Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
Information for Common Stock and Warrants
Our
Common Stock is traded on The Nasdaq Global Select Market under the symbol “ ONMD ”.
Our Public Warrants, each entitling the holder to purchase one share of our Common Stock are traded on traded on The Nasdaq Global Select
Market under the symbol “ONMDW”.
Holders
of our Common Stock
As
of April 2, 2024, there were approximately 122 holders of record of our Common Stock. Certain shares of our Common Stock are
held in “street” name and, accordingly, the number of beneficial owners of such shares is not known or included in the
foregoing number. The number of holders of record also does not include beneficial owners of shares that are be held in trust by
other entities.
Dividend
Policy
We
have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable
future.
24
Issuer
Purchases of Equity Securities
There
were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange
Act of 1934, during the quarter ended December 31, 2023.
Performance
Graph
We
are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide
the information required by paragraph (e) of Item 201 of Regulation S-K.
Recent
Sales of Unregistered Securities
On
June 28, 2023, the Company executed a Securities Purchase Agreement for PIPE financing in the aggregate original principal amount of
$1,595,744.70 and a purchase price of $1.5 million. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell
to each of Thomas Kosasa, Dr. Jeffrey Yu, Aaron Green and Steve Kester (the “PIPE Investors”), a new series of senior secured
convertible notes (the “PIPE Notes”), which Notes shall be convertible into shares of Common Stock at the PIPE Investors
election at the conversion price (rounded to the nearest 1/100th of one cent) which shall be computed as the lesser of:
(a)
with respect to a conversion pursuant to Section 4.1 of the Securities Purchase Agreement (discussed below), the lesser of: (i) a price
per share equal to the product of (x) 100% less the Discount and (y) the lowest per share purchase price of the Equity Securities issued
in the Next Equity Financing; and (ii) $2.50 per share; and
(b)
with respect to a conversion pursuant to Section 4.2 (discussed below), (relating to payment at maturity) or Section 4.3, $2.50 per share.
The Securities Purchase agreement provided that the PIPE Investors’ $1.5 million investment in the PIPE Notes would close and fund
contemporaneous to the Closing of the Business Combination.
Section
4.1 of the Securities Purchase Agreement provides that the principal balance and unpaid accrued interest on each Note will automatically
convert into the PIPE Conversion Shares upon the closing of the Next Equity Financing (“Next Equity Financing” means the
next sale or series of related sales by the Company of its Common Stock in one or more offerings relying on Section 4(a)(2) of the Securities
Act or Regulation D thereunder for exemption from the registration requirements of Section 5 of the Securities Act, from which the Company
receives gross proceeds of not less than US$5,000,000 (excluding, for the avoidance of doubt, the aggregate principal amount of the Notes).
Section
4.2 of the Securities Purchase Agreement provides that in the event of a Corporate Transaction or the repayment of such Note, at the
closing of a corporate transaction, the holder of each Note may elect that either: (a) the Company will pay the holder of such Note an
amount equal to the sum of (x) the outstanding principal balance of such Note, and (y) a premium equal to 20% of the outstanding principal
balance of such Note (which premium, is in lieu of all accrued and unpaid interest due on such Note); or (b) such Note will convert into
that number of Conversion Shares equal to the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding
principal balance and unpaid accrued interest of such Note on a date that is no more than five days prior to the closing of such corporate
transaction by (y) the applicable Conversion Price.
Notwithstanding
the foregoing, any sale (or series of related sales) of the Company’s Equity Securities to a special purpose acquisition company
will not be deemed a “Next Equity Financing. Notwithstanding the foregoing, the Company may, at its option, pay any unpaid accrued
interest on each Note in cash at the time of conversion. The number of PIPE Conversion Shares the Company issues upon such conversion
will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid
accrued interest under each converting Note on a date that is no more than five days prior to the closing of the Next Equity Financing
by (y) the applicable Conversion Price. At least five days prior to the closing of the Next Equity Financing, the Company will notify
the holder of each Note in writing of the terms of the Equity Securities that are expected to be issued in such financing. The issuance
of PIPE Conversion Shares pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable
to the Equity Securities issued in the Next Equity Financing.
Securities
Authorized for Issuance Under Equity Compensation Plans
The
information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part
III of this Annual Report.
Item
6. [Reserved]
Not
applicable.