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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 20, 2024
ONEMEDNET
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40386 |
|
86-2076743 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: 800-918-7189
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value per share |
|
ONMD |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
ONMDW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01. | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
June 20, 2024, OneMedNet Corporation (the “Company”) received an expected delinquency notification letter (the “Notice”)
from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of
the Company’s delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”)
by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires
Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the
“SEC”).
The
Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts
the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date
of the Form 10-Q, or until December 11, 2024, to regain compliance; however, there can be no assurance that these events will occur.
Neither
the Notice nor the Company’s noncompliance with the Rule has an immediate effect on the listing or trading of the Company’s
securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “ONMA.” The Company continues
to work diligently to complete the Form 10-Q and plans to file the same as promptly as possible to regain compliance with the Rule.
As
required under Nasdaq Listing Rule 5810(b), the Company issued a press release on June 24, 2024, announcing that it had received the
Notice, its plan for compliance and other matters. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 24, 2024 |
|
|
|
ONEMEDNET
CORPORATION |
|
|
|
By: |
/s/
Aaron Green |
|
|
Aaron
Green |
|
|
Chief
Executive Officer |
Exhibit
99.1
OneMedNet
Provides Updates on Auditor Change and Announces Related Receipt of Nasdaq Notice Regarding Delayed Form 10-Q
-
Regains compliance with Nasdaq minimum closing bid price rule –
-
Secures financing from institutional investor to support aggressive growth plans -
MINNEAPOLIS,
June 24, 2024 (BUSINESSWIRE) – OneMedNet Corporation (Nasdaq: ONMD) (“OneMedNet” or the “Company”),
the leading curator of regulatory-grade Real World Data (“RWD”), inclusive of electronic health records, laboratory results
and, uniquely, medical imaging, today provided a number of corporate updates.
“Over
the past few weeks, we have been successfully navigating through several interconnected corporate challenges, that were set in motion
when our former auditors, BF Borgers, were banned from appearing or practicing before the SEC,” said Aaron Green, OneMedNet’s
President and CEO. “I am happy to provide this interim report on our progress to date, and look forward to keeping investors updated
as we continue to move forward with our new auditors and new financing to support our aggressive growth plans.”
Terminates
Borgers and Appoints New Auditor, WithumSmith+Brown
As
previously disclosed via a Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on May 10, 2024,
on May 6, 2024, the Company dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm.
On May 3, 2024, the SEC announced that it had settled charges against Borgers that it failed to conduct audits of a number of public
companies in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). As part of the settlement, BF Borgers
agreed to a permanent ban on appearing or practicing before the SEC.
On
June 3, 2024, the Company appointed WithumSmith+Brown, PC as its new independent registered public accounting firm to audit and review
the Company’s financial statements.
Regains
Compliance with Nasdaq Listing Rule 5550(a)(2)
As
previously disclosed on Form 8-K filed with the SEC on June 14, 2024, the Company received on June 10, 2024 written notice from The Nasdaq
Stock Market LLC (“Nasdaq”) that the Company has regained compliance with Listing Rule 5550(a)(2), which requires its common
stock to maintain a minimum bid price of $1.00 per share.
The
Nasdaq staff made this determination of compliance after the closing bid price of the Company’s common stock was at $1.00 per share
or greater for the prior 10 consecutive business days. Accordingly, Nasdaq considers the prior bid price deficiency matter now closed.
Enters
Into Standby Equity Purchase Agreement with Yorkville Advisors Global
As
previously disclosed on Form 8-K filed with the SEC on June 21, 2024, the Company entered into a standby equity purchase agreement (the
“SEPA”) with YA II PN, LTD (“YA”), a Cayman Islands exempt limited partnership managed by Yorkville Advisors
Global, LP (“Yorkville”), on June 17, 2024. Under the terms of the SEPA, Yorkville committed to purchase up to $25.0 million
of the Company’s common stock over the next twenty-four-month period, subject to certain conditions and limitations. The purchase
price will be at a 3.0% discount.
On
June 18, 2024, Yorkville advanced $1.5 million to the Company under a convertible promissory note due June 18, 2025. Generally, the Company
anticipates that the note will be repaid through SEPA advances initiated by Yorkville at the note conversion price, which will be then
applied to the outstanding balance. The Company’s right to draw on the SEPA will begin after repayment of the Promissory Note.
The
Company intends to use the proceeds from the promissory note and the potential offering of the common shares pursuant to the SEPA for
working capital and other general corporate purposes.
The
SEPA supersedes and replaces the Company’s definitive securities purchase agreement with Helena Global Investment Opportunities
1 Ltd., which had provided for up to $4.54 million in funding through a private placement for the issuance of senior secured convertible
notes, which was terminated on June 14, 2024.
The
securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United
States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Receives
Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)
As
a result of BF Burgess’ dismissal and the time necessary for its new independent accounting firm to review its financial statements,
the Company has not yet filed its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2024. On June 20, 2024, the Company
received a notice from the Listing Qualifications Department of Nasdaq (the “Notice”) indicating that, due to the Company’s
failure to timely file its Form 10-Q with the SEC, the Company is not in compliance with Nasdaq’s continued listing requirements
under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires the timely filing of all required periodic reports
with the SEC.
The
Notice states that the Company has 60 days, or until August 19, 2024, to submit to Nasdaq a plan to regain compliance with the Nasdaq
Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception of up to 180 calendar days
from the filing’s due date, or until December 11, 2024, to regain compliance.
The
Company continues to work diligently with its new auditor, WithumSmith+Brown, to complete and file the Form 10-Q as soon as practicable.
Neither
the Notice nor the Company’s non-compliance with the Listing Rule has an immediate effect on the listing or trading of the Company’s
securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “ONMD.” This announcement
is made in compliance with the Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.
About
OneMedNet Corporation
OneMedNet
provides innovative solutions that unlock the significant value contained within the Real-World Data (“RWD”) repositories
of over 1,400 healthcare system and provider sites that currently comprise its iRWD™ network. OneMedNet’s proprietary iRWD™
platform provides secure, comprehensive management of diverse clinical data types, including electronic health records, laboratory results,
and uniquely, medical imaging. Employing its robust iRWD™ platform, the Company securely de-identifies, searches, and curates the
clinical data, bringing a wealth of internal and third-party research opportunities to its drug, medical device and imaging/diagnostic
AI development customers.
OneMedNet’s
platform is designed to meet the clinical requirements necessary across various domains, including but not limited to rare diseases,
oncology, and cardiology. The Company is
committed to delivering precise and robust research support services that span the entire continuum of care. This commitment is a cornerstone
of OneMedNet’s strategy to enhance patient outcomes and help pave the next wave of healthcare innovation. For more information,
please visit www.onemednet.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking
statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which
we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance,
including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities.
You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such
as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,”
“believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes”
or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including:
our ability to change the direction of OneMedNet; our ability to keep pace with new technology and changing market needs; and the competitive
environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made
from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to
risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether
as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from
time to time by us or our representatives might not occur.
OneMedNet
Contacts:
Stephen
Kilmer, Investor Relations
Phone:
647.872.4849
Email:
stephen.kilmer@onemednet.com
Michael
Wong, Director of Marketing
Phone:
800.918.7189
Email:
michael.wong@onemednet.com
SOURCE:
ONEMEDNET CORPORATION
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