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
As
of August 19, 2024, our Common Stock is traded on The Nasdaq Capital Market under the symbol “ONMD”. Our Public Warrants,
each entitling the holder to purchase one share of our Common Stock, are traded on The Nasdaq Capital Market under the symbol “ONMDW”.
Holders
of our Common Stock
As
of November 5, 2024, there were approximately 38 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 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.
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 the PIPE SPA in connection with a PIPE financing in the aggregate original principal amount of $1,595,744.70
and a purchase price of $1.5 million. Pursuant to the PIPE SPA, the Company agreed to issue and sell to the PIPE Investors the PIPE Notes,
which 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 lower of (i) $10.00 per share, and (ii) 92.5% of the lowest VWAP for
the ten (10) trading days immediately preceding the conversion date, subject to the floor price of $1.14 (representing 20% of the closing
price of the Common Stock on the last trading day before the closing of the Business Combination), or the alternative conversion ratio
of the greater of the floor price and the lesser of 80% of the VWAP of the common stock as of the trading day and 80% of the price computed
as the quotient of the sum of the VWAP of the Common Stock for each of the three trading days with the lowest VWAP of the Common Stock
during the fifteen consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery
of the applicable conversion notice, divided by three. All such determinations are to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock.
The PIPE Notes mature on the first anniversary of the issuance date, or November 7, 2024.
Purchases
of Securities by the Issuer and Affiliated Purchasers
There
were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) of the Exchange Act during
the quarter ended December 31, 2023.
34
Item
6. [Reserved]
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