8-K - ONMD - Equibles

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 4, 2024

ONEMEDNET

CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-40386	86-2076743
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> Number)

6385Old Shady Oak Road, Suite 250

EdenPrairie, 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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
Class<br> A Common Stock, $0.0001 par value per share	ONMD	The<br> Nasdaq Stock Market LLC
Redeemable<br> Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	ONMDW	The<br> 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. ☐

Item1.01 Entry into a Material Definitive Agreement.

Amendmentto 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%.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit<br> 10.1	Amendment to the Securities Purchase Agreement
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:<br> June 6, 2024
	By:	/s/ Aaron Green
	Name:	Aaron<br> Green
	Title:	Chief<br> Executive Officer

Exhibit10.1

AMENDMENTTO THE

SECURITIESPURCHASE AGREEMENT

This Amendment to the Securities Purchase Agreement (this “Amendment”), effective as of June 4, 2024, is made between ONEMEDNET CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and the Investors are parties to that certain Securities Purchase Agreement, dated as of March 28, 2024 (the “Agreement”); and

WHEREAS, the Company and the Investors desire to amend the Agreement to clarify their intentions with respect to the lock-up and the closings of the purchase of securities sold to each Investor.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Section 2.2(a) of the Agreement is hereby replaced in its entirety with the following:

(a) Initial Tranche. Subject to the terms and conditions set forth herein, the Closing of the Initial Tranche shall occur, promptly following the date on which the Company shall have refiled, with the SEC, the registration statement on Form S-1 registering the Investor Shares issuable, pursuant to the Notes and Warrants. to be issued pursuant to the Initial Tranche and the Second Tranche, that includes the Company’s audited financial statements; provided that the proceeds from the Note or Warrants issued in the Initial Tranche shall be released in accordance with Section 2.2(e)(i) and 2.2(f), respectively.

2. Section 2.2(e)(i) of the Agreement is hereby replaced in its entirety with the following:

(i) $1,350,000.00 of the net proceeds of the Initial Tranche will be paid into the Escrow Account for distribution in accordance with Section 2.2(f) with the balance of $350,000, minus applicable closing costs, to be immediately released to the Company, pursuant to a closing statement executed by the Company and the Lead Investor, upon the Company’s refiling with the SEC of the registration statement on Form S-1 registering the Investor Shares issuable pursuant to the Notes and Warrants to be issued pursuant to the Initial Tranche and the Second Tranche that includes the Company’s audited financial statements;

3. Section 6.1(a)(xiii) of the Agreement is hereby replaced in its entirety with the following:

Lock-Up Agreements. The directors, officers and major shareholders (holders of 10% or more of the Company’s issued and outstanding Common Stock) of the Company shall have entered into a lock-up agreement, solely with respect to the Common Stock, in a form acceptable to by the Lead Investor, that shall provide that for a period of six months beginning on the date that the Registration Condition shall have been met, such Persons shall not sell into the market pursuant to Rule 144 or pursuant to a then effective registration statement any Common Stock.

4. For purposes of the Agreement, as amended hereby, each “Lock-Up Agreement” executed in connection with the Agreement, as to each Investor, the aggregate amount to be paid for Shares purchased under the Agreement, as amended hereby, as specified below such Investor’s name on the signature page of this Amendment and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

5. In the event of any conflict between any information set forth on an Investor’s signature page to this Amendment and any information set forth on such Investor’s signature page to the Agreement, the information set forth on such Investor’s signature page to this Amendment shall supersede the information set forth on such Investor’s signature page to the Agreement.

6. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms as set forth in the Agreement.

7. This Amendment shall be effective as of the day and year first written above. Except as amended hereby, and as so amended, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

8. This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

[signaturepages follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to the Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

THE COMPANY:<br><br> <br>**<br><br> <br>ONEMEDNET CORPORATION**
By:	/s/ Aaron Green
Name:	Aaron<br> Green
Title:	President<br> and Chief Executive Officer

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR INVESTORS FOLLOWS]

[INVESTOR SIGNATURE PAGES TO

AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT]

Name of Investor:

Signature of Authorized Signatory of Investor: /s/ Jeremy Weech

Name of Authorized Signatory: Jeremy Weech

Title of Authorized Signatory: Authorized Signatory

Email Address of Authorized Signatory: Jeremy@helenapartners.com

Facsimile Number of Authorized Signatory: N/A

Address for Notice to Investor:

Address for Delivery of Securities to Investor (if not same as address for notice):

Funding Amount:

Principal amount of Note: