ONMDW OneMedNet Corporation

 

 

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): October 1, 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.

 

Changes to Board Composition

 

On October 1, 2024, the following changes occurred in the composition of OneMedNet Corporation’s (the “Company’s”) Board of Directors (the “Board”) and Board committees.

 

	●	Departure of Directors: Paul Casey and Erkan Akyuz resigned from the Board, effective immediately. Mr. Casey and Mr. Akyuz also each resigned from the Compensation Committee of the Board (the “Compensation Committee”). Mr. Casey’s and Mr. Akyuz’s resignations were not due to any disagreement with the Company on any matter, including any matter relating to its accounting, operations, policies or practices. The Company is grateful for both Mr. Casey’s and Mr. Akyuz’s service to the Company and the Board.

●

Election of New Class II Director: The Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), elected Jair Clarke to the Board as a Class II Director, effective immediately, to fill the vacancy created by Mr. Akyuz’s resignation. Mr. Clarke will serve until his successor has been elected and qualified at the Company’s 2025 Annual Meeting of Stockholders. Mr. Clarke’s biographical information is included in the Company’s press release filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

 

The Board affirmatively determined that Mr. Clarke qualifies as an “independent director” under the NASDAQ listing requirements and meets the heightened standards of independence for audit committee membership and compensation committee membership under the applicable rules of the Securities and Exchange Commission (the “SEC”). The Board appointed Mr. Clarke to serve on the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee.

 

●

Election of New Class III Director: The Board, upon the recommendation of the Nominating and Corporate Governance Committee, elected Sherry Coonse McCraw to the Board as a Class III Director, effective immediately, to fill the vacancy created by Mr. Casey’s resignation. Ms. Coonse McCraw will serve as a director until her successor has been elected and qualified at the Company’s 2026 Annual Meeting of Stockholders. Ms. Coonse McCraw’s biographical information is included in the Company’s press release filed as Exhibit 99.1 to this Current Report.

 

The Board affirmatively determined that Ms. Coonse McCraw qualifies as an “independent director” under the NASDAQ listing requirements and meets the heightened standards of independence for audit committee membership under the applicable rules of the SEC. The Board also determined that Ms. Coonse McCraw qualifies as an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K. The Board appointed Ms. Coonse McCraw to serve as the Chair of the Audit Committee.

 

●

Arrangements with New Directors: As a non-employee director of the Company, each of Ms. Coonse McCraw and Mr. Clarke will be compensated according to the Company’s non-employee director compensation practices. This compensation consists of the 2024 grant of 45,000 restricted stock units (“RSUs”) to each director for one full year of service (pro-rated for 2024). The RSUs will vest at the end of December 2024. In addition, the Company will enter into an indemnity agreement with each of Ms. Coonse McCraw and Mr. Clarke in the same form as previously entered into by the Company with its other non-management directors.

 

There are no family relationships between either Mr. Clarke or Ms. Coonse McCraw, on the one hand, and any other director or executive officer of the Company, on the other hand. There are no arrangements or understandings between either Mr. Clarke or Ms. Coonse McCraw, on the one hand, and any other person, on the other hand, in each case, pursuant to which either Mr. Clarke or Ms. Coonse McCraw was appointed to serve on the Board and none are currently proposed that would require disclosure under Item 404(a) of Regulation S-K.

 

 

Changes to Board Committee Composition

 

On October 1, 2024, the Board approved the following committee appointments in connection with the resignations of Mr. Casey and Mr. Akyuz and appointments of Mr. Clarke and Ms. Coonse McCraw:

 

	●	Audit Committee: Ms. Coonse McCraw (Chair), Mr. Clarke, Dr. Thomas Kosasa;
	●	Compensation Committee: Andy Zeinfeld (Chair), Mr. Clarke; and
	●	Nominating & Corporate Governance Committee: Eric Casaburi (Chair), Andy Zeinfeld.

 

In connection with these committee appointments, the Board affirmatively determined that each of Dr. Kosasa, Mr. Zeinfeld and Mr. Casaburi also qualifies as an “independent director” under the NASDAQ listing requirements, that Dr. Kosasa meets the heightened standards of independence for audit committee membership under the applicable rules of the SEC and that Mr. Zeinfeld meets the heightened standards of independence for compensation committee membership under the applicable rules of the SEC.

 

Compensation of Executive Chair & Chief Medical Officer

 

On October 1, 2024, the Company entered into a restricted stock unit award agreement with Dr. Jeffrey Yu, the Company’s Executive Chair, Vice President and Chief Medical Officer (the “RSU Agreement”), pursuant to which Dr. Yu received a grant of 230,769 RSUs (the “RSU Award”). The RSU Award was recommended and approved by the Compensation Committee and by the vote of the disinterested members of the Board based on, among other items, the responsibilities of Dr. Yu as both the Company’s Executive Chair and Chief Medical Officer, the historical compensation paid to the Company’s executive officers, the fact that the Company has historically not paid Dr. Yu his base salary on a consistent basis, or at all, and the Company’s current and expected cash position and the effect of the RSU Award on such position. The RSU Award will vest on July 1, 2025, subject to Dr. Yu’s continued service with the Company through such date and the other terms and conditions set forth in the RSU Agreement and the OneMedNet Corporation 2022 Equity Incentive Plan.

 

Item 7.01. Regulation FD Disclosure.

 

On October 2, 2024, the Company issued a press release announcing the Board composition changes described under Item 5.02. 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
99.1		Press Release, dated October 2, 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: October 7, 2024

 

	ONEMEDNET CORPORATION
	By:	/s/ Aaron Green
		Aaron Green
		Chief Executive Officer

 

 

Exhibit 99.1

 

OneMedNet Announces Board Member Transition
to Drive Growth Post-IPO

 

MINNEAPOLIS, OCTOBER 2, 2024 (GLOBE NEWSWIRE) – OneMedNet Corporation (Nasdaq: ONMD) (“OneMedNet” or the “Company”), the leading curator of regulatory-grade Real World Data (RWD), is pleased to announce a strategic refresh of its Board of Directors following the successful transition to a publicly traded entity. This move reinforces our commitment to dynamic leadership and active engagement as we accelerate growth in this new phase.

 

We extend our heartfelt gratitude to Paul Casey, and Erkan Akyuz for their invaluable contributions during a pivotal time in our company’s history. Their leadership and guidance were instrumental in achieving our IPO, laying a strong foundation as OneMedNet entered the public markets. We thank them for their service and wish them the best in their future endeavors.

 

In alignment with our vision for the future, we are excited to welcome two distinguished individuals to our Board.

 

Jair Clarke, currently serves as Executive Advisor to the Chairman at World Wide Technology (WWT), holds the position of CEO at Laigic and is a

 

board member of Xponential NYSE:XPOF) that is focused on health and wellness. His career also includes a tenure as a Global CTO at Microsoft, where he was pivotal in shaping the company’s technological direction. Prior to this, he led Disney’s Big Data, technology strategy and digital intelligence and co-led IBM Watson’s strategy and delivery.

 

Jair’s experience positions him to contribute to the following business priorities:

 

	●	Market Expansion and Business Development: Leveraging his extensive network and insights in AI and digital intelligence to explore new markets and forge strategic partnerships.
	●	Technology Platform Enhancement: Bringing his expertise from Microsoft, Disney and IBM Watson to refine OneMedNet technology solutions.
	●	Operational Efficiency: Focusing on greater effectiveness and scalability.

 

Sherry Coonse McCraw, currently the VP of Human Resources and former CFO of BMW North America, brings a diverse background in both finance and human capital strategy. As the new head of our audit committee, her expertise will be critical in:

 

	●	Financial Oversight: Ensuring robust financial governance and strategic planning.
	●	Transparency and Accountability: Maintaining integrity and trust as we scale our operations.
	●	Human Resources Leadership: Combining her HR and financial experience to align human capital strategies with organizational goals.

 

 

“OneMedNet is at an exciting juncture, and the addition of Sherry and Jair to our Board is a testament to our commitment to excellence and innovation,” said Jeffrey Yu, MD, Founder and Chairman of OneMedNet. “We are grateful for the foundational work of Paul and Erkan, and with Sherry and Jair onboard, we are well-positioned to drive our company towards new heights.”

 

This transition reflects our strategic focus on enhancing corporate governance, leveraging diverse expertise, and ensuring that our Board is equipped to guide OneMedNet through its next phase of growth and innovation.

 

About OneMedNet Corporation

 

OneMedNet provides innovative solutions that unlock the significant value contained within the Real-World Data (“RWD”) repositories of over 1,400 healthcare system and provider sites that currently comprise its iRWD™ network. OneMedNet’s proprietary iRWD™ platform provides secure, comprehensive management of diverse clinical data types, including electronic health records, laboratory results, and uniquely, medical imaging. Employing its robust iRWD™ platform, the Company securely de-identifies, searches, and curates the clinical data, bringing a wealth of internal and third-party research opportunities to its drug, medical device and imaging/diagnostic AI development customers.

 

OneMedNet’s platform is designed to meet the clinical requirements necessary across various domains, including but not limited to rare diseases, oncology, and cardiology. The Company is committed to delivering precise and robust research support services that span the entire continuum of care. This commitment is a cornerstone of OneMedNet’s strategy to enhance patient outcomes and help pave the next wave of healthcare innovation. For more information, please visit www.onemednet.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of OneMedNet; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

 

OneMedNet Contacts:

 

Michael Wong, Director of Marketing

Phone: 800.918.7189

Email: michael.wong@onemednet.com

 

SOURCE: ONEMEDNET CORPORATION

 

 

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Cover	Oct. 01, 2024
Document Type	8-K
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Document Period End Date	Oct. 01, 2024
Entity File Number	001-40386
Entity Registrant Name	ONEMEDNET CORPORATION
Entity Central Index Key	0001849380
Entity Tax Identification Number	86-2076743
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6385 Old Shady Oak Road
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	800
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Pre-commencement Issuer Tender Offer	false
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Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ONMD
Security Exchange Name	NASDAQ
Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	ONMDW
Security Exchange Name	NASDAQ

---