UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Securities Purchase Agreement
Effective as of June 4, 2024, OneMedNet Corporation (the “Company”) entered into an Amendment (the “Amendment”) to the Securities Purchase Agreement (attached at Exhibit 10.1) dated as of March 28, 2024 with its investors. The Amendment clarifies that the closing of the initial tranche (the “Initial Tranche”) shall occur, promptly following the date on which the Company refiles with the SEC, the registration statement on Form S-1 registering the investor shares issuable pursuant to the notes and warrants. The proceeds from the note or warrants issued in the Initial Tranche shall be released in accordance with Section 2.2(e)(i). The Amendment also amends Section 2.2(e)(i) in its entirety to provide that $350,000 of the Initial Tranche, minus applicable closing costs, will be immediately released to the Company upon the Company’s refiling of the registration statement on Form S-1. The Amendment also replaces Section 6.1(a)(xiii) to defer the effective date of the lock-up agreements to commence upon the effectiveness of the Company’s Form S-1 and increases the major shareholder threshold for the lock-up agreements from 4% to 10%.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
Exhibit 10.1 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| ONEMEDNET CORPORATION | ||
| Date: June 6, 2024 | ||
| By: | /s/ Aaron Green | |
| Name: | Aaron Green | |
| Title: | Chief Executive Officer | |