Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Annual Report on Form 10-K. Based
on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure
controls and procedures were effective at the reasonable assurance level.
Management’s
Report on Internal Control Over Financial Reporting
As
disclosed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on November 7, 2023. Prior to the Business
Combination Data Knights, our predecessor, was a special purpose acquisition company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, recapitalization or similar business combination with one or more businesses. As a
result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because Data
Knights’ operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business
Combination. As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal
control over financial reporting as of December 31, 2023. Accordingly, we are excluding management’s report on internal control
over financial reporting pursuant to Section 215.02 of the SEC Division of Corporate Finance’s Regulation S-K Compliance and Disclosure
Interpretations.
Changes
in Internal Control Over Financial Reporting
No
change in our internal control over financial reporting occurred during the quarter ended December 31, 2023 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Item
9B. Other Information
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
35
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
11. Executive Compensation
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
Item
14. Principal Accounting Fees and Services
The
information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to
Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close
of the Company’s fiscal year ended December 31, 2023.
36
PART
IV
Item
15. Exhibits, Financial Statement Schedules
The
following documents are filed as a part of this Form 10-K:
(a)(1)
Financial Statements
Index
to Financial Statements
Page
Consolidated Balance Sheets
F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)
F-3
Consolidated Statements of Changes in Shareholders ’ Equity
F-4
Consolidated Statements of Cash Flows
F-5
Notes to Consolidated Financial Statements
F-6
(a)(2)
Financial Statement Schedules
None.
(a)(3)
Exhibits.
These
exhibits listed below are filed or incorporated by reference into this Report.
Exhibit
Number
Description
2.1†
Agreement and Plan of Merger, dated April 25, 2022, by and among Data Knights, Merger Sub, Sponsor, OneMedNet, and Paul Casey (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on April 25, 2022).
3.1
Third Amended and Restated Certificate of Incorporation of OneMedNet Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the SEC on November 13, 2023).
3.2
Amended and Restated Bylaws of OneMedNet Corporation (incorporated by reference as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).
4.1
Description of the Registrant’s securities.
4.2
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021).
4.3
Warrant Agreement, dated May 6, 2021, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021).
10.1
Securities Purchase Agreement dated June 28, 2023 with OneMedNet Corporation (incorporated by reference as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).
10.2
Letter Agreement, dated May 6, 2021, by and between Data Knights, the initial security holders and the officers and directors of the Data Knights (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on May 11, 2021).
10.3
Form of OneMedNet Corporation 2022 Equity Incentive Plan (incorporated by reference to Annex D to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023).
10.4
Form of Registration Rights Agreement by certain OneMedNet equity holders (included as Exhibit G to Annex B to the proxy statement/prospectus).
10.5
Lockup Agreement by certain OneMedNet equity holders (included as Exhibit C to Annex B to the proxy statement/prospectus).
10.6+
Employment Agreement between OneMedNet Corporation and Aaron Green, President (incorporated by reference as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).
10.7+
Employment Agreement between OneMedNet Corporation and Lisa Embree, Chief Financial Officer (incorporated by reference as Exhibit 10.09 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).
10.8+
Employment Agreement between OneMedNet Corporation and Paul Casey, Chief Executive Officer (incorporated by reference as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).
37
21
Subsidiaries of the Registrant.
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
†Schedules
and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy
of any omitted schedule of exhibit to the SEC upon request.
+
Management or compensatory agreement or arrangement.
*
The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent
that the registrant specifically incorporates it by reference.
Item
16. Form 10-K Summary
None.
38
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
April
9, 2024
OneMedNet
Corporation
/s/ Aaron
Green
Name:
Aaron Green
Title:
Chief
Executive Officer
(Principal
Executive Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Jeffrey Yu, MD
Director
and Chairman of the Board
April
9, 2024
Jeffrey
Yu, MD
/s/
Aaron Green
Chief
Executive Officer and Director
April
9, 2024
Aaron Green
(Principal
Executive Officer)
/s/
Paul J. Casey
Director
April
9, 2024
Paul J. Casey
/s/
Lisa Embree
Chief
Financial Officer and VP of Finance
April
9, 2024
Lisa
Embree
(Principal
Accounting Officer)
/s/
Erkan Akyuz
Director
April
9, 2024
Erkan
Akyuz
/s/
Thomas Kosasa
Director
April
9, 2024
Thomas
Kosasa
/s/
Eric Casaburi
Director
April
9, 2024
Eric
Casaburi
/s/
Sun Joo Huh
Director
April
9, 2024
Dr.
Julianne ( Sun Joo) Huh
39