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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Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On September 24, 2024, OneMedNet Corporation, a Delaware corporation (“the Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) in connection with the private placement of its common stock, warrants and pre-funded warrants (the “Private Placement”) with aggregate gross proceeds of approximately $1.7 million, before deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. Pending use of the funds, the Company plans to use a portion of the net proceeds to purchase Bitcoin ($BTC). There is no guarantee on the holding period for the purchased Bitcoin. The Private Placement closed on September 25, 2024.
Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Investor 1,918,591 shares of its common stock at a price of $0.65 per share, warrants exercisable for 133,095 shares of its common stock at an exercise price of $0.325 per share and pre-funded warrants exercisable for 743,314 shares of its common stock at an exercise price of $0.65 per share. The Investor was required to prepay the exercise price for the pre-funded warrants, other than $0.0001 per share. The warrants and 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, warrants 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 an institutional accredited investor 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 Agreement, warrants and the pre-funded warrants are not complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement, form of warrant and form of pre-funded warrant, respectively, each of which is filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
Amendment to Registration Rights Agreement
In connection with the Private Placement, the Company and the Investor entered into an amendment to a prior registration rights agreement (the “Amendment to Registration Rights Agreement”) to cover the securities issued in the Private Placement. Pursuant to the registration rights agreement, as amended, the Company agreed to file a resale registration statement as soon as reasonably practicable.
The foregoing description of the Amendment to Registration Rights Agreement is not complete and is qualified in its entirety by reference to the form of Amendment to Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.
Amendment to Voting Agreement
In connection with the Private Placement, the Company and the Investor entered into an amendment to a prior voting agreement (the “Amendment to Voting Agreement”) to cover the securities issued in the Private Placement. Pursuant to the voting agreement, as amended, the Investor agreed to vote in accordance with the recommendation of the Company’s board of directors on certain matters. The voting agreement, as amended, will terminate when the Investor ceases to beneficial own a number of shares above a certain threshold described therein.
The foregoing description of the Amendment to Voting Agreement is not complete and is qualified in its entirety by reference to the form of Amendment to 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 September 26, 2024, the Company issued a press release announcing the Private Placement. 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 Warrant. | |
| 4.2 | Form of Pre-Funded Warrant. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 10.2 | Form of Amendment to Registration Rights Agreement. | |
| 10.3 | Form of Amendment to Voting Agreement. | |
| 99.1 | Press Release, dated September 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: September 30, 2024
| ONEMEDNET CORPORATION | ||
| By: | /s/ Aaron Green | |
| Aaron Green | ||
| Chief Executive Officer | ||