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): September 9, 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) |
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | 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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 9, 2024, OneMedNet Corporation (the “Company”) received an expected delinquency notification letter (the “First Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form 10-Q”) by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
On September 10, 2024, the Company received a notification letter (the “Second Notice” and together with the First Notice, the “Notices”) from Nasdaq, which responded to the Company’s plan to regain compliance regarding its delinquent Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Initial Delinquent Filing” and together with the Form 10-Q, the “Delinquent Filings”). In the Second Notice, Nasdaq grants the Company an exception until October 31, 2024 to file the Delinquent Filings with the SEC and regain compliance with the Rule. In the event the Company does not regain compliance with the Rule by October 31, 2024, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a hearings panel.
Neither the Notices nor the Company’s noncompliance with the Rule has an immediate effect on the listing or trading of the Company’s securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “ONMD.” The Company continues to work diligently to complete the Delinquent Filings and plans to file the same as promptly as possible to regain compliance with the Rule. The Company currently expects to prepare and file the Delinquent Filings on or before October 31, 2024, although there can be no guarantee that the Delinquent Filings are filed within the required timeframe.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on September 12, 2024, announcing that it had received the First Notice, its plan for compliance and other matters. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and 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: September 12, 2024
| | ONEMEDNET CORPORATION |
| | |
| | By: | /s/ Aaron Green |
| | | Aaron Green |
| | | Chief Executive Officer |
