|
(585,275)
|
3,460,275
|
(4,253,517)
|
|
|
|
|
Retained earnings adjustment |
|
|
|
|
|
|
|
11,632,743
|
11,632,743
|
Ending Balance at Dec. 31, 2023 |
$ 0
|
$ 0
|
$ 0
|
$ 2,357
|
$ 0
|
$ 0
|
$ 42,220,714
|
$ (55,082,677)
|
$ (12,859,606)
|
Ending balance, shares at Dec. 31, 2023 |
0
|
0
|
0
|
23,572,232
|
0
|
|
|
|
|
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Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Cash flow from Operating Activities |
|
|
Net Loss |
$ (23,205,456)
|
$ (6,229,639)
|
Adjustments to reconcile net loss to net cash flows from operating activities: |
|
|
Depreciation and amortization |
27,983
|
24,807
|
Business combination cost |
900,152
|
|
Stock-based compensation expense |
|
1,599,586
|
Cash Held in Trust Account |
29,029,416
|
88,291,558
|
Prepaid Expenses |
(64,594)
|
|
Other current assets |
|
(875,803)
|
Accounts payable and accrued Expenses |
1,369,825
|
1,929,787
|
Accounts receivable, net of allowance |
(132,665)
|
72,767
|
Deferred Revenue & Customer Deposits |
70,314
|
(458,667)
|
Amount due to related party |
(300)
|
11,500
|
Exercise tax liability |
113,353
|
|
Extension loan |
445,840
|
2,545,838
|
Franchise tax payable |
(69,966)
|
(94,043)
|
Income Tax Payable |
(94,833)
|
214,850
|
Working capital loan |
(168,159)
|
207,081
|
Net cash flows used in operating activities |
8,220,910
|
87,239,622
|
Cash used for Investing Activities |
|
|
Purchase of property and equipment |
(43,757)
|
(58,137)
|
Cash flow from Financing Activities |
|
|
Class B Common Stock |
|
137
|
Proceeds (repayment) from issuance of convertible promissory note payable |
(10,680,772)
|
5,543,162
|
Proceeds from issuance of PIPE Convertible Notes and Warrants |
1,549,820
|
|
Proceed from related party loan |
465,024
|
|
Proceeds from Canada Emergency Business Loan Act |
529
|
(2,754)
|
Common Stock Subject to Redemption |
(28,750,109)
|
(88,549,890)
|
Deferred underwriting fee |
(500,000)
|
|
Warrant liability |
(337,976)
|
(4,489,110)
|
Additional Paid-in Capital |
18,189,350
|
2,825,823
|
Class A Common Stock |
(59)
|
|
Class B Common Stock |
(425)
|
|
Retained Earnings adjustment |
11,632,743
|
(3,359,594)
|
Net cash flows from financing activities |
(8,431,875)
|
(88,032,226)
|
Net change in cash and cash equivalents |
(254,722)
|
(850,741)
|
Cash and Cash Equivalents, Beginning |
301,730
|
1,152,471
|
Cash and Cash Equivalents, Ending |
$ 47,008
|
$ 301,730
|
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v3.24.1.u1
Organization and Operations
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Organization and Operations |
1.
Organization and Operations
OneMedNet
Corporation (the “Company”) is a healthcare software company with solutions focused on digital medical image management,
exchange, and sharing. The Company was incorporated in Delaware on September 20, 2006. The Company has been solely focused on creating
solutions that simplify digital medical image management, exchange, and sharing. The Company has one wholly-owned subsidiary, OneMedNet
Technologies (Canada) Inc., incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia
whose functional currency is the Canadian dollar. The Company’s headquarters location is Eden Prairie, Minnesota.
On
November 7, 2023, as contemplated by the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and
Data Knights, LLC, the Merger Sub’s sponsor merged with and into OneMedNet Corporation, with OneMedNet Corporation surviving the
merger. The Business Combination is further described in Note 3, Business Combination.
Data
Knights Acquisition Corp Merger
On
November 7, 2023, we consummated a merger (the “Merger”) following
the approval at the special meeting of the shareholders of Data Knights Acquisition Corp., a Delaware corporation held on October 17,
2023 (the “Special Meeting”), Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned
subsidiary of Data Knights Acquisition Corp., a Delaware corporation (“Data Knights”), consummated a merger (the “Merger”)
with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation (“OneMedNet”)
pursuant to an agreement and plan of merger, dated as of April 25, 2022 (the “Merger Agreement”), by and among Data Knights,
Merger Sub, OneMedNet, Data Knights, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”)
in its capacity as the representative of the stockholders of Data Knights, and Paul Casey in his capacity as the representative of the
stockholders of OneMedNet (“Seller Representative”). Accordingly, the Merger Agreement was adopted, and the Merger and other
transactions contemplated thereby (collectively, the “Business Combination”) were approved and completed.
The
Business Combination was accounted for as a as a reverse
recapitalization with OneMedNet as the accounting acquirer under the accounting principles generally
accepted in the United States of America (“U.S. GAAP”). Accordingly, the financial statements of the combined company represent
a continuation of the financial statements of OneMedNet.
On
June 28, 2023, the Company and Data Knights entered into a Securities Purchase Agreement (the “SPA”) with certain investors
(collectively referred to herein as the “Purchasers”) for PIPE financing in the aggregate original principal amount of $1,595,744.70
and the purchase price of $1.5 million. Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the
Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common
Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume
weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date. The Purchasers’ $1.5 million
investment in the PIPE Notes closed and funded contemporaneous to the Closing of the Business Combination.
Effective
immediately prior to the Closing, OneMedNet, Inc. issued the PIPE Notes to the Purchasers under the private offering exemptions under
Securities Act of 1933, as amended (the “Securities Act”).
Risks
and Uncertainties
The
Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial
market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations,
dependence on key personnel, and protection of proprietary technology.
As
previously reported on Form 8-K on February 9, 2024, the Company received written notice (the “Nasdaq Notice”), dated February
7, 2024, from the Nasdaq Stock Market (“Nasdaq”) indicating that for the preceding 30 consecutive business days, the market
value of the Company’s listed securities (“MVLS”) did not maintain a minimum market value of $50,000,000 (the “Minimum
MVLS Requirement”) as required by Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the
Company has a compliance period of 180 calendar days, or until August 5, 2024, to regain compliance with the Minimum MVLS Requirement.
Compliance may be achieved if the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days at
any time during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be
closed.
If
the Company does not regain compliance with the Minimum MVLS Requirement by August 5, 2024, Nasdaq will provide written notification
to the Company that its common stock is subject to delisting. At that time, the Company may appeal the relevant delisting determination
to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance,
if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. In such
event, the Company may also seek to apply for a transfer to The Nasdaq Global Market if it meets the requirements for continued listing
thereon. The Nasdaq Notice received have no immediate effect on the Company’s continued listing on the Nasdaq Global Market or
the trading of Company’s common stock, subject to the Company’s compliance with the other continued listing requirements.
The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on
the Nasdaq Global Market. There can be no assurance that the Company will be successful in maintaining the listing of its common stock
on the Nasdaq Global Market.
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v3.24.1.u1
Summary of Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
2.
Summary of Significant Accounting Policies
Basis
of Presentation and Foreign Currency Translation
The
consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in
the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
Business
Combination
We
account for business acquisitions under ASC Topic 805, Business Combinations (“ASC Topic 805”). The total purchase consideration
for an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities assumed at the acquisition
date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets)
and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize
goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired
and the liabilities assumed. We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of
operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the
total purchase consideration. We include the results of operations of the acquired business in the consolidated financial statements
beginning on the acquisition date.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions
that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the
consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and
assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those
related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances,
and unit and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.
Operating
Segments
The
Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial
information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive
Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial
information and resources and assesses the performance of these resources on a consolidated basis. The Company is not organized by market
and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages
the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and
does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial
segment information can be found in the consolidated financial statements.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased. Cash equivalents
consist of money market funds and are carried at cost, which approximates fair value. The balances, at times, may exceed FDIC Insured
limits. The Company believes that, as of December 31, 2023, its risk relating to deposits exceeding federally insured limits was not
significant.
Accounts
Receivable
Accounts
receivable are unsecured, recorded at net realizable value, and do not bear interest. Accounts receivable are considered past due if
not paid within the terms established between the Company and the customer. Amounts are only written off after all attempts at collections
have been exhausted. The Company determines the need for an allowance for doubtful accounts based upon factors surrounding the credit
risk of specific customers, historical trends and other information. As of December 31, 2023 and 2022, the Company established allowances
of $0 and $102,700 respectively. The net receivable balances outstanding are fully collectible.
The
Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not
require collateral from its customers and generally requires payment from 0 to 90 days from the invoice date. For the year ended December
31, 2023, there was 1 customer that accounted for 10% or more of total revenue, and there were 2 customers that accounted for 10% or
more of total revenue for the years ended December 31, 2022 . The following table represents these customers’ aggregate percent
of total revenue:
Schedule
Of Aggregate Percentage Revenue and Accounts Receivable
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Customer 1 | |
| 52 | % | |
| 31 | % |
Customer 2 | |
| - | | |
| 22 | % |
Aggregate Percent of Total Revenue | |
| 52 | % | |
| 53 | % |
As
of December 31, 2023, three customers accounted for more than 10% of the Company’s accounts receivable balance, and two customers
accounted for over 10% of the Company’s accounts receivable balance at December 31, 2022. The following table represents these
customers’ aggregate percent of total accounts receivable:
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Customer 1 | |
| - | | |
| 40 | % |
Customer 2 | |
| 36 | % | |
| - | |
Customer 3 | |
| 33 | % | |
| - | |
Customer 4 | |
| - | | |
| 32 | % |
Customer 5 | |
| 27 | % | |
| - | |
Aggregate Percent of Total Accounts Receivable | |
| 96 | % | |
| 72 | % |
Aggregate Percent of Revenue and Accounts Receivable | |
| 96 | % | |
| 72 | % |
Property
and Equipment
Property
and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated
over their estimated useful lives ranging from three to five years. Cost of maintenance and repairs are charged to expense when incurred.
Impairment
of Long-Lived Assets
The
Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances
indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated
future undiscounted net cash flows from the use of the asset are less than the carrying amount of that asset. There have been no losses
during the years ended December 31, 2023 or December 31, 2022.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes
the inputs to valuation methodologies used to measure fair value:
Level
1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level
2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets
and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data.
Level
3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions
made by other market participants. These valuations require significant judgment.
We
measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical
assets or liabilities. Other marketable securities were valued either based on recent trades of securities in inactive markets or based
on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We
did not hold significant amounts of marketable securities categorized as Level 3 assets as of the years ended December 31, 2022 and December
31, 2023.
The
Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, convertible notes
payable and certain privately issued warrants. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable
financial instruments approximate their fair value due to their short-term nature. The Company’s Private Warrants estimated fair
values are provided by a third party pricing vendor and are reviewed by the Company’s management. The Private Warrants valuations
are based on unobservable inputs reflecting the vendor’s assumptions, consistent with reasonably available assumptions made by
other market participants and thus are classified as Level 3.
Revenue
Recognition
Revenue
is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”) 2014-09, Revenue from
Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations
in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance
obligations, and revenue recognition as the performance obligations are satisfied.
Revenue
from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to
a customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit
of account under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation in proportion to
the standalone selling price for each and recognized as revenue when, or as, the performance obligation is satisfied.
Individual
promised goods and services in a contract are considered a performance obligation and accounted for separately if the good or service
is distinct. A good or service is considered distinct if the customer can benefit from the good or service on its own or with other resources
that are readily available to the customer and the good or service is separately identifiable from other promises in the arrangement.
The
transaction price for the products is the invoiced amount. Advanced billings from contracts are deferred and recognized as revenue when
earned. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection
is considered probable The Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority
and imposed on and concurrent with a specific revenue-producing transaction. Deferred revenue consists of payments received in advance
of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives
payments from customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes
unconditional. Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.
The
Company generates revenue from two streams: (1) iRWD (imaging Real World Data) which provides regulatory grade imaging and clinical data
in the Pharmaceutical, Device Manufacturing, CRO’s and AI markets and (2) BEAM which is a Medical Imaging Exchange platform between
Hospital/Healthcare Systems, Imaging Centers, Physicians and Patients. iRWD is sold on a fixed fee basis based on the number of data
units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer.
Beam revenue is subscription-based revenue which is recognized ratably over the subscription period committed to by the customer. The
Company invoices its Beam customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer
issues a cancellation notice.
Income
Taxes
The
Company is subject to U.S. federal, state and local income taxes. The Company accounts for income taxes in accordance with ASC Topic
740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary
differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for
the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s
consolidated balance sheets as deferred tax assets and liabilities.
ASC
Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected
to be taken in a tax return that affects amounts reported in the financial statements. The Company has reviewed and will continue to
review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based
on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions
reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded
in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain
tax positions, if applicable, as a component of income tax expense
Deferred
tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of
the deferred tax assets will not be realized. The Company provides deferred taxes at the enacted tax rate that is expected to apply when
the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the
uncertainty of realizing the related benefits.
Patents
and Trademarks
Costs
associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable
future economic benefits to the Company and are included in research and development expenses on the consolidated statements of operations.
Research
and Development
The
Company account for its research and development cost in accordance with ASC Topic 730, Research and Development (“ASC Topic 730”).
ASC Topic 730 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities
that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. For the years ended December 31, 2023
and December 31, 2022 research and development expenditures were charged to operating expense as incurred..
Stock-based
Compensation
The
Company has a stock-based compensation plan, which is described in more detail in Note 8. The fair value of stock option and warrant
grants are determined on the date of grant using the Black Scholes valuation model. Forfeitures of stock based awards are recorded as
the actual forfeitures occur. Stock based compensation expense is recognized over the service period, net of estimated forfeitures, using
the straight-line method. The Company converted all unvested stock based compensation awards to common shares in the year ended December
31, 2023.
General,
and Administrative Expenses
General
and administrative expenses include all costs that are not directly related to satisfaction of customer contracts. General, and administrative
expenses include items for the Company’s selling and administrative functions, such as sales, finance, legal, human resources,
and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related
costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization,
and depreciation expense.
Emerging
Growth Company
The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has
not elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company , can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
Accounting
Pronouncements Not Yet Adopted
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment
Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable
segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported
measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified
as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance
and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented
in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures
when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
In
December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income
tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.
The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied
on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures.
Recently
adopted accounting pronouncements
In
October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
(ASC Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities
(deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer
applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December
15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not
and is currently not expected to have a material impact on our consolidated financial statements.
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v3.24.1.u1
Business Combination
|
12 Months Ended |
Dec. 31, 2023 |
Business Combination and Asset Acquisition [Abstract] |
|
Business Combination |
3.
Business Combination
The
Business Combination was accounted for as a reverse recapitalization as OneMedNet Corporation was determined to be the accounting acquirer
under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805,
Business Combinations. This determination was primarily based on OneMedNet Corporation comprising the ongoing operations of the combined
entity, OneMedNet Corporation’s senior management comprising of all the senior management of the combined company, and the prior
shareholders of OneMedNet owning a majority of the voting power of the combined entity. Accordingly, for accounting purposes, the financial
statements of the combined entity upon consummation of the Business Combination represented a continuation of the financial statements
of OneMedNet Corporation with the merger being treated as the equivalent of OneMedNet issuing stock for the net assets of Data Knights
Inc., accompanied by a recapitalization. Operations prior to the Business Combination are presented as those of OneMedNet Corporation
in future reports of the combined entity.
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- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.24.1.u1
Going Concern
|
12 Months Ended |
Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
4.
Going Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities and commitments in the normal course of business. The Company does not have adequate liquidity to fund
its operations through at least twelve months from the date these financial statements were available for issuance. The Company has an
accumulated deficit 55,082,677 as of year-end December 31, 2023 and $43,509,964, as of year-end December 31, 2022 and has had negative
cash flows from operating activities for the year ended December 31, 2023. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. To continue in existence and expand its operations, the Company will be required to, and management
plans to, raise additional working capital through an equity or debt offering and ultimately attain profitable operations. If the Company
is not able to raise additional working capital, it would have a material adverse effect on the operations of the Company and continuing
research and development of its product. The consolidated financial statements do not include any adjustments relating to the recoverability
and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The
Company’s continuation as a going concern is dependent upon its ability to continue receiving working capital cash payments and
generating cash flow from operations.
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.24.1.u1
Property and Equipment
|
12 Months Ended |
Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
Property and Equipment |
5.
Property and Equipment
Property
and equipment are summarized as of December 31:
Schedule
of Property And Equipment
| |
2023 | | |
2022 | |
Computers | |
$ | 246,578 | | |
$ | 259,207 | |
Furniture and equipment | |
| 35,708 | | |
| 3,785 | |
Total Property and Equipment | |
| 282,286 | | |
| 262,992 | |
Less: accumulated depreciation | |
| (183,415 | ) | |
| (179,895 | ) |
Net Property and Equipment | |
$ | 98,871 | | |
$ | 83,097 | |
Depreciation
and amortization expense was $27,983 and $24,807 for the years ended December 31, 2023 and 2022, respectively.
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- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
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v3.24.1.u1
Income Taxes
|
12 Months Ended |
Dec. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
6.
Income Taxes
The
Company has generated both federal and state net operating losses (NOL) of approximately $21
million and $23 million, respectively, which if not used, will begin to expire in 2030.
The Company believes that its ability to fully utilize the existing NOL carryforwards could be restricted on a portion of the NOL by
changes in control that may have occurred or may occur in the future and by its ability to generate net income. The Company has not yet
conducted a formal study of whether, or to what extent, past changes in control of the Company impairs its NOL carryforwards because
such NOL carryforwards cannot be utilized until the Company achieves profitability.
Components
of deferred income taxes are as follows as of December 31:
Schedule
of Deferred Income Taxes
| |
2023 | | |
2022 | |
Deferred Tax Assets | |
| | | |
| | |
Net operating loss carry forward | |
$ | 6,823,785 | | |
$ | 6,973,587 | |
Stock Compensation | |
| 1,035,947 | | |
| 481,144 | |
Other | |
| - | | |
| 53,268 | |
Gross deferred tax assets | |
| 7,859,732 | | |
| 7,507,999 | |
Less valuation allowance | |
| (7,859,732 | ) | |
| (7,507,999 | ) |
Net deferred tax assets | |
| - | | |
| - | |
The
change in the valuation allowance was $351,734 and $1,384,220 for the years ended December 31, 2023 and 2022, respectively. The effective
tax rate for the years ended December 31, 2023 and 2022 differs from the federal and state statutory rates due to the full valuation
allowance. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. The tax years from inception through December 31, 2023 remain subject
to examination by all major taxing authorities due to the net operating loss carryovers. The Company is not currently under examination
by any taxing jurisdiction. The Company did not incur any interest or penalties during the years ended December 31, 2023 or 2022.
As
a result of the Business Combination, the Company was appointed as the sole managing member of Data Knights. The Company is subject to
U.S. federal income taxes, in addition to state and local income taxes. The Company accounts for income taxes using the asset and liability
method, which requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable
to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective
tax base. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements
and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected
to be settled or recovered. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. In assessing
the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred
tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax
liabilities, projected future income, and tax planning strategies in making this assessment.
The
Company has established a valuation allowance related deferred tax assets on deductible temporary differences, tax losses, and tax credit
carryforwards. The valuation allowance as of December 31, 2023 was $168.3. The increase
in the valuation allowance in fiscal year 2023 of $155.7 million primarily relates to the
Company’s investment in Data Knights, and tax carryforward attributes.
As
of December 31, 2023, the Company had a U.S. federal net operating loss carryforwards of $10.3
million and gross state net operating loss carryforwards of $8.9 million.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.24.1.u1
Convertible Promissory Notes held by Related Party
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
Convertible Promissory Notes held by Related Party |
7.
Convertible Promissory Notes held by Related Party
During
2023, the Company entered various Convertible Promissory Notes (“Note”) with related party investors totaling $2,300,000
(2022 - $4,700,000) and unrelated party investors of $1,875,000 (2022 - $440,000). The Notes issued are unsecured and bear an interest
rate of six percent annually from the date of issuance until the outstanding principal is paid or converted. On November 11, 2022 the
Convertible note agreement was amended and restated in order to (i) provide for the sale and issuance to Purchasers from the effective
date of January 1, 2022 and after the date of this Agreement of up to an additional $5,000,000 aggregate principal amount of Notes and
warrants to purchase shares of the Company’s capital stock, (ii) provide for the sale and issuance to Purchasers who purchased
Notes under the Prior Agreement between the Effective Date and the date of this Agreement of warrants to purchase shares of the Company’s
common stock at an exercise price of $1.00 per share; (iii) extend the maturity date of all outstanding Notes from December 31, 2022
to November 7, 2023.
The
principal and unpaid accrued interest on each Note will convert: (i) automatically, upon the Company’s issuance of equity securities
(the “Next Equity Financing”) in a single transaction, or series of related transactions, with aggregate gross proceeds to
the Company of at least $5,000,000, into shares of the Company’s capital stock issued to investors in the Next Equity Financing,
at a conversion price equal to the lesser of (A) a 20% discount to the lowest price per share of shares sold in the Next Equity Financing,
or (B) $2.50 per share; (ii) at the noteholder’s option, in the event of a defined Corporate Transaction while such Note remains
outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share; and (iii)
at the noteholder’s option, on or after the Maturity Date while such Note remains outstanding, into shares of the Company’s
Series A-2 Preferred Stock at a conversion price equal to $2.50 per share.
If
a Corporate Transaction occurs before the repayment or conversion of the Notes, the Company will pay at the closing of the Corporate
Transaction to each noteholder that elects not to convert its Notes in connection with such Corporate Transaction an amount equal to
the outstanding principal amount of such noteholder’s Note plus a 20% premium. “Corporate Transaction” means (a) a
sale by the Company of all or substantially all of its assets, (b) a merger of the Company with or into another entity (if after such
merger the holders of a majority of the Company’s voting securities immediately prior to the transaction do not hold a majority
of the voting securities of the successor entity) or (c) the transfer of more than 50% of the Company’s voting securities to a
person or group.
During
November 2019, the Company entered into a Convertible Promissory Note (“Note”) agreement with a related party investor. The
total amount of the Note is $1,500,000. The Note is unsecured and bears interest at a rate of four percent annually from the date of
issuance until the outstanding principal is paid or converted. The Note matures on January 1, 2025. The Note shall automatically convert
into the next offering of preferred stock upon closing of such next equity financing. The number of shares of preferred stock to be issued
upon conversion shall be equal to the number obtained by dividing the outstanding principal and unpaid accrued interest owed on the date
of conversion, by the conversion price. The conversion price is 100 percent of the lowest price per share paid for the next equity preferred
stock by other investors in the next equity financing. In the event that prior to the conversion or repayment of amounts owed, the Company
completes a financing transaction in which the Company sells equity securities but such transaction does not qualify as next equity financing
(i.e., an “alternative financing”), then the principal and unpaid accrued interest may (upon written election of the purchaser
holding the Note) convert into the securities issued by the Company in the alternative financing. The number of alternative financing
equity securities to be issued upon such conversion shall be equal to the number obtained by dividing the outstanding principal and unpaid
accrued interest owed by an amount equal to 100 percent multiplied by the lowest price per share at which the alternative financing equity
securities are sold and issued for cash in the alternative financing.
As
of December 31, 2022 there was $9.9 million outstanding principal balance on the Notes and $690,771 in accrued interest, all included
in long-term liabilities on the balance sheet. There were no payments of principal or interest during 2022. In connection with the $5,140,000
in convertible notes issued in 2022, 2,056,000 in warrants were issued.
In
November 2023, the Business Combination between Data Knights and the Company triggered the Notes’ conversion to common stock. Approximately
$15.4 million of the total outstanding Notes plus accrued interest were converted at $2.50 per share of common stock.
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v3.24.1.u1
Canadian Emergency Business Loan Act (CEBA)
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
Canadian Emergency Business Loan Act (CEBA) |
8.
Canadian Emergency Business Loan Act (CEBA)
During
December 2020, the Company applied for and received a $44,673 USD CEBA loan. The loan was provided by the Government of Canada to provide
capital to organizations to see them through the current challenges and better position them to return to providing services and creating
employment. The loan is unsecured. The loan was interest free through December 31, 2023. If the loan is paid back by January 18, 2024,
$14,742 of the loan will be forgiven. If the loan is not paid back by January 18, 2023, the full $44,673 loan will be converted to loan
repayable over three years with a 5% interest rate. The loan was paid back prior January 18, 2024. At December 31, 2023 the loans is
classified as Canada Emergency Business Loan Act under Current Liabilities on the Consolidated Balance Sheet.
The
Company accounted for the loan as debt in accordance with FASB Accounting Standards Codification 470 Debt and accrued interest in accordance
with the interest method under FASB ASC 835-30.
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.24.1.u1
Shareholders’ Equity
|
12 Months Ended |
Dec. 31, 2023 |
Equity [Abstract] |
|
Shareholders’ Equity |
9.
Shareholders’ Equity
Series
A-2 Preferred Stock
The
Company’s previously issued and outstanding Series A-2 preferred stock included a $0.15 per share annual noncumulative dividend
when and if declared by the board of directors. No dividends were declared in the years ended December 31, 2023 or December 31 2022.
The Series A-2 preferred stock also includes a liquidation preference of 1.25 times the original issue price plus any declared but unpaid
dividends upon the liquidation, dissolution, merger or sale of substantially all the assets of the Company and have a preference upon
liquidation over Series A-1 preferred stock and common stock. Each share of Series A-2 preferred stock may be converted into equal shares
of common stock at the option of the holder at any time. In addition, the Series A-2 preferred stock shares are automatically convertible
into common shares upon the sale of shares of common stock to the public at the then applicable conversion price in a firm commitment
underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting
in at least $20 million in proceeds, net of underwriting discounts and commissions. Each share of Series A-2 preferred stock has voting
rights equal to the number of shares of common stock then issuable upon conversion of such share of preferred stock. The Company is obligated
to redeem shares of Series A-2 Preferred Stock in the occurrence of a Deemed Liquidation Event unless a majority of the holders of Series
A-2 Preferred Stock and a majority of the Series A-1 Preferred Stock consent otherwise.
In
November 2023, the Business Combination between Data Knights and the Company triggered the Series A-2 Preferred Stock and Series A-1
Preferred Stock convert 1-1 to commons stock.
Series
A-1 Preferred Stock
The
Company’s previously issued and outstanding Series A-1 preferred stock included a $0.15 per share annual noncumulative dividend
when and if declared by the board of directors. No dividends were declared in the years ended December 31, 2023 or December 31 2022.
The Series A-1 preferred stock also includes a liquidation preference of 1.25 times the original issue price plus any declared but unpaid
dividends upon the liquidation, dissolution, merger or sale of substantially all the assets of the Company and have a preference upon
liquidation over common stock. Each share of Series A-1 preferred stock may be converted into equal shares of common stock at the option
of the holder at any time. In addition, the Series A-1 preferred stock shares are automatically convertible into common shares upon the
sale of shares of common stock to the public at the then applicable conversion price in a firm commitment underwritten public offering
pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million in proceeds,
net of underwriting discounts and commissions. Each share of Series A-1 preferred stock has voting rights equal to the number of shares
of common stock then issuable upon conversion of such share of preferred stock. The Company is obligated to redeem shares of Series A-1
Preferred Stock in the occurrence of a Deemed Liquidation Event unless a majority of the holders of Series A-1 Preferred Stock consent
otherwise.
In
November 2023, the Business Combination between Data Knights and the Company triggered the Series A-2 Preferred Stock and Series A-1
Preferred Stock convert 1-1 to commons stock.
Common
Stock
In
2023, in connection with services performed by the Board of Directors common shares of 100,000 (100,000- 2022) were issued at $1.00 per
share. These were expensed as general and administrative expenses in the Statement of Operations.
The
table below summarizes the Common Stock activities during the year ended December 31, 2023.
Schedule of Common Stock Activities
| |
Common Shares | |
Balances, December 31, 2022 | |
| 4,550,166 | |
Balance | |
| 4,550,166 | |
Preferred Stock to Common Stock | |
| 7,057,797 | |
Convertible Notes to Common Stock | |
| 6,177,229 | |
Stock Options to Common Stock | |
| 612,670 | |
Converting of Warrants to Common Stock | |
| 3,859,464 | |
Private OneMedNet to ONMD Public Shares | |
| (2,257,326 | ) |
Converting Data Knights Common Shares (A and B) to ONMD Public Shares | |
| 3,460,275 | |
Issuance Public Shares | |
| 111,957 | |
Balances, December 31, 2023 | |
| 23,572,232 | |
Balance | |
| 23,572,232 | |
|
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- DefinitionThe entire disclosure for equity.
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v3.24.1.u1
Stock Options
|
12 Months Ended |
Dec. 31, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
Stock Options |
10.
Stock Options
During
2020, the Company adopted a new equity incentive plan (the Plan), which provides for the granting of incentive and nonqualified stock
options to employees, directors, and consultants. As of December 31, 2020, the Company has reserved 3,000,000 shares of common stock
under the Plan. The Company believes that such awards better align the interests of its employees with those of its stockholders. Option
awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant;
those option awards generally vest with a range of one to four years of continuous service and have ten-year contractual terms. As there
is no public data available for the share price valuation, the Company considers the Fair Market Value of $1 to be on the conservative
side and similar to the exercise price. Certain option awards provide for accelerated vesting if there is a change in control, as defined
in the Plan. The Plan also permits the granting of restricted stock and other stock-based awards. Unexercised options are cancelled upon
termination of employment and become available under the Plan.
Information
with respect to options outstanding is summarized as follows:
Schedule of Options Outstanding
| |
Options Outstanding | | |
Weighted- Average Exercise Price | | |
Aggregate Intrinsic Value | |
Outstanding as of December 31, 2020 | |
| 1,995,000 | | |
$ | 1.00 | | |
$ | 1,995,000 | |
Granted - under the Plan | |
| 25,000 | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | |
Cancelled | |
| (1,072,816 | ) | |
| | | |
| | |
Outstanding as of December 31, 2021 | |
| 947,184 | | |
$ | 1.00 | | |
$ | 947,184 | |
Granted - under the Plan | |
| 577,000 | | |
| | | |
| | |
Exercised | |
| (7,500 | ) | |
| | | |
| | |
Cancelled | |
| (485,684 | ) | |
| | | |
| | |
Outstanding as of December 31, 2022 | |
| 1,031,000 | | |
$ | 1.00 | | |
$ | 1,031,000 | |
Options exercisable as of December 31, 2022 | |
| 567,581 | | |
$ | 1.00 | | |
$ | 567,581 | |
As
of December 31, 2022 and 2021, there were 1,031,000 and 947,184 common stock options outstanding with a weighted average remaining contractual
life of 7.11 years and 6.01 years, respectively.
As
of December 31, 2022 and 2021, there were 567,581 and 723,431 common stock options exercisable at a weighted average remaining contractual
life of 5.56 years and 5.27 years, respectively.
On
November 7, 2023, the Company issued shares of common stock for 692,153 vested options less an exercise price of $1.00.
At
the Special Meeting held on October 17, 2023,
Data Knights shareholders considered and approved the OneMedNet Corporation 2022 Equity Incentive Plan (the “Plan”) and reserved
an amount of shares of common stock equal to 10% of the number of shares of common stock of OneMedNet following the Business Combination
for issuance thereunder. The Plan was approved by the OneMedNet pre-Closing board of directors on October 17, 2023. The Plan became effective
immediately upon the Closing of the Business Combination.
Black
Scholes Assumptions
The
determination of the fair value of stock options using an option valuation model is affected by the Company’s stock price valuation,
as well as assumptions regarding a number of complex and subjective variables. The volatility assumption is based on volatilities of
similar companies over a period of time equal to the expected term of the stock options. The volatilities of similar companies are used
in conjunction with the Company’s historical volatility because of the lack of sufficient relevant history for the Company’s
common stock equal to the expected term. The expected term of the employee stock options represents the weighted average period for which
the stock options are expected to remain outstanding. The expected term assumption is estimated based primarily on the options’
vesting terms and remaining contractual life and employees’ expected exercise and post- vesting employment termination behavior.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time
of grant. The dividend yield assumption is based on the expectation of no future dividend payouts by the Company.
The
fair value of the Company’s previous stock options was estimated assuming no expected dividends and the following weighted average
assumptions:
Schedule
of Fair Value of Stock Options
| |
2022 | | |
2021 | |
Expected life in years | |
| 5.89 | | |
| 6.08 | |
Risk-free interest rate | |
| 0.55 | % | |
| 0.49 | % |
Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % |
Expected volatility | |
| 32 | % | |
| 60 | % |
The
total expense recognized for share-based payments was $45,584 and $47,071 for the years ended December 31, 2022 and 2021, respectively.
These costs are included in the statements of operations. As of December 31, 2022, there was $75,987 of unrecognized compensation costs
related to stock option grants which will be recognized over the next four years.
During
2023, the Company issued common stock to employees and extinguished all outstanding stock options. The 612,720 shares outstanding were
recorded as stock expense in the Consolidated Statement of Operations.
|
X |
- DefinitionThe entire disclosure for share-based payment arrangement.
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v3.24.1.u1
Stock Warrants
|
12 Months Ended |
Dec. 31, 2023 |
Stock Warrants |
|
Stock Warrants |
11.
Stock Warrants
In
2021, there were 174,102 OneMedNet Corporation outstanding common stock warrants issued for service at a weighted average exercise price
of $0.10. In 2022 for the exercise price of $1.00, the OneMedNet Corporation issued 145,746 warrants for 2021 service and 294,000 warrants
for 2022 service, 2,056,000 in warrants were issued attached to convertible notes. The Company expensed $1,346,288 in 2022 in relation
to the issuance of the Warrants. In 2023 for the exercise price of $1.00, the OneMedNet issued 1,670,000 in warrants attached to convertible
notes. OneMedNet Corporation converted 4,165,746 warrants outstanding to common stock at an exercise price of $1.00 and converted 174,102
warrants outstanding to common stock at an exercise price of $0.10.
As
of December 31, 2023 and December 31, 2022, the Company had 11,500,000
of publicly traded warrants. The warrants trade on the Nasdaq had closing price of $.0149
and $.0400
at December 31, 2023 and December 31, 2022 respectively.
As
of December 31, 2023 and December 31, 2022, the Company had 681,019 and 585,275
of private warrants outstanding. These warrants are classified as liability on the Consolidated Balance Sheet. Changes in the
warrant liabilities are recorded in the Statement of Operations. As of December 31, 2023 and December 31, 2022, the warrant
liabilities were $0.6
million and $0.4
respectively.
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v3.24.1.u1
Fair Value Measures
|
12 Months Ended |
Dec. 31, 2023 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measures |
12.
Fair Value Measures
The
fair value measurement accounting standards establish a framework for measuring fair value and expand disclosures about fair value measurements.
The standard does not require any new fair value measurements; rather, it applies to other accounting pronouncements that require or
permit fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This pronouncement
also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value.
The
valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three
levels are defined as follows:
Level
1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market
Level
2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived
valuations in which all significant inputs are observable for substantially the full term of the asset or liability
Level
3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability
The
following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above
input categories as of December 31, 2023 and December 31, 2022 (in thousands):
Schedule of Financial Assets
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Investments held in Trust | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Assets | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | |
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.24.1.u1
Related Party Transactions
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
13.
Related Party Transactions
Loan
Extensions
Data
Knights closed its initial public offering in May 2021 and had 12 months to complete a business combination. Alternatively, the Data
Knight could extend the period up to two times for an additional three months each time with an extension costing $1.2 million. Data
Knights received a total of $300,000 from members of the Company’s Management and Directors. As of December 31, 2023 and December
31, 2022 the total extension loan including interest outstanding was $3.0 million and $2.5 million, respectively.
PIPE
Convertible Notes and Warrants
In
November 2023, the Company entered into a Securities Purchase Agreement (SPA) in which the Company was required to sell senior secured
convertible notes and warrants to Directors of the Company. The SPA stipulates a collateral security agreement between the Company and
the Directors for punctual payment and performance by the Company on its Obligations to the Directors. The Intellectual Property of the
Company serves as the collateral for the Directors. The senior secured convertible notes and warrants were issued through a private issuance
of a public entity (PIPE) transaction, which is a form of debt and equity offering under an exception in the securities law for qualifying
private placements by issuers of publicly traded securities. The Company received a total of $1.5 million from the director in exchange
for senior convertible notes of $1.6 million (plus accrued interest of $0.1 million) and 95,745 warrants to acquire common stock. The
senior secured notes are convertible to the conversion rate of $10.00 per share, and 92.5% of the lowest VWAP for the ten (10) trading
days immediately preceding the conversion Date, subject to the floor price of $1.14 (representing 20% of the closing price on the last
trading day before the closing of the Business Combination), or the alternative conversion ratio the greater of the floor price and the
lesser of 80% of the VWAP of the common stock as of the trading day and 80% of the price computed as the quotient of the sum of the VWAP
of the Common Stock for each of the three Trading Days with the lowest VWAP of the Common Stock during the fifteen consecutive trading
day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
divided by three. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or similar transaction that proportionately decreases or increases the common stock.
The
warrants are classified as equity and the total proceeds received from the Directors are allocated based on the relative fair values
of the convertible notes and the warrants at the issued date. The portion allocable to warrants is accounted for as paid-in capital.
The senior secured convertible notes are classified as long term debt in the Consolidated Balance Sheet. The estimate fair value of the
senior secured convertible notes at December 31, 2023 was $1.2 million.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.1.u1
Commitments, Contingencies, and Concentrations Operating lease
|
12 Months Ended |
Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments, Contingencies, and Concentrations Operating lease |
14.
Commitments, Contingencies, and Concentrations Operating lease
The
Company has a month-to-month lease for a suite at a cost of $575 per month. The Company incurred $7,695 and $7,694 of rent expense, including
common tenant costs and cancellation costs, during the years ended December 31, 2023 and 2022, respectively.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.24.1.u1
Subsequent Events
|
12 Months Ended |
Dec. 31, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
15.
Subsequent Events
The
Company has evaluated subsequent events occurring through April 9, 2024, the date the financial statements were available for issuance,
for events requiring recording or disclosure in the Company’s financial statements.
During
2024, through to the date of this report, the Company issued 256,944
and 20,834
shares of Common Stock to EF Hutton LLC and Kingwood Capital Partners, LLC, respectively, as consideration for $3.0
million owed by the Company for underwriting commission due at the closing of the Business Combination.
During
2024, through to the date of this report, the Company bought back 187,745 shares of Common Stock from a convertible note holder.
During
2024, through to the date of this report, the Company received $1,000,000
from a majority shareholder for the purchase
of shares, and an additional $300,000
treated as a shareholder loan.
During
2024, through to the date of this report, the Company entered into a definitive securities purchase agreement with an institutional investor
providing up to $4.54 million in funding through a private placement for the issuance of senior convertible notes.
As previously announced on Form
8-K, on March 28, 2024, OneMedNet Corporation (the “Company”) entered into a definitive
securities purchase agreement (the “Securities Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd., an
affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to USD$4.54 million in
funding through a private placement for the issuance of senior secured convertible notes (the “Notes”).
As previously
announced on Form 8-K, on March 27, 2024, Paul J. Casey, Chief, Chief Executive Officer of the Company, notified the Company of his intention
to retire as Chief Executive Officer of the Company effective March 29, 2024. Mr. Casey will continue to serve as a member of the Board
of Directors (the “Board”) of the Company. In connection with Mr. Casey’s service on the Advisory Board of the Company,
the Board approved a Stock Option Grant (the “Option Grant”) providing for the grant of 147,000 five-year options exercisable
at $1.00 per share adviser to Mr. Casey. Also on March 27, 2024, Scott Holbrook, a member of the Board of the Company and a member of
the Company’s Audit Committee, notified the Company of his intention to retire from the Company’s Board effective March 29,
2024.
Effective
March 29, 2024, the Board (i) appointed Mr. Aaron Green, to serve as Chief Executive Officer of the Company to fill the vacancy created
by the retirement of Paul Casey; (ii) appointed Mr. Aaron Green, to serve as a member of the Board to fill the vacancy created by the
retirement of Scott Holbrook; and (iii) appointed Board member, Dr. Thomas Kosasa, to serve on the Company’s Audit Committee, also
to fill the vacancy created by the retirement of Scott Holbrook.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.24.1.u1
Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation and Foreign Currency Translation |
Basis
of Presentation and Foreign Currency Translation
The
consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in
the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
|
Business Combination |
Business
Combination
We
account for business acquisitions under ASC Topic 805, Business Combinations (“ASC Topic 805”). The total purchase consideration
for an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities assumed at the acquisition
date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets)
and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize
goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired
and the liabilities assumed. We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of
operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the
total purchase consideration. We include the results of operations of the acquired business in the consolidated financial statements
beginning on the acquisition date.
|
Use of Estimates |
Use
of Estimates
The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions
that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the
consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and
assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those
related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances,
and unit and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.
|
Operating Segments |
Operating
Segments
The
Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial
information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive
Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial
information and resources and assesses the performance of these resources on a consolidated basis. The Company is not organized by market
and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages
the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and
does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial
segment information can be found in the consolidated financial statements.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents
Cash
and cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased. Cash equivalents
consist of money market funds and are carried at cost, which approximates fair value. The balances, at times, may exceed FDIC Insured
limits. The Company believes that, as of December 31, 2023, its risk relating to deposits exceeding federally insured limits was not
significant.
|
Accounts Receivable |
Accounts
Receivable
Accounts
receivable are unsecured, recorded at net realizable value, and do not bear interest. Accounts receivable are considered past due if
not paid within the terms established between the Company and the customer. Amounts are only written off after all attempts at collections
have been exhausted. The Company determines the need for an allowance for doubtful accounts based upon factors surrounding the credit
risk of specific customers, historical trends and other information. As of December 31, 2023 and 2022, the Company established allowances
of $0 and $102,700 respectively. The net receivable balances outstanding are fully collectible.
The
Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not
require collateral from its customers and generally requires payment from 0 to 90 days from the invoice date. For the year ended December
31, 2023, there was 1 customer that accounted for 10% or more of total revenue, and there were 2 customers that accounted for 10% or
more of total revenue for the years ended December 31, 2022 . The following table represents these customers’ aggregate percent
of total revenue:
Schedule
Of Aggregate Percentage Revenue and Accounts Receivable
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Customer 1 | |
| 52 | % | |
| 31 | % |
Customer 2 | |
| - | | |
| 22 | % |
Aggregate Percent of Total Revenue | |
| 52 | % | |
| 53 | % |
As
of December 31, 2023, three customers accounted for more than 10% of the Company’s accounts receivable balance, and two customers
accounted for over 10% of the Company’s accounts receivable balance at December 31, 2022. The following table represents these
customers’ aggregate percent of total accounts receivable:
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Customer 1 | |
| - | | |
| 40 | % |
Customer 2 | |
| 36 | % | |
| - | |
Customer 3 | |
| 33 | % | |
| - | |
Customer 4 | |
| - | | |
| 32 | % |
Customer 5 | |
| 27 | % | |
| - | |
Aggregate Percent of Total Accounts Receivable | |
| 96 | % | |
| 72 | % |
Aggregate Percent of Revenue and Accounts Receivable | |
| 96 | % | |
| 72 | % |
|
Property and Equipment |
Property
and Equipment
Property
and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated
over their estimated useful lives ranging from three to five years. Cost of maintenance and repairs are charged to expense when incurred.
|
Impairment of Long-Lived Assets |
Impairment
of Long-Lived Assets
The
Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances
indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated
future undiscounted net cash flows from the use of the asset are less than the carrying amount of that asset. There have been no losses
during the years ended December 31, 2023 or December 31, 2022.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes
the inputs to valuation methodologies used to measure fair value:
Level
1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level
2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets
and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data.
Level
3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions
made by other market participants. These valuations require significant judgment.
We
measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical
assets or liabilities. Other marketable securities were valued either based on recent trades of securities in inactive markets or based
on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We
did not hold significant amounts of marketable securities categorized as Level 3 assets as of the years ended December 31, 2022 and December
31, 2023.
The
Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, convertible notes
payable and certain privately issued warrants. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable
financial instruments approximate their fair value due to their short-term nature. The Company’s Private Warrants estimated fair
values are provided by a third party pricing vendor and are reviewed by the Company’s management. The Private Warrants valuations
are based on unobservable inputs reflecting the vendor’s assumptions, consistent with reasonably available assumptions made by
other market participants and thus are classified as Level 3.
|
Revenue Recognition |
Revenue
Recognition
Revenue
is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”) 2014-09, Revenue from
Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations
in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance
obligations, and revenue recognition as the performance obligations are satisfied.
Revenue
from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to
a customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit
of account under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation in proportion to
the standalone selling price for each and recognized as revenue when, or as, the performance obligation is satisfied.
Individual
promised goods and services in a contract are considered a performance obligation and accounted for separately if the good or service
is distinct. A good or service is considered distinct if the customer can benefit from the good or service on its own or with other resources
that are readily available to the customer and the good or service is separately identifiable from other promises in the arrangement.
The
transaction price for the products is the invoiced amount. Advanced billings from contracts are deferred and recognized as revenue when
earned. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection
is considered probable The Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority
and imposed on and concurrent with a specific revenue-producing transaction. Deferred revenue consists of payments received in advance
of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives
payments from customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes
unconditional. Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.
The
Company generates revenue from two streams: (1) iRWD (imaging Real World Data) which provides regulatory grade imaging and clinical data
in the Pharmaceutical, Device Manufacturing, CRO’s and AI markets and (2) BEAM which is a Medical Imaging Exchange platform between
Hospital/Healthcare Systems, Imaging Centers, Physicians and Patients. iRWD is sold on a fixed fee basis based on the number of data
units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer.
Beam revenue is subscription-based revenue which is recognized ratably over the subscription period committed to by the customer. The
Company invoices its Beam customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer
issues a cancellation notice.
|
Income Taxes |
Income
Taxes
The
Company is subject to U.S. federal, state and local income taxes. The Company accounts for income taxes in accordance with ASC Topic
740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary
differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for
the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s
consolidated balance sheets as deferred tax assets and liabilities.
ASC
Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected
to be taken in a tax return that affects amounts reported in the financial statements. The Company has reviewed and will continue to
review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based
on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions
reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded
in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain
tax positions, if applicable, as a component of income tax expense
Deferred
tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of
the deferred tax assets will not be realized. The Company provides deferred taxes at the enacted tax rate that is expected to apply when
the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the
uncertainty of realizing the related benefits.
|
Patents and Trademarks |
Patents
and Trademarks
Costs
associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable
future economic benefits to the Company and are included in research and development expenses on the consolidated statements of operations.
|
Research and Development |
Research
and Development
The
Company account for its research and development cost in accordance with ASC Topic 730, Research and Development (“ASC Topic 730”).
ASC Topic 730 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities
that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. For the years ended December 31, 2023
and December 31, 2022 research and development expenditures were charged to operating expense as incurred..
|
Stock-based Compensation |
Stock-based
Compensation
The
Company has a stock-based compensation plan, which is described in more detail in Note 8. The fair value of stock option and warrant
grants are determined on the date of grant using the Black Scholes valuation model. Forfeitures of stock based awards are recorded as
the actual forfeitures occur. Stock based compensation expense is recognized over the service period, net of estimated forfeitures, using
the straight-line method. The Company converted all unvested stock based compensation awards to common shares in the year ended December
31, 2023.
|
General, and Administrative Expenses |
General,
and Administrative Expenses
General
and administrative expenses include all costs that are not directly related to satisfaction of customer contracts. General, and administrative
expenses include items for the Company’s selling and administrative functions, such as sales, finance, legal, human resources,
and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related
costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization,
and depreciation expense.
|
Emerging Growth Company |
Emerging
Growth Company
The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has
not elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company , can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
|
Accounting Pronouncements Not Yet Adopted |
Accounting
Pronouncements Not Yet Adopted
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment
Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable
segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported
measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified
as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance
and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented
in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures
when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
In
December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income
tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.
The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied
on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures.
|
Recently adopted accounting pronouncements |
Recently
adopted accounting pronouncements
In
October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
(ASC Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities
(deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer
applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December
15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not
and is currently not expected to have a material impact on our consolidated financial statements.
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v3.24.1.u1
Summary of Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Schedule Of Aggregate Percentage Revenue and Accounts Receivable |
Schedule
Of Aggregate Percentage Revenue and Accounts Receivable
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Customer 1 | |
| 52 | % | |
| 31 | % |
Customer 2 | |
| - | | |
| 22 | % |
Aggregate Percent of Total Revenue | |
| 52 | % | |
| 53 | % |
As
of December 31, 2023, three customers accounted for more than 10% of the Company’s accounts receivable balance, and two customers
accounted for over 10% of the Company’s accounts receivable balance at December 31, 2022. The following table represents these
customers’ aggregate percent of total accounts receivable:
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Customer 1 | |
| - | | |
| 40 | % |
Customer 2 | |
| 36 | % | |
| - | |
Customer 3 | |
| 33 | % | |
| - | |
Customer 4 | |
| - | | |
| 32 | % |
Customer 5 | |
| 27 | % | |
| - | |
Aggregate Percent of Total Accounts Receivable | |
| 96 | % | |
| 72 | % |
Aggregate Percent of Revenue and Accounts Receivable | |
| 96 | % | |
| 72 | % |
|
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v3.24.1.u1
Property and Equipment (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
Schedule of Property And Equipment |
Schedule
of Property And Equipment
| |
2023 | | |
2022 | |
Computers | |
$ | 246,578 | | |
$ | 259,207 | |
Furniture and equipment | |
| 35,708 | | |
| 3,785 | |
Total Property and Equipment | |
| 282,286 | | |
| 262,992 | |
Less: accumulated depreciation | |
| (183,415 | ) | |
| (179,895 | ) |
Net Property and Equipment | |
$ | 98,871 | | |
$ | 83,097 | |
|
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v3.24.1.u1
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
Schedule of Deferred Income Taxes |
Components
of deferred income taxes are as follows as of December 31:
Schedule
of Deferred Income Taxes
| |
2023 | | |
2022 | |
Deferred Tax Assets | |
| | | |
| | |
Net operating loss carry forward | |
$ | 6,823,785 | | |
$ | 6,973,587 | |
Stock Compensation | |
| 1,035,947 | | |
| 481,144 | |
Other | |
| - | | |
| 53,268 | |
Gross deferred tax assets | |
| 7,859,732 | | |
| 7,507,999 | |
Less valuation allowance | |
| (7,859,732 | ) | |
| (7,507,999 | ) |
Net deferred tax assets | |
| - | | |
| - | |
|
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v3.24.1.u1
Shareholders’ Equity (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Equity [Abstract] |
|
Schedule of Common Stock Activities |
The
table below summarizes the Common Stock activities during the year ended December 31, 2023.
Schedule of Common Stock Activities
| |
Common Shares | |
Balances, December 31, 2022 | |
| 4,550,166 | |
Balance | |
| 4,550,166 | |
Preferred Stock to Common Stock | |
| 7,057,797 | |
Convertible Notes to Common Stock | |
| 6,177,229 | |
Stock Options to Common Stock | |
| 612,670 | |
Converting of Warrants to Common Stock | |
| 3,859,464 | |
Private OneMedNet to ONMD Public Shares | |
| (2,257,326 | ) |
Converting Data Knights Common Shares (A and B) to ONMD Public Shares | |
| 3,460,275 | |
Issuance Public Shares | |
| 111,957 | |
Balances, December 31, 2023 | |
| 23,572,232 | |
Balance | |
| 23,572,232 | |
|
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v3.24.1.u1
Stock Options (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
Schedule of Options Outstanding |
Information
with respect to options outstanding is summarized as follows:
Schedule of Options Outstanding
| |
Options Outstanding | | |
Weighted- Average Exercise Price | | |
Aggregate Intrinsic Value | |
Outstanding as of December 31, 2020 | |
| 1,995,000 | | |
$ | 1.00 | | |
$ | 1,995,000 | |
Granted - under the Plan | |
| 25,000 | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | |
Cancelled | |
| (1,072,816 | ) | |
| | | |
| | |
Outstanding as of December 31, 2021 | |
| 947,184 | | |
$ | 1.00 | | |
$ | 947,184 | |
Granted - under the Plan | |
| 577,000 | | |
| | | |
| | |
Exercised | |
| (7,500 | ) | |
| | | |
| | |
Cancelled | |
| (485,684 | ) | |
| | | |
| | |
Outstanding as of December 31, 2022 | |
| 1,031,000 | | |
$ | 1.00 | | |
$ | 1,031,000 | |
Options exercisable as of December 31, 2022 | |
| 567,581 | | |
$ | 1.00 | | |
$ | 567,581 | |
|
Schedule of Fair Value of Stock Options |
The
fair value of the Company’s previous stock options was estimated assuming no expected dividends and the following weighted average
assumptions:
Schedule
of Fair Value of Stock Options
| |
2022 | | |
2021 | |
Expected life in years | |
| 5.89 | | |
| 6.08 | |
Risk-free interest rate | |
| 0.55 | % | |
| 0.49 | % |
Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % |
Expected volatility | |
| 32 | % | |
| 60 | % |
|
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v3.24.1.u1
Fair Value Measures (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of Financial Assets |
The
following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above
input categories as of December 31, 2023 and December 31, 2022 (in thousands):
Schedule of Financial Assets
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Investments held in Trust | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Assets | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | | |
$ | — | | |
$ | — | | |
$ | 29,029,416 | |
|
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v3.24.1.u1
Organization and Operations (Details Narrative) - Securities Purchase Agreement [Member] - USD ($)
|
|
1 Months Ended |
Jun. 28, 2023 |
Nov. 30, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Debt description |
|
The
senior secured notes are convertible to the conversion rate of $10.00 per share, and 92.5% of the lowest VWAP for the ten (10) trading
days immediately preceding the conversion Date, subject to the floor price of $1.14 (representing 20% of the closing price on the last
trading day before the closing of the Business Combination), or the alternative conversion ratio the greater of the floor price and the
lesser of 80% of the VWAP of the common stock as of the trading day and 80% of the price computed as the quotient of the sum of the VWAP
of the Common Stock for each of the three Trading Days with the lowest VWAP of the Common Stock during the fifteen consecutive trading
day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
divided by three
|
Data Knights Acquisition Corp [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Debt principal amount |
$ 1,595,744.70
|
|
Purchase price |
$ 1,500,000
|
|
Debt description |
Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the
Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common
Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume
weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date.
|
|
Investment |
$ 1,500,000
|
|
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v3.24.1.u1
Schedule of Property And Equipment (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
Total Property and Equipment |
$ 282,286
|
$ 262,992
|
Less: accumulated depreciation |
(183,415)
|
(179,895)
|
Net Property and Equipment |
98,871
|
83,097
|
Computer Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Total Property and Equipment |
246,578
|
259,207
|
Furniture and Fixtures [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Total Property and Equipment |
$ 35,708
|
$ 3,785
|
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Schedule of Deferred Income Taxes (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Deferred Tax Assets |
|
|
Net operating loss carry forward |
$ 6,823,785
|
$ 6,973,587
|
Stock Compensation |
1,035,947
|
481,144
|
Other |
|
53,268
|
Gross deferred tax assets |
7,859,732
|
7,507,999
|
Less valuation allowance |
(7,859,732)
|
(7,507,999)
|
Net deferred tax assets |
|
|
X |
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Income Taxes (Details Narrative) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] |
|
|
Change in valuation allowance |
$ 351,734
|
$ 1,384,220
|
Valuation allowance |
7,859,732
|
$ 7,507,999
|
Data Knights Acquisition Corp [Member] |
|
|
Operating Loss Carryforwards [Line Items] |
|
|
Change in valuation allowance |
155,700,000
|
|
Valuation allowance |
168,300,000
|
|
Domestic Tax Authority [Member] |
|
|
Operating Loss Carryforwards [Line Items] |
|
|
Net operating loss |
21,000,000
|
|
Net operating loss carryforwards |
10,300,000
|
|
State and Local Jurisdiction [Member] |
|
|
Operating Loss Carryforwards [Line Items] |
|
|
Net operating loss |
23,000,000
|
|
Net operating loss carryforwards |
$ 8,900,000
|
|
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Convertible Promissory Notes held by Related Party (Details Narrative) - USD ($)
|
Nov. 11, 2022 |
Dec. 31, 2023 |
Nov. 30, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Nov. 30, 2019 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible promissory note |
|
|
|
$ 5,140,000
|
|
|
Warrant exercise price |
|
$ 1.00
|
|
$ 1.00
|
$ 0.10
|
|
Accrued interest long-term liabilities |
|
|
|
$ 690,771
|
|
|
Warrant issued |
|
|
|
2,056,000
|
174,102
|
|
Convertible Promissory Notes [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible promissory note, outstanding |
|
|
|
$ 9,900,000
|
|
|
Related Party [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible promissory note |
|
$ 2,300,000
|
|
4,700,000
|
|
|
Related Party [Member] | Data Knights Acquisition Corp [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible promissory note |
|
1,200,000
|
$ 15,400,000
|
|
|
|
Conversion price |
|
|
$ 2.50
|
|
|
|
Related Party [Member] | Convertible Promissory Notes [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible promissory note |
|
|
|
|
|
$ 1,500,000
|
Convertible promissory note, outstanding |
$ 5,000,000
|
|
|
|
|
|
Warrant exercise price |
$ 1.00
|
|
|
|
|
|
Proceeds from equity financing |
$ 5,000,000
|
|
|
|
|
|
Equity financing, description |
a 20% discount to the lowest price per share of shares sold in the Next Equity Financing,
or (B) $2.50 per share; (ii) at the noteholder’s option, in the event of a defined Corporate Transaction while such Note remains
outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share; and (iii)
at the noteholder’s option, on or after the Maturity Date while such Note remains outstanding, into shares of the Company’s
Series A-2 Preferred Stock at a conversion price equal to $2.50 per share.
|
|
|
|
|
|
Related Party [Member] | Convertible Promissory Notes [Member] | Series A-2 Preferred Stock [Member] |
|
|
|
|
|
|
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|
|
|
|
|
|
Preferred stock, conversion price |
$ 2.50
|
|
|
|
|
|
Nonrelated Party [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible promissory note |
|
$ 1,875,000
|
|
$ 440,000
|
|
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Schedule of Common Stock Activities (Details) - Common Stock [Member] - Board of Directors Chairman [Member]
|
12 Months Ended |
Dec. 31, 2023
shares
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
Beginning balance, shares |
4,550,166
|
Preferred Stock to Common Stock |
7,057,797
|
Convertible Notes to Common Stock |
6,177,229
|
Stock Options to Common Stock |
612,670
|
Converting of Warrants to Common Stock |
3,859,464
|
Private OneMedNet to ONMD Public Shares |
(2,257,326)
|
Converting Data Knights Common Shares (A and B) to ONMD Public Shares |
3,460,275
|
Issuance Public Shares |
111,957
|
Ending balance, shares |
23,572,232
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v3.24.1.u1
Schedule of Options Outstanding (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] |
|
|
Options outstanding, ending balance |
947,184
|
1,995,000
|
Weighted average exercise price, begining balance |
$ 1.00
|
$ 1.00
|
Aggregate Intrinsic value, begining balance |
$ 947,184
|
$ 1,995,000
|
Options, Granted - under the Plan |
577,000
|
25,000
|
Options, Granted - under the Plan |
7,500
|
|
Options, cancelled |
(485,684)
|
(1,072,816)
|
Weighted average exercise price, ending balance |
$ 1.00
|
$ 1.00
|
Aggregate Intrinsic value, ending balance |
$ 1,031,000
|
$ 947,184
|
Options, Granted - under the Plan |
(7,500)
|
|
Options outstanding, ending balance |
1,031,000
|
947,184
|
Options exercisable |
567,581
|
723,431
|
Weighted average exercise price, exercisable |
$ 1.00
|
|
Aggregate Intrinsic value, exercisable |
$ 567,581
|
|
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v3.24.1.u1
Stock Options (Details Narrative) - USD ($)
|
|
12 Months Ended |
|
Oct. 17, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Nov. 07, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Common stock optios outstanding |
|
|
1,031,000
|
947,184
|
1,995,000
|
|
Weighted average remaining contractual life |
|
|
7 years 1 month 9 days
|
6 years 3 days
|
|
|
Common stock optios exercisable |
|
|
567,581
|
723,431
|
|
|
Weighted average remaining contractual life, exercisable |
|
|
5 years 6 months 21 days
|
5 years 3 months 7 days
|
|
|
Options vested |
|
|
|
|
|
692,153
|
Options vested pxercise price |
|
|
|
|
|
$ 1.00
|
Share-based payment award, description |
common stock equal to 10% of the number of shares of common stock of OneMedNet following the Business Combination
for issuance thereunder
|
|
|
|
|
|
Share-based payments |
|
|
$ 45,584
|
$ 47,071
|
|
|
Unrecognized compensation costs |
|
|
$ 75,987
|
|
|
|
Share-Based Payment Arrangement, Option [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Shares outstanding |
|
612,720
|
|
|
|
|
Employees Directors and Consultants [Member] | New Equity Incentive Plan [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Shares outstanding |
|
|
|
|
3,000,000
|
|
Fair market value |
|
|
|
|
$ 1
|
|
Employees Directors and Consultants [Member] | New Equity Incentive Plan [Member] | Minimum [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Vesting period |
|
|
|
|
1 year
|
|
Employees Directors and Consultants [Member] | New Equity Incentive Plan [Member] | Maximum [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Vesting period |
|
|
|
|
4 years
|
|
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v3.24.1.u1
Stock Warrants (Details Narrative) - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrants outstanding |
2,056,000
|
|
174,102
|
Exercise price of warrants |
$ 1.00
|
$ 1.00
|
$ 0.10
|
Proceeds from issuance of warrants |
$ 1,346,288
|
|
|
Common Stock [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrants outstanding |
|
174,102
|
|
Exercise price of warrants |
|
$ 0.10
|
|
Warrant One [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Exercise price of warrants |
|
$ 1.00
|
|
Warrants outstanding |
|
4,165,746
|
|
Publicly Traded Warrants [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Exercise price of warrants |
$ 0.0400
|
$ 0.0149
|
|
Warrants outstanding |
11,500,000
|
11,500,000
|
|
Private Warrants [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrants outstanding |
585,275
|
681,019
|
|
Warrant [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrant liabilities |
$ 400,000
|
$ 600,000
|
|
Convertiable Notes [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrants outstanding |
2,056,000
|
1,670,000
|
|
2021 Service [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrants outstanding |
145,746
|
|
|
2022 Service [Member] |
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Warrants outstanding |
294,000
|
|
|
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v3.24.1.u1
Schedule of Financial Assets (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Assets measured and recorded fair value |
|
$ 29,029,415
|
Fair Value, Recurring [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Assets measured and recorded fair value |
|
29,029,416
|
Fair Value, Recurring [Member] | Investments Held in Trust [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Assets measured and recorded fair value |
|
29,029,416
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Assets measured and recorded fair value |
|
29,029,416
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Investments Held in Trust [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Assets measured and recorded fair value |
|
29,029,416
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Assets measured and recorded fair value |
|
|
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v3.24.1.u1
Related Party Transactions (Details Narrative) - USD ($)
|
|
1 Months Ended |
12 Months Ended |
|
Jun. 28, 2023 |
Nov. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Related Party Transaction [Line Items] |
|
|
|
|
Convertible promissory note |
|
|
|
$ 5,140,000
|
Proceeds from convertible debt |
|
|
$ 1,549,820
|
|
Accrued interest |
|
|
|
690,771
|
Fair value of senior secured convertible notes |
|
|
1,200,000
|
|
Securities Purchase Agreement [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Proceeds from convertible debt |
|
$ 1,500,000
|
|
|
Debt instrument, convertible, trading days description |
|
The
senior secured notes are convertible to the conversion rate of $10.00 per share, and 92.5% of the lowest VWAP for the ten (10) trading
days immediately preceding the conversion Date, subject to the floor price of $1.14 (representing 20% of the closing price on the last
trading day before the closing of the Business Combination), or the alternative conversion ratio the greater of the floor price and the
lesser of 80% of the VWAP of the common stock as of the trading day and 80% of the price computed as the quotient of the sum of the VWAP
of the Common Stock for each of the three Trading Days with the lowest VWAP of the Common Stock during the fifteen consecutive trading
day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
divided by three
|
|
|
Conversion rate per share |
|
$ 10.00
|
|
|
Securities Purchase Agreement [Member] | Warrant [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Warrants to acquire common stock |
|
95,745
|
|
|
Securities Purchase Agreement [Member] | Senior Convertible Notes [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Proceeds from convertible debt |
|
$ 1,600,000
|
|
|
Related Party [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Convertible promissory note |
|
|
2,300,000
|
4,700,000
|
Extension loan |
|
|
3,000,000.0
|
$ 2,500,000
|
Related Party [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Accrued interest |
|
100,000
|
|
|
Related Party [Member] | Management and Directors [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Extension loan |
|
|
300,000
|
|
Data Knights Acquisition Corp [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Debt instrument, convertible, trading days description |
Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the
Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common
Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume
weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date.
|
|
|
|
Data Knights Acquisition Corp [Member] | Related Party [Member] |
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
Convertible promissory note |
|
$ 15,400,000
|
$ 1,200,000
|
|
Conversion rate per share |
|
$ 2.50
|
|
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities.
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v3.24.1.u1
Subsequent Events (Details Narrative) - USD ($)
|
|
12 Months Ended |
Mar. 27, 2024 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Subsequent Event [Line Items] |
|
|
|
|
Proceeds from Related Party Debt |
|
|
$ 465,024
|
|
Share Price |
|
|
|
$ 1.00
|
Subsequent Event [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Proceeds from issuance of private placement |
|
$ 4,540,000
|
|
|
Subsequent Event [Member] | Majority Shareholder [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Related Party Transaction, Amounts of Transaction |
|
1,000,000
|
|
|
Forecast [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Business combination, consideration underwriting commission |
|
$ 3,000,000.0
|
|
|
Bought back shares of Common Stock |
|
187,745
|
|
|
Proceeds from Related Party Debt |
|
$ 300,000
|
|
|
Forecast [Member] | Board of Directors Chairman [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Bought back shares of Common Stock |
147,000
|
|
|
|
Share Price |
$ 1.00
|
|
|
|
Forecast [Member] | EF Hutton [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Issuance public shares, share |
|
256,944
|
|
|
Forecast [Member] | Kingwood Capital Partners LLC [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Issuance public shares, share |
|
20,834
|
|
|
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