UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Securities Purchase Agreements
On July 23, 2024 and July 25, 2024, OneMedNet Corporation, a Delaware corporation (“the Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain institutional investors in connection with the private placement of its common stock and pre-funded warrants (the “Private Placements”) with aggregate gross proceeds of approximately $4.6 million, before deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Private Placements for working capital and general corporate purposes. Pending use of the funds, the Company used a portion of the net proceeds to purchase Bitcoin ($BTC). There is no guarantee on the holding period for the purchased Bitcoin. The Private Placements closed on July 24 and 25, 2024.
Pursuant to the Securities Purchase Agreements, the Company agreed to issue and sell to the investors 1,297,059 shares of its common stock at a price of $1.0278 per share, pre-funded warrants exercisable for 1,323,530 shares of its common stock at an exercise price of $1.0278 per share, and 2,301,791 shares of its common stock at a price of $0.85 per share. The investors were required to prepay the exercise price for the pre-funded warrants, other than $0.0001 per share. The pre-funded warrants will be exercisable at any time after the date of issuance and will not expire. The price per share of all common stock and pre-funded warrants sold in the Private Placement meets the minimum price requirement under Nasdaq Listing Rule 5635(d). The securities were issued to institutional accredited investors in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing descriptions of the Securities Purchase Agreements and the pre-funded warrants are not complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement and form of pre-funded warrant, respectively, each of which is filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
Registration Rights Agreements
In connection with the Private Placements, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with each investor pursuant to which the Company agreed to file a resale registration statement as soon as reasonably practicable.
The foregoing description of the Registration Rights Agreements is not complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.
Voting Agreement
In connection with the Private Placements, the Company entered into, a voting agreement (the “Voting Agreement”) with an investor pursuant to which the investor agreed to vote in accordance with the recommendation of the Company’s board of directors on certain matters. The Voting Agreement will terminate when the investor ceases to beneficial own a number of shares above a certain threshold described in the Voting Agreement.
The foregoing description of the Voting Agreement is not complete and is qualified in its entirety by reference to the form of Voting Agreement, which is filed as Exhibit 10.3 to this Current Report and incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02.
| Item 7.01. | Regulation FD Disclosure. |
On July 26, 2024, the Company issued a press release announcing the Private Placements. A copy of this press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
4.1 |
Form of Pre-Funded Warrant. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 10.2 | Form of Registration Rights Agreement. | |
| 10.3 | Form of Voting Agreement. | |
| 99.1 | Press Release, dated July 26, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 29, 2024
| ONEMEDNET CORPORATION | ||
| By: | /s/ Aaron Green | |
| Aaron Green | ||
| Chief Executive Officer | ||