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): August 26, 2024
ONEMEDNET CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40386 | | 86-2076743 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
6385 Old Shady Oak Road, Suite 250
Eden Prairie, 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencements 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 |
| Common Stock, $0.0001 par value per share | | ONMD | | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | | ONMDW | | The 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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
Effective August 30, 2024, the board of directors (the “Board”) of OneMedNet Corporation (the “Company”) appointed Robert Golden to serve as Chief Financial Officer (“CFO”) on an interim basis. Mr. Golden will perform the functions of the Company’s principal financial officer and principal accounting officer. Mr. Golden will continue to serve as a member of the Board. Effective upon his appointment as interim CFO, Mr. Golden stepped down as a member and the chair of the Audit Committee of the Board.
On August 30, 2024, in connection with his appointment as interim CFO, the Company entered into a consulting agreement with Mr. Golden (the “Consulting Agreement”), pursuant to which Mr. Golden will receive a $12,000 monthly salary and a grant of 100,000 restricted stock units, which will vest on the first anniversary of the Consulting Agreement, subject to the terms set forth in the Consulting Agreement.
Mr. Golden (age 62) is a Certified Public Accountant with more than 30 years of experience. Mr. Golden has served as the Managing Partner of Cohen, Bender & Golden LLP since 2015, where he provides consulting, accounting and tax services to middle market businesses and owners. Mr. Golden has also served as the Chief Financial Officer of Promo Shop, Inc. & Subsidiaries, a specialty advertising promotional products multi-office distributor based in Los Angeles, since 2008 and iKahan Media, Inc., an out of home media company specializing in digital and traditional billboards and advertisement, since 2014. Mr. Golden has served as a member of the Board of Directors of Talon International, Inc. (OTCMKTS: TALN), the world’s oldest and largest zipper manufacturer, since 2013.
The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Departure of Chief Financial Officer
Effective August 30, 2024, Lisa Embree departed as the Company’s CFO, Executive Vice President, Treasurer and Secretary. Ms. Embree provided notice of her intention to resign from her positions with the Company on August 26, 2024.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: August 30, 2024
| | ONEMEDNET CORPORATION |
| | | |
| | By: | /s/ Aaron Green |
| | | Aaron Green |
| | | Chief Executive Officer |
