Filing Analysis
OneMedNet Corporation has announced the scheduling of its 2026 Annual Meeting of Stockholders for September 18, 2026. The filing includes updated deadlines for stockholder nominations and proposals due to a change in the meeting date.
📋 Key Facts
- The 2026 Annual Meeting of Stockholders is scheduled for September 18, 2026.
- The record date for stockholders entitled to vote is August 11, 2026.
- The deadline for stockholder proposals and director nominations is August 5, 2026.
- The meeting date was moved by more than 30 days from the anniversary of the previous year's meeting (December 17, 2025).
OneMedNet Corp entered into a $25 million Standby Equity Purchase Agreement (SEPA) with Yorkville (YA II PN, Ltd.). This agreement allows the company to sell common stock at a 3% discount to market price on an as-needed basis over the next 36 months.
🚩 Red Flags
- Highly dilutive financing mechanism: The 'death spiral' nature of SEPA agreements where shares are issued at a discount to market price can lead to downward pressure on the stock price.
- Volume-based dilution: The ability to issue up to 100% of ADV per advance allows for rapid issuance that can overwhelm liquidity.
- Significant potential dilution: $25 million in equity represents a substantial portion of the current market cap (implied by micro-cap context).
📋 Key Facts
- Entered into SEPA with YA II PN, Ltd. (Yorkville) on July 1, 2026.
- Aggregate amount of up to $25 million in Common Stock can be sold under the agreement.
- Shares are priced at 97% of the Market Price per share.
- The agreement has a 36-month term.
- Advances are limited to the greater of 500,000 shares or 100% of the average daily volume (ADV) over the prior five trading days.
- Yorkville ownership is capped at 4.99% per advance and 19.99% in aggregate without shareholder approval.
OneMedNet Corporation received a deficiency notice from Nasdaq on April 14, 2026, because its common stock failed to maintain a minimum bid price of $1.00 for 30 consecutive business days. The company has until October 12, 2026, to regain compliance or face potential delisting.
🚩 Red Flags
- Failure to meet Nasdaq minimum bid price requirements.
- Explicit mention of a potential reverse stock split to cure the deficiency.
- Risk of delisting if compliance is not regained by the deadline.
📋 Key Facts
- Notice received from Nasdaq Listing Qualifications Department on April 14, 2026.
- Non-compliance with Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price.
- Initial 180-day grace period expires on October 12, 2026.
- To regain compliance, the stock must close at or above $1.00 for at least 10 consecutive business days.
- The company may be eligible for a second 180-day compliance period if it meets other listing standards.
OneMedNet Corporation held its 2025 Annual Meeting of Stockholders on December 17, 2025. Shareholders approved the election of two Class II Directors and ratified the appointment of Withum Smith+Brown, PC as the independent auditor.
📋 Key Facts
- Annual Meeting held via virtual webcast on December 17, 2025.
- Quorum reached with 40,710,355 shares represented (79.87% of outstanding shares).
- Robert Golden and Andrew Zeinfeld elected as Class II Directors for three-year terms ending in 2028.
- Ratification of Withum Smith+Brown, PC as independent registered public accounting firm for FY2025.
- Dr. Kenneth Alleyne appointed to the Compensation Committee on December 23, 2025.
OneMedNet Corporation announced that Jair Clarke will not stand for re-election to the Board of Directors at the upcoming 2025 Annual Meeting. The departure is characterized as non-adversarial, with Mr. Clarke transitioning to an advisory role.
📋 Key Facts
- Jair Clarke informed the Board on November 6, 2025, that he will not seek re-election at the 2025 Annual Meeting of Stockholders.
- The departure is explicitly stated as NOT being due to any disagreement with the Company or management.
- Mr. Clarke will remain a director until the conclusion of the Annual Meeting.
- Following the meeting, Mr. Clarke will continue to serve in an advisory capacity.
OneMedNet Corporation has successfully regained compliance with Nasdaq's minimum bid price requirement. The company met the $1.00 per share closing price threshold for 10 consecutive business days, resolving a previous deficiency notice.
🚩 Red Flags
- Historical non-compliance with Nasdaq minimum bid price requirements indicates previous extreme volatility or significant downward pressure on stock price.
📋 Key Facts
- The Company was previously notified on April 10, 2025, of non-compliance with Nasdaq Listing Rule 5550(a)(2) (the $1.00 minimum bid price rule).
- A grace period to regain compliance expired on October 7, 2025.
- The Company achieved compliance by maintaining a closing bid price of at least $1.00 per share for 10 consecutive business days from September 24, 2025, through October 7, 2025.
- Nasdaq has officially notified the Company that the matter is now closed.
OneMedNet Corporation has successfully regained compliance with Nasdaq Listing Rule 5550(b)(2) regarding the minimum market value of listed securities. The company met the $35,000,000 threshold for 10 consecutive business days ending September 10, 2025.
🚩 Red Flags
- Historical delisting risk due to low market capitalization (previously failed Nasdaq Rule 5550(b)(2)).
📋 Key Facts
- The Company was previously notified on March 12, 2025, of failure to maintain a minimum market value of $35,000,000.
- A grace period was provided by Nasdaq until September 2025 to regain compliance.
- Compliance was achieved for the 10-day period from August 27, 2025, to September 10, 2025.
- Nasdaq Staff has determined the matter is now closed.
OneMedNet Corporation filed an 8-K to furnish a revised investor presentation via its website. This is a non-material disclosure under Item 7.01, typically used to update market messaging without triggering formal filing liabilities.
📋 Key Facts
- Filed on July 11, 2025.
- Company updated its investor presentation on its official website.
- The information provided is furnished under Item 7.01 and is not deemed 'filed' for purposes of Section 18 liability.
- CEO Aaron Green signed the report.
OneMedNet Corporation filed an 8-K to furnish an investor presentation via its website. The filing does not contain material agreements, financial changes, or structural corporate updates.
📋 Key Facts
- Company posted an investor presentation to its website on July 8, 2025.
- The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed 'filed' for purposes of Section 18 liability.
- The filing includes Exhibit 99.1 containing the investor presentation.
OneMedNet Corp executed a massive restructuring of its balance sheet involving a $2.5M private placement, significant insider investments, and the conversion/settlement of approximately $11 million in liabilities into common stock. This resulted in a 60% reduction in total liabilities but will cause substantial equity dilution.
🚩 Red Flags
- Massive Dilution: The issuance of millions of new shares via debt conversion and low-priced private placements will significantly dilute existing shareholders.
- Related-Party Transactions: Significant portions of the capital infusion and debt conversions involve company insiders (Dr. Kosasa and Dr. Yu).
- Low Share Price/Death Spiral Risk: Issuance at $0.42 per share is significantly lower than previous conversion prices ($1.14), suggesting a downward trend in valuation.
- Heavy Debt-to-Equity Conversion: The company is effectively using its equity to pay off debt rather than cash, a common sign of liquidity distress.
📋 Key Facts
- Private Placement: Issued 3,390,923 shares of Common Stock and 2,561,457 pre-funded warrants at $0.42 per share to an accredited investor (June 19, 2025).
- Insider Investment: Director Dr. Thomas Kosasa and CMO/Chairman Dr. Jeffrey Yu invested a combined $1.2 million at $0.42 per share.
- Debt Conversion: Approximately $3.3 million of shareholder loans from Dr. Kosasa and Dr. Yu were converted into 4,693,299 shares at $0.71 per share.
- Liability Settlement: Settled/converted an aggregate of ~$11.0 million in current liabilities, representing a 60% reduction in total liabilities as of March 31, 2025.
- Voting Agreement: The private placement investor entered into a voting agreement to support the Board's recommendations.
OneMedNet Corporation received a notice from Nasdaq stating it is in violation of the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The company has until October 7, 2025, to regain compliance through various methods, including a potential reverse stock split.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to maintain minimum bid price ($1.00)
- Explicit mention of potentially needing a reverse stock split to regain compliance
📋 Key Facts
- Received notice from Nasdaq Staff on April 10, 2025.
- Violation of Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule).
- The company has a 180-day grace period until October 7, 2025, to regain compliance.
- Compliance requires the stock price to be at or above $1.00 for at least ten consecutive business days during the grace period.
- If compliance is not met by the first deadline, a second 180-day period may be available if the company meets market value requirements and intends to implement a reverse stock split.
OneMedNet Corporation received a deficiency notice from Nasdaq regarding its failure to meet minimum Market Value of Listed Securities (MVLS) requirements. The company has 180 days until September 8, 2025, to regain compliance and avoid potential delisting.
🚩 Red Flags
- Delisting notice from Nasdaq (Rule 5550(b)(2))
- Failure to maintain minimum stockholders' equity ($2.5M requirement)
- Failure to meet net income requirements for continued listing
- Potential for imminent delisting if compliance is not met by September 8, 2025
📋 Key Facts
- Received Nasdaq Notice on March 12, 2025.
- Failed Nasdaq Listing Rule 5550(b)(2): MVLS was below $35 million for 31 consecutive business days.
- Noted non-compliance with Rule 5550(b)(1) (minimum stockholders' equity of $2.5 million).
- Noted non-compliance with Rule 5550(b)(3) ($500,000 minimum net income from continuing operations).
- Compliance period ends September 8, 2025.
- To regain compliance for MVLS, the company must close at or above $35 million for ten consecutive business days during the compliance period.
OneMedNet Corporation announced an expansion of its Board of Directors to nine members. Dr. Kenneth Alleyne was appointed as a Class III Director and will serve on the Audit Committee.
📋 Key Facts
- Board size increased from eight to nine directors.
- Dr. Kenneth Alleyne appointed as a Class III Director effective February 25, 2025.
- Dr. Alleyne appointed to the Audit Committee.
- The Board determined Dr. Alleyne is an 'independent director' under Nasdaq requirements.
- Compensation for Dr. Alleyne will be consistent with other non-employee directors as disclosed in the Nov 8, 2024 proxy statement.
OneMedNet Corporation has transitioned Robert Golden from his interim CFO role to a permanent Chief Financial Officer position. The appointment includes a $25,000 cash bonus and a $25,000 grant of restricted stock units (RSUs) that vest immediately.
🚩 Red Flags
- Immediate vesting of $25,000 in RSUs is unusual and may indicate a desire to finalize compensation quickly or a lack of long-term incentive alignment for the officer.
📋 Key Facts
- Robert Golden appointed as permanent CFO effective January 31, 2025.
- Compensation includes a $25,000 cash bonus and a $25,000 grant of RSUs.
- RSUs are fully vested on the date of the grant.
- Mr. Golden previously served as interim CFO following an August 30, 2024 disclosure.
OneMedNet Corporation has regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its delinquent quarterly reports (Form 10-Qs) for the periods ended March 31, June 30, and September 30, 2024. The company received formal notice from Nasdaq on December 23, 2024, confirming that the compliance matter is now closed.
🚩 Red Flags
- History of failure to file quarterly reports (10-Qs) for three consecutive quarters in 2024.
- Previous non-compliance with Nasdaq listing rules which posed a delisting risk.
📋 Key Facts
- Company regained compliance with Nasdaq Listing Rule 5250(c)(1) regarding timely filing of quarterly reports.
- Delinquent filings included Form 10-Qs for quarters ended March 31, 2024; June 30, 2024; and September 30, 2024.
- Nasdaq issued notice of compliance on December 23, 2024.
- The matter is officially considered closed by the exchange.
OneMedNet Corporation held its 2024 Annual Meeting of Stockholders on December 19, 2024. The meeting resulted in the election of three Class I directors and the ratification of Withum Smith+Brown, PC as the independent auditor.
📋 Key Facts
- Annual Meeting held virtually via live audio webcast on December 19, 2024.
- Total shares entitled to be voted: 27,987,427; Total shares voted (in person or proxy): 23,320,278.
- Elected Eric Casaburi, Aaron Green, and Dr. Thomas Kosasa as Class I directors until the 2027 Annual Meeting.
- Ratified Withum Smith+Brown, PC as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
OneMedNet Corporation received a delinquency notice from Nasdaq due to failure to file its 10-Q for the quarter ended September 30, 2024. The company is currently delinquent on multiple filings and must submit an updated compliance plan by December 6, 2024.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq Rule 5250(c)(1)
- Multiple delinquent periodic financial reports (March, June, and September 2024 quarters)
- Failure to meet previously granted exception deadlines
- Uncertainty regarding the acceptance of the 'Updated Plan' by Nasdaq Staff
📋 Key Facts
- Received Nasdaq delinquency notice on November 21, 2024, for failure to file Form 10-Q for the period ended September 30, 2024.
- The company is already delinquent on filings for quarters ended March 31, 2024, and June 30, 2024.
- Nasdaq granted an exception to file all delinquent reports by December 11, 2024.
- Company must submit an 'Updated Plan' to regain compliance with Nasdaq rules by December 6, 2024.
- Securities (ONMD and ONMDW) continue to trade on the Nasdaq Capital Market for now.
This is an amendment to a previous 8-K filing following the consummation of a business combination (SPAC merger). The company is providing previously omitted consolidated financial statements and management's discussion and analysis for Legacy OneMedNet Solutions Corporation.
🚩 Red Flags
- Delayed filing of financial statements following a merger (indicated by the need for an amendment to include omitted financials).
📋 Key Facts
- The filing is an Amendment No. 1 to the original 8-K filed on November 13, 2023.
- The amendment incorporates consolidated financial statements of Legacy OneMedNet as of and for the three and nine months ended September 30, 2023.
- Includes Management’s Discussion and Analysis (MD&A) for the same period ending September 30, 2023.
- The business combination was consummated on November 7, 2023, involving Data Knights Acquisition Corp. and OneMedNet Solutions Corporation.
OneMedNet Corporation has determined that its previously issued financial statements for the fiscal year ended December 31, 2023, should no longer be relied upon due to significant accounting errors. The company is restating these financials following a reaudit by new auditors.
🚩 Red Flags
- Restatement of previously issued financial statements (Item 4.02).
- Auditor change combined with restatement (Red Flag Escalator).
- Previous auditor (BF Borgers) was banned from appearing/practicing before the SEC due to audit standard failures.
- Significant errors in complex accounting areas including de-SPAC transactions and convertible notes.
📋 Key Facts
- The Audit Committee resolved on November 4, 2024, that the Form 10-K for the year ended December 31, 2023 (filed April 9, 2024) contains errors and requires restatement.
- Errors identified in convertible notes, warrants, stock-based compensation expense, de-SPAC transaction liabilities, and recapitalization accounting.
- The company's previous auditor, BF Borgers CPA PC, was dismissed following an SEC settlement regarding failure to conduct audits in accordance with PCAOB standards.
- WithumSmith+Brown, PC (Withum) was retained on June 3, 2024, to perform reaudits of the 2022 and 2023 financial statements.
OneMedNet Corporation received a deficiency notice from Nasdaq because its common stock failed to maintain the minimum $1.00 bid price for 30 consecutive business days prior to October 16, 2024. The company has until April 14, 2025, to regain compliance through various methods, including potentially a reverse stock split.
🚩 Red Flags
- Delisting notice (Nasdaq deficiency)
- Potential for mandatory reverse stock split to satisfy listing requirements
- Failure to maintain minimum bid price indicates significant downward pressure on share price
📋 Key Facts
- Received Nasdaq deficiency letter on October 16, 2024.
- Failure to meet the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
- The company has a Bid Price Compliance Period until April 14, 2025.
- To regain compliance via a second compliance period, a reverse stock split may be required to meet market value standards.
OneMedNet Corporation received a deficiency notice from Nasdaq for failing to meet multiple minimum listing requirements, including market value and stockholders' equity standards. The company has until April 7, 2025, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to meet minimum stockholders' equity requirement ($2.5M)
- Failure to maintain minimum net income from continuing operations ($500k)
- Market capitalization/MVLS deficiency indicates significant loss of investor confidence or market value erosion.
📋 Key Facts
- Received notification from Nasdaq on October 8, 2024, regarding deficiency in Market Value of Listed Securities (MVLS).
- MVLS was below the $35 million minimum for 30 consecutive business days prior to the letter.
- The company is also noted as non-compliant with Rule 5550(b)(1) ($2.5M minimum stockholders' equity) and Rule 5550(b)(3) ($500k minimum net income from continuing operations).
- Compliance period expires on April 7, 2025.
- To regain compliance via MVLS, the company must close at or above $35 million for 10 consecutive business days during the compliance period.
OneMedNet Corporation announced significant changes to its Board of Directors, including the resignations of Paul Casey and Erkan Akyuz. The company appointed Jair Clarke and Sherry Coonse McCraw as new directors to fill these vacancies.
🚩 Red Flags
- Executive compensation (Dr. Jeffrey Yu) is being settled via RSUs because the company has 'historically not paid Dr. Yu his base salary on a consistent basis, or at all'.
- The mention of cash position as a driver for RSU-based compensation suggests potential liquidity/cash flow constraints.
📋 Key Facts
- Paul Casey and Erkan Akyuz resigned from the Board and Compensation Committee effective October 1, 2024.
- Resignations were stated to be not due to any disagreement with the Company regarding accounting, operations, or practices.
- Jair Clarke was elected as a Class II Director and appointed to the Audit and Compensation Committees.
- Sherry Coonse McCraw was elected as a Class III Director and appointed as Chair of the Audit Committee; she is designated as an 'audit committee financial expert'.
- Dr. Jeffrey Yu (Executive Chair & CMO) received a grant of 230,769 RSUs.
- The RSU award for Dr. Yu was specifically noted to account for the fact that he has historically not been paid his base salary on a consistent basis due to cash position constraints.
OneMedNet Corp completed a private placement of common stock, warrants, and pre-funded warrants totaling approximately $1.7 million in gross proceeds on September 25, 2024. The company intends to use the net proceeds for working capital and specifically mentioned plans to purchase Bitcoin.
🚩 Red Flags
- Highly dilutive financing: The issuance includes warrants at $0.325, which is significantly lower than the common stock price of $0.65.
- Pre-funded warrants: These are often used as a way to circumvent certain regulatory or shareholder approval requirements while effectively acting as equity.
- Voting Agreement: The investor agreed to vote in accordance with the Board's recommendations, which can reduce independent oversight/shareholder power.
- Speculative use of funds: Explicitly stating intent to purchase Bitcoin introduces significant volatility risk to the company's treasury.
📋 Key Facts
- Private placement closed on September 25, 2024.
- Total aggregate gross proceeds: approximately $1.7 million (before fees/expenses).
- Issued 1,918,591 shares of common stock at $0.65 per share.
- Issued 133,095 warrants with an exercise price of $0.325 per share.
- Issued 743,314 pre-funded warrants (exercise price $0.65) requiring prepayment of the exercise price minus $0.0001 per share.
- The company explicitly stated plans to use a portion of net proceeds to purchase Bitcoin ($BTC).
- Includes an amendment to a Registration Rights Agreement and a Voting Agreement with the investor.
OneMedNet Corporation received delinquency notices from Nasdaq due to failure to file its Quarterly Report (Form 10-Q) for the period ended June 30, 2024. The company has been granted an extension until October 31, 2024, to regain compliance or face potential delisting.
🚩 Red Flags
- Delinquency in periodic financial reporting (Nasdaq Rule 5250(c)(1)).
- Risk of imminent delisting from the Nasdaq Stock Market.
- Multiple delinquent filings (March and June quarters) indicate systemic issues with financial reporting or internal controls.
📋 Key Facts
- Received 'First Notice' from Nasdaq on September 9, 2024, regarding failure to file Form 10-Q for the quarter ended June 30, 2024.
- Received 'Second Notice' on September 10, 2024, granting an extension until October 31, 2024, to file delinquent reports.
- Delinquent filings include the Form 10-Q for the quarter ended March 31, 2024, and the quarter ended June 30, 2024.
- Failure to meet the October 31 deadline will result in written notification of delisting from Nasdaq.
- The company is currently trading on The Nasdaq Capital Market under symbol 'ONMD'.
OneMedNet Corporation announced the resignation of its CFO, Executive Vice President, Treasurer, and Secretary, Lisa Embree. The company has appointed Robert Golden as interim CFO and principal financial/accounting officer.
🚩 Red Flags
- Sudden departure of a key executive (CFO/EVP/Treasurer/Secretary).
- Appointment of an 'interim' CFO often suggests instability or rapid transition in financial leadership.
- The incoming interim CFO is stepping down from his role as Audit Committee Chair, creating a temporary vacancy in oversight roles.
📋 Key Facts
- Lisa Embree resigned from her roles as CFO, EVP, Treasurer, and Secretary effective August 30, 2024.
- Robert Golden appointed as interim CFO, performing functions of principal financial and accounting officer.
- Robert Golden entered into a consulting agreement providing a $12,000 monthly salary and 100,000 restricted stock units (RSUs) vesting on the first anniversary.
- As part of his appointment, Robert Golden stepped down as Chair of the Audit Committee.
OneMedNet Corporation is transferring its common stock and warrants from the Nasdaq Global Market to the Nasdaq Capital Market, effective August 19, 2024. This move follows a regulatory approval from the Nasdaq Listing Qualifications Department.
🚩 Red Flags
- Downgrade in market tier (Global Market to Capital Market) often indicates a failure to meet specific quantitative or qualitative listing standards required for the higher tier.
📋 Key Facts
- Transfer of Common Stock (ONMD) and Warrants (ONMDW) from Nasdaq Global Market to Nasdaq Capital Market.
- Effective date of transfer: August 19, 2024.
- As of August 16, 2024, there are 31,395,666 shares of Common Stock issued and outstanding.
- Warrants are exercisable at $11.50 per share.
OneMedNet Corporation announced the resignation of Dr. Julianne (Sun Joo) Huh from its Board of Directors and Nominating and Corporate Governance Committee, effective August 12, 2024. The company simultaneously appointed Mr. Andrew B. Zeinfeld to fill the resulting vacancy.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Dr. Julianne (Sun Joo) Huh resigned from the Board and the Nominating and Corporate Governance Committee on August 12, 2024.
- The resignation was not due to any disagreement regarding accounting, operations, policies, or practices.
- Mr. Andrew B. Zeinfeld appointed to the Board effective August 14, 2024.
- New director compensation includes a pro-rated grant of 45,000 RSUs vesting at the end of December 2024.
OneMedNet Corp completed two private placements of common stock and pre-funded warrants totaling approximately $4.6 million in gross proceeds. The company also entered into registration rights, voting agreements, and disclosed a strategy to use a portion of the net proceeds to purchase Bitcoin.
🚩 Red Flags
- Significant dilution: Issuance of over 2.3 million shares and significant pre-funded warrants at prices near/below current market levels.
- Highly unusual treasury management: Explicitly stating the use of proceeds to purchase Bitcoin ($BTC) introduces extreme volatility risk unrelated to core business operations.
- Voting Agreement: The inclusion of a voting agreement with an institutional investor can be used to secure board control or facilitate specific corporate actions, often seen in distressed or highly dilutive financing rounds.
📋 Key Facts
- Aggregate gross proceeds from private placements: approximately $4.6 million.
- Issued 1,297,059 shares of common stock at $1.0278 per share.
- Issued pre-funded warrants exercisable for 1,323,530 shares at an exercise price of $1.0278 per share.
- Issued 2,301,791 shares of common stock at a discounted price of $0.85 per share.
- The company has already used a portion of the net proceeds to purchase Bitcoin ($BTC).
- Entered into Registration Rights Agreements with investors to file resale registration statements.
- Entered into a Voting Agreement where an investor agreed to vote in accordance with Board recommendations.
OneMedNet Corporation received a delinquency notice from Nasdaq due to the failure to file its Quarterly Report (Form 10-Q) for the period ended March 31, 2024. The company has 60 days to submit a compliance plan and up to 180 days to regain compliance.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules
- Failure to file timely periodic financial reports (10-Q)
- Potential for trading halt or delisting if compliance is not met by December 2024
📋 Key Facts
- Received delinquency notice from Nasdaq on June 20, 2024.
- Non-compliance is due to delay in filing Form 10-Q for the fiscal quarter ended March 31, 2024.
- Violation of Nasdaq Listing Rule 5250(c)(1) regarding timely periodic financial reports.
- The company has 60 calendar days from receipt of notice to submit a plan to regain compliance.
- If the plan is accepted, the company may have until December 11, 2024, to regain compliance.
- Securities continue to trade on Nasdaq Capital Market under symbol 'ONMA' (temporary ticker during delinquency).
OneMedNet Corp entered into a $25 million Standby Equity Purchase Agreement (SEPA) and a $1.5 million convertible promissory note with Yorkville Advisors Global, LP. The company also terminated a previous $4.54 million securities purchase agreement with Helena Global Investment Opportunities 1 Ltd.
🚩 Red Flags
- Highly dilutive financing structure (SEPA and convertible note with variable/downward reset pricing).
- Presence of a 'Floor Price' ($0.28) which often indicates distressed financing terms.
- The promissory note includes an interest rate hike from 0% to 18% upon event of default.
- Termination of a larger $4.54M funding agreement in favor of more dilutive, smaller-increment SEPA/Note structure.
- Potential for immediate downward pressure on stock price due to the '97% of Market Price' and '90% of VWAP' terms.
📋 Key Facts
- Entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD (Yorkville) for up to $25 million in Common Stock.
- Issued a $1.5 million convertible promissory note to Yorkville on June 18, 2024; due June 18, 2025.
- SEPA shares are priced at 97% of Market Price; Promissory Note conversion price is the lower of $1.3408 or 90% of the 7-day VWAP (Floor Price: $0.28).
- The Company paid a $25,000 structuring fee and agreed to a $500,000 commitment fee in shares to Yorkville.
- Terminated a previous $4.54 million Securities Purchase Agreement with Helena Global Investment Opportunities 1 Ltd on June 14, 2024.
- As part of the termination, the Company is issuing a warrant to Helena Global for 50,000 shares at $1.20 per share.
OneMedNet Corporation has successfully regained compliance with Nasdaq's minimum bid price requirement. Following a period of non-compliance, the company maintained a closing bid price of $1.00 or greater for 11 consecutive business days, satisfying Listing Rule 5550(a)(2).
🚩 Red Flags
- Historical non-compliance with Nasdaq listing rules (minimum $1.00 bid price requirement).
📋 Key Facts
- The company was previously notified on March 26, 2024, that it failed to meet the $1 minimum bid price requirement.
- Nasdaq staff determined compliance was regained for the period of May 23, 2024, to June 7, 2024 (11 consecutive business days).
- The matter regarding the minimum bid price violation is now considered closed by Nasdaq.
OneMedNet Corporation entered into an amendment to its March 28, 2024 Securities Purchase Agreement. The amendment links the release of funds from the initial tranche to the company's ability to refile a Form S-1 registration statement with the SEC.
🚩 Red Flags
- Contingent funding: The release of $350,000 is tied specifically to the refiling of a registration statement, suggesting potential delays or issues with previous SEC filings.
- Regulatory dependency: The company's liquidity/cash flow from this tranche is directly dependent on SEC compliance (refiling S-1).
- Lock-up changes: Modification of lock-up terms and thresholds often indicates negotiation under pressure to secure capital.
📋 Key Facts
- Amendment effective as of June 4, 2024.
- Closing of the Initial Tranche is contingent upon the Company refiling its Form S-1 registration statement.
- $350,000 (minus closing costs) will be released to the Company immediately upon refiling the Form S-1.
- Lock-up agreement commencement date deferred until the effectiveness of the Form S-1.
- Major shareholder lock-up threshold increased from 4% to 10%.
OneMedNet Corp has appointed WithumSmith+Brown, PC as its new independent auditor following the dismissal of BF Borgers CPA PC. The previous auditor was dismissed due to an SEC settlement involving a permanent ban on their practice for failing to conduct audits in accordance with PCAOB standards.
🚩 Red Flags
- Auditor change triggered by SEC enforcement action against the predecessor firm (Borgers).
- Potential for significant restatements as the company is currently 'assessing its financial statements in light of the events described' regarding the previous auditor's regulatory issues.
📋 Key Facts
- Dismissed BF Borgers CPA PC ('Borgers') as independent registered public accounting firm.
- The dismissal follows an SEC announcement (May 3, 2024) that Borgers settled charges for failing to conduct audits in accordance with PCAOB standards.
- Borgers is permanently banned from appearing or practicing before the SEC.
- Appointed WithumSmith+Brown, PC ('WS+B') as the new independent auditor on June 3, 2024.
- The company stated it has not consulted WS+B regarding any disagreements with previous auditors prior to their engagement.
OneMedNet Corporation filed an 8-K to provide a corporate slide presentation as part of its investor relations activities. The filing is intended for use in meetings with third parties and does not contain material financial changes or structural shifts.
📋 Key Facts
- The company intends to conduct meetings with third parties using a corporate slide presentation.
- A copy of the presentation materials was attached as Exhibit 99.1.
- Filed on May 23, 2024.
OneMedNet Corporation dismissed its independent auditor, BF Borgers CPA PC, following an SEC order permanently barring the firm and its sole partner from appearing or practicing before the Commission. The dismissal was prompted by regulatory enforcement actions against the auditor rather than a disagreement with the company's financial reporting.
🚩 Red Flags
- Auditor change triggered by SEC disciplinary action/permanent bar of the audit partner.
- The company is currently without an auditor and must find a replacement to maintain compliance with exchange listing requirements.
- Regulatory scrutiny on the previous auditor's practice may lead to increased scrutiny or re-audits of prior periods.
📋 Key Facts
- On May 6, 2024, OneMedNet dismissed BF Borgers CPA PC as its independent registered public accounting firm.
- The dismissal follows an SEC order on May 3, 2024, permanently barring Benjamin F. Borgers and his firm from practicing before the Commission.
- The company states there were no disagreements regarding accounting principles or auditing scope with the former auditor prior to dismissal.
- OneMedNet has commenced a search for a new independent registered public accounting firm.
OneMedNet Corp entered into a $4.54 million senior secured convertible note agreement with Helena Global Investment Opportunities 1 Ltd., involving multiple tranches, significant original issue discounts (OID), and warrants. The filing also announces a major leadership transition including the retirement of the CEO and an Audit Committee member.
🚩 Red Flags
- High-cost financing: The use of senior secured convertible notes with significant OID (up to 15%) is often indicative of distressed or urgent liquidity needs.
- Escrow provisions: Significant portions of the proceeds ($1.35M from the initial tranche) are held in escrow, limiting immediate access to capital.
- Management turnover: Simultaneous departure of the CEO and an Audit Committee member creates leadership instability.
- Dilutive financing: Issuance of warrants and convertible notes will lead to significant dilution for existing shareholders.
📋 Key Facts
- Entered into a Securities Purchase Agreement on March 28, 2024, with Helena Global Investment Opportunities 1 Ltd. for up to $4.54 million in funding via senior secured convertible notes.
- The financing is structured in multiple tranches: an initial $2M tranche, a second $350k tranche, and three subsequent $1M tranches.
- Notes include an Original Issue Discount (OID) of up to 15% on later tranches and warrants for common stock.
- CEO Paul J. Casey is retiring effective March 29, 2024; Aaron Green appointed as new CEO.
- Director Scott Holbrook is retiring from the Board and Audit Committee effective March 29, 2024.
- The company will issue a registration statement for Note Conversion Shares and Warrant Shares within 30 days of closing.
OneMedNet Corp received a notice from Nasdaq stating the company is in violation of the minimum $1.00 bid price requirement. The company has a 180-day compliance period ending September 23, 2024, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq
- Potential for an imminent reverse stock split to maintain listing
- Failure to maintain minimum bid price requirement
📋 Key Facts
- Received Nasdaq Notice dated March 26, 2024.
- Violation: Closing bid price failed to maintain $1.00 for the last 30 consecutive business days.
- Compliance period expires on September 23, 2024.
- To regain compliance, the company must achieve a minimum closing bid price of $1.00 for at least ten consecutive business days during the period.
- The company explicitly mentions that a reverse stock split may be necessary to meet requirements if they fail to cure the deficiency.
OneMedNet Corp received a notice from Nasdaq stating it failed to maintain the minimum market value of listed securities (MVLS) requirement. The company has a 180-day compliance period ending August 5, 2024, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to meet Minimum Market Value of Listed Securities (MVLS) requirement
📋 Key Facts
- Nasdaq Notice dated February 7, 2024.
- The Company's MVLS did not maintain the $50,000,000 minimum for the preceding 30 consecutive business days (Nasdaq Listing Rule 5450(b)(2)(A)).
- Compliance period is 180 calendar days, expiring August 5, 2024.
- To regain compliance, MVLS must close at $50,000,000 or more for at least ten consecutive business days during the period.
OneMedNet Corporation (formerly Data Knights Acquisition Corp) has dismissed its long-standing auditor, Marcum LLP, and appointed BF Borgers CPA PC. The dismissal follows the company's transition from a SPAC to an operating entity via business combination.
🚩 Red Flags
- Auditor change following material weaknesses in internal control over financial reporting.
- History of 'substantial doubt' regarding the company's ability to continue as a going concern in prior audit periods (2021, 2022).
- Material weakness identified in accounting for complex financial instruments and disclosure controls/procedures.
📋 Key Facts
- Dismissal of Marcum LLP effective December 29, 2023.
- Appointment of BF Borgers CPA PC as the new independent auditor for fiscal year ending December 31, 2023.
- The company reported material weaknesses in internal control over financial reporting related to complex financial instruments and lack of review controls.
- Previous audits by Marcum included matters raising substantial doubt about the company's ability to continue as a going concern for fiscal years 2021 and 2022.