As filed with the Securities and Exchange Commission on January 31, 2025

Registration No. 333-276130

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ONEMEDNET CORPORATION

(Exact name of registrant as specified in its charter)

OneMedNet Corporation

6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344

Telephone: 800-918-7189

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Aaron Green

Chief Executive Officer
OneMedNet Corporation
6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344

Telephone: 800-918-7189

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Eitan Hoenig

Ned Prusse

Perkins Coie LLP

41 Madison Avenue, Suite 3310

New York, NY 10036

Telephone: (332) 238-2820

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check market 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Primary Offering of

Up to 12,085,275 Shares of Common Stock

Upon the Exercise of Warrants

Secondary Offering of

Up to 19,123,352 Shares of Common Stock

Up to 585,275 Warrants

This prospectus relates to the primary issuance by us of up to an aggregate of 12,085,275 shares of common stock, par value $0.0001 per share (the “Common Stock”), of OneMedNet Corporation, a Delaware corporation (“we,” “us,” the “Company” and “OneMedNet”), which consists of (i) up to 11,500,000 shares of Common Stock issuable upon the exercise of 11,500,000 warrants (the “Public Warrants”) originally issued and registered in the initial public offering of Data Knights Acquisition Corp, a special purpose acquisition company (“Data Knights”) at a price of $10.00 per unit with each unit consisting of one share of Class A common stock and one warrant (each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share), and (ii) up to an aggregate of 585,275 shares of Common Stock issuable upon the exercise of 585,275 warrants (the “Private Placement Warrants,” together with the Public Warrants, the “Warrants”) that made up a part of the private units originally issued in a private placement in connection with Data Knights’s initial public offering at a price of $10.00 per unit, for an aggregate purchase price of $5,852,750, with each unit consisting of one share of Class A common stock and one warrant (each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share). We will receive the proceeds from any exercise of the Warrants for cash.

This prospectus also relates to the offer and resale from time to time by: (a) the selling shareholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Shareholders”) of up to an aggregate of 19,123,352 shares of Common Stock, consisting of (i) up to 1,504,292 shares of Common Stock issuable upon conversion of up to $1,714,893.64 of OneMedNet Senior Secured Convertible Notes (the “Pre-Closing PIPE Notes”) issued at the closing of the Business Combination (as defined below) that are convertible into shares of Common Stock at the election of the Pre-Closing PIPE Notes holders at a conversion price equal to the lower of (A) $10.00 per share, and (B) 92.5% of the lowest volume weighted average trading price (“VWAP”) for the ten (10) trading days immediately preceding the Conversion Date (as defined in the Pre-Closing PIPE Notes), subject to a floor price of $1.14 per share of Common Stock pursuant to the terms of the Securities Purchase Agreement (the “Pre-Closing PIPE SPA”), dated June 28, 2023, by and among Data Knights (as defined below) and the investors named therein (the “Pre-Closing PIPE Investors” and such transaction, the “Pre-Closing PIPE”), (ii) 95,744 shares of Common Stock underlying 95,744 warrants (the “Pre-Closing PIPE Warrants”) issued to the Pre-Closing PIPE Investors as additional consideration for the Pre-Closing PIPE Investors’ investment in the Pre-Closing PIPE Notes, which warrant agreements were executed at the closing of the Business Combination, (iii) 277,778 shares of Common Stock issued pursuant to the terms of the Satisfaction and Discharge Agreement (the “Satisfaction and Discharge Agreement”) dated as of June 28, 2023, by and among Data Knights, Legacy ONMD (as defined below), and EF Hutton LLC (“EF Hutton”) at $0.87 per share of Common Stock (lowest VWAP for 5 trading days before the 6-month anniversary), of which 128,472 shares were transferred to Joseph T. Rallo and 128,472 shares were transferred to D. Boral Capital LLC (Boral Capital) on January 23, 2025, (iv) 2,123,424 shares of Common Stock issuable at a conversion rate of $0.7535 per share of Common Stock (95% of VWAP 10-day average $0.7932) for an aggregate $1,600,000 investment in the Company by Dr. Thomas Kosasa, (v) [●] shares of Common Stock held by [Data Knights, LLC (the “Sponsor”) and its affiliates], including [●] shares of Common Stock originally issued as shares of Class B common stock, par value $0.0001 per share of the Company (“Class B Common Stock”) in connection with the initial public offering of Data Knights for aggregate consideration of $25,000, or approximately $0.009 per share, and [●] shares of Common Stock originally issued to the Sponsor as part of the placement units issued to the Sponsor in connection with Data Knights’ initial public offering at $10.00 per unit, (vi) 50,000 shares of Common Stock underlying a warrant (the “Helena Warrant”) issued to Helena Global Investment Opportunities 1 Ltd. (“Helena”) as consideration for entry into the Termination Agreement, effective as of June 14, 2024, between the Company and Helena (the “Helena Termination Agreement”), (vii) 4,767,616 shares of Common Stock issuable pursuant to advances under the Standby Equity Purchase Agreement (the “SEPA”), dated June 17, 2024, by and between the Company and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (viii) 346,404 shares of Common Stock issued to Yorkville as part of a commitment fee paid in connection with the SEPA (the “Commitment Fee Shares”), (ix) up to 1,785,714 shares of Common Stock issuable upon conversion of a $1,500,000 convertible promissory note, of which $500,000 remains outstanding, (the “Yorkville Note”), dated June 18, 2024, issued to Yorkville in connection with the SEPA that is convertible into shares of Common Stock at a conversion price equal to the lower of (A) $1.3408 per share, and (B) 90% of the lowest daily VWAP of the Common Stock on Nasdaq during the seven trading days immediately prior to each conversion, subject to a floor price of $0.28 per share pursuant to the terms of the Yorkville Note, (x) 455,000 shares of Common Stock issued to Yorkville, which have registration rights, (xi) 1,297,059 shares of Common Stock issued pursuant to the terms of the Securities Purchase Agreement (the “OTC PIPE SPA”), dated July 23, 2024, by and between the Company and Off the Chain, LP, an affiliate of Off the Chain Capital (“OTC”), (xii) 1,323,530 shares of Common Stock underlying 1,323,530 pre-funded warrants issued to OTC pursuant to the OTC PIPE SPA (together with the OTC PIPE SPA, the “OTC PIPE”), (xiii) 2,301,791 shares of Common Stock issued pursuant to the terms of the Securities Purchase Agreement (the “Discovery PIPE SPA”), dated July 25, 2024, by and between the Company and Discovery Global Opportunity Master Fund, Ltd., an affiliate of Discovery Capital Management, LLC (“Discovery”), (xiv) 1,473,696 shares of Common Stock issued pursuant to the terms of the Securities Purchase Agreement (as amended, the “OTC Follow-On PIPE SPA”), dated September 24, 2024, by and between the Company and OTC (such transaction, the “OTC Follow-On PIPE”), (xv) 1,188,209 shares of Common Stock underlying 1,188,209 pre-funded warrants issued to OTC pursuant to the OTC Follow-On PIPE, and (xvi) 133,095 shares of Common Stock underlying 133,095 warrants issued to OTC pursuant to the OTC Follow-On PIPE, and (b) the selling warrant holders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Shareholders and including their permitted transferees, the “Selling Securityholders”) of up to an aggregate of 585,275 Private Placement Warrants. Even though the current trading price is at or significantly below Data Knights’ initial public offering price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of our shares of our Common Stock or Warrants, except with respect to amounts received by us upon the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock or Warrants. See section entitled “Plan of Distribution” beginning on page 85 of this prospectus.

Our Common Stock and Public Warrants are listed on the Nasdaq Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “ONMD” and “ONMDW,” respectively. As of January 29, 2025, we had approximately 30,572,831 shares of Common Stock and 11,500,000 Public Warrants outstanding. On January 30, 2025, the last reported closing price of our of Common Stock and Public Warrants as reported on Nasdaq was $1.02 per share of Common Stock and $0.0315 per Public Warrant.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2025.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Securityholders may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings. We will not receive any proceeds from the sale of Common Stock or Warrants by the Selling Securityholders. This prospectus provides you with a general description of the securities that the Selling Securityholders may offer.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the Common Stock or Warrants, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders will not make an offer to sell the Common Stock or Warrants in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the regions in which we operate, including our general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts. While we believe that the market data, industry forecasts and similar information included in this prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of our future performance and growth objectives and the future performance of our industry and the markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

Information contained in this prospectus concerning our industry, market and competitive position data are derived from our own internal estimates and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties.

Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but such information is inherently imprecise. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors”. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

TRADEMARKS AND COPYRIGHTS

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and ^TM symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements that we make from time to time, including statements contained in this prospectus, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this prospectus are forward-looking statements. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs.

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this prospectus include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, and operating expenses.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this prospectus and other documents we file with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements including those described in the “Risk Factors” section beginning on page 16 and elsewhere in this prospectus.

PROSPECTUS SUMMARY

This summary of the prospectus highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. It does not contain all the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and related notes included elsewhere in this prospectus. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

In this prospectus, unless the context indicates otherwise, “OneMedNet,” the “Company,” “we,” “our,” “ours” or “us” refer to OneMedNet Corporation (f/k/a Data Knights Acquisition Corp.), a Delaware corporation, and consolidated subsidiaries following the effective time of the Business Combination.

We have not authorized anyone to provide you with different information and you must not rely on any unauthorized information or representation. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus, or any sale of our Common Stock. Our business, financial condition and results of operations may have changed since the date on the front of this prospectus. We urge you to carefully read this prospectus before deciding whether to invest in any of the Common Stock being offered.