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Item 1A. Risk Factors

2025-04-15 compared with 2024-04-09 · 479 added, 329 removed, 120 unchanged (87% of the section changed)

investment in our securities involves a high degree of risk.

This prospectus contains a discussion of the risks applicable to an investment

in our securities.

The risks and uncertainties we have described are not the only ones we face.

Additional risks and uncertainties not

presently known to us or that we currently deem immaterial may also affect our operations.

The occurrence of any of these known or unknown

risks might cause you to lose all or part of your investment in the offered securities.

We may not be successful in preventing the material

adverse effects that any of the following risks and uncertainties may cause.

You could lose all or a significant portion of your investment

due to any of these risks and uncertainties.

should carefully consider the following risks, as well as the other information contained in this prospectus, including our historical

financial statements and related notes included elsewhere in this prospectus before you decide to purchase our securities.

these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and

operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant

decrease in the value of our Common Stock shares and warrants.

The risks and uncertainties we have described in this Annual Report are

not the only ones we face.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also

affect our business, financial condition, and results of operations.

We may not be successful in preventing the material adverse effects

that any of the following risks and uncertainties may cause.

should carefully consider the following risks, as well as the other information contained in this Annual Report, including our historical

financial statements and related notes included elsewhere in this Annual Report.

Any one of these risks and uncertainties has the potential

to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results

to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our Common Stock

and warrants.

Refer to “Cautionary Statement Regarding Forward-Looking Statements.”

Related to this Offering and Our Common Stock

stock price may be volatile, and purchasers of our Common Stock could incur substantial losses.

stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate

to operating performance of individual companies, particularly following a public offering of a company with a small public float.

is the potential for rapid and substantial price volatility of our Common Stock following this offering.

These broad market factors may

seriously harm the market price of our Common Stock, regardless of our actual or expected operating performance and financial condition

or prospects, which may make it difficult for investors to assess the rapidly changing value of our Common Stock.

are currently listed on The Nasdaq Global Market.

If we are unable to maintain listing of our securities on Nasdaq or any stock exchange,

our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and

it may be more difficult for our stockholders to sell their securities.

our Common Stock is currently listed on The Nasdaq Global Market, we may not be able to continue to meet the exchange’s minimum

listing requirements or those of any other national exchange.

If we are unable to maintain listing on Nasdaq or if a liquid market for

our Common Stock does not develop or is sustained, our Common Stock may remain thinly traded.

previously reported on Form 8-K on February 9, 2024, the Company received written notice (the “Nasdaq Notice”), dated February

7, 2024, from Nasdaq indicating that for the preceding 30 consecutive business days, the market value of the Company’s listed securities

(“MVLS”) did not maintain a minimum market value of $50,000,000 (the “Minimum MVLS Requirement”) as required

by Nasdaq Listing Rule 5450(b)(2)(A).

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180

calendar days, or until August 5, 2024, to regain compliance with the Minimum MVLS Requirement.

Compliance may be achieved if the Company’s

MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance period, in

which case Nasdaq will notify the Company of its compliance and the matter will be closed.

the Company does not regain compliance with the Minimum MVLS Requirement by August 5, 2024, Nasdaq will provide written notification

to the Company that its common stock is subject to delisting.

At that time, the Company may appeal the relevant delisting determination

to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

However, there can be no assurance,

if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.

event, the Company may also seek to apply for a transfer to The Nasdaq Capital Market if it meets the requirements for continued listing

Nasdaq Notice received have no immediate effect on the Company’s continued listing on the Nasdaq Global Market or the trading of

Company’s common stock, subject to the Company’s compliance with the other continued listing requirements.

The Company is

presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on the Nasdaq Global

There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global

listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange.

reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its

exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may

occur, each of which could have a material adverse effect on our stockholders:

liquidity of our Common Stock;

market price of our Common Stock;

ability to obtain financing for the continuation of our operations;

number of institutional and general investors that will consider investing in our Common Stock;

number of investors in general that will consider investing in our Common Stock;

number of market makers in our Common Stock;

availability of information concerning the trading prices and volume of our Common Stock;

number of broker-dealers willing to execute trades in shares of our Common Stock.

principal stockholders will continue to have significant influence over the election of our board of directors and approval of any significant

corporate actions, including any sale of the Company.

founders, executive officers, directors, and other principal stockholders, in the aggregate, beneficially own a majority of our outstanding

These stockholders currently have, and likely will continue to have, significant influence with respect to the election of our

board of directors and approval or disapproval of all significant corporate actions.

The concentrated voting power of these stockholders

could have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.

could be subject to securities class action litigation.

the past, securities class action litigation has often been brought against companies following a decline in the market price of their

In 2020, 22% of securities class action litigation filings

were against defendants in the health technology and services sector, which accounted for 22% of new filings .

If we face such

litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market

price for the shares and trading volume could decline.

trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about

us or our business.

If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who

covers us downgrades our Common Stock or publishes inaccurate or unfavorable research about our business, the market price for our Common

Stock would likely decline.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,

we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our common stock

do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares of Common Stock for

return on your investment.

have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term.

foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate

paying any cash dividends on our stock.

Accordingly, investors must be prepared to rely on sales of their shares after price appreciation

to earn an investment return, which may never occur.

Investors seeking cash dividends should not purchase our shares.

Any determination

to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations,

financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

sales of substantial amounts of our Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock,

either by us or by our existing stockholders, or the possibility that such sales could occur, could adversely affect the market price

of our Common Stock.

sales in the public market of shares of our Common Stock or securities convertible into or exchangeable or exercisable for shares of

Common Stock, shares held by our existing stockholders or shares issued upon exercise of our outstanding stock options or warrants, or

the perception by the market that these sales could occur, could lower the market price of our Common Stock or make it difficult for

us to raise additional capital.

are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make

our common stock less attractive to investors.

are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”).

as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that

are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor

attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth

anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion

or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates

exceeds $700 million as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1 billion

in non-convertible debt during the prior three-year period.

addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those

standards apply to private companies.

We may elect not to avail ourselves of this exemption from new or revised accounting standards

and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share

price may be more volatile.

Anti-takeover

provisions contained in our certificate of incorporation and bylaws as well as provisions of Delaware law, could impair a takeover attempt.

certificate of incorporation, bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying

or preventing an acquisition deemed undesirable by our board of directors.

Our corporate governance documents include provisions:

“blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may

contain voting, liquidation, dividend, and other rights superior to our common stock;

the liability of, and providing indemnification to, our directors and officers;

the ability of our stockholders to call and bring business before special meetings;

advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of

candidates for election to our board of directors;

the procedures for the conduct and scheduling of board of directors and stockholder meetings;

our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled

special meetings.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware

corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which

prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without

approval of the holders of substantially all of our outstanding common stock.

provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control

could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the

price that some investors are willing to pay for our Common Stock.

Business Risks

Related to Our Business

have a history of operating losses and may never achieve profitability in the future .

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years ended December 31, 2024 and 2023, respectively.

As of December 31, 2023, we had accumulated losses of approximately $55.1 million.

As of December 31, 2024, we had an accumulated deficit of approximately $101.6

expect to continue to incur significant losses in the development, marketing, sale and delivery of our services.

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revenues or if we lose existing customers, we expect to continue to incur losses from operations for the foreseeable future.

of the numerous risks and uncertainties associated with the development, marketing, sale and delivery of our imaging real world data

(“iRWD TM ”) services, we may experience larger than expected future losses and may never become profitable.

there is a substantial risk that we may not be able to successfully commercialize our iRWD TM services, which would make it

unlikely that we would ever achieving profitability.

of the numerous risks and uncertainties associated with the development, marketing, sale and delivery of our iRWDTM services, we may

experience larger than expected future losses and may never become profitable.

Moreover, there is a substantial risk that we may not

be able to successfully commercialize our iRWDTM services, which would make it unlikely that we would ever achieve profitability.

believes it has demonstrated its quality and responsiveness in clinical imaging and curation of Real-World Data based upon success in

compiling one of the largest networks of imaging centers (comprised of hospitals, imaging centers and clinics) throughout the United

States covering more than 15 million patients to date.

States covering more than 31 million Patient Records to date.

On the global front, OneMedNet works with hospitals and life science companies

around the world including Ireland, United Kingdom, Ghana, Denmark and South Korea and growing.

We base these claims on our understanding

of our competition in the United States and globally.

However, if we were to lose these relationships with our network of imaging centers

or lose our customers or our competitors’ technology surpasses ours, our competitors could claim a greater market share domestically

or abroad, which could reduce our growth and our profits, which could harm our business, financial position, results of operations and

significant customers represented 53% and 52% of our revenues for 2022 and 2023 respectively, and is expected to continue to represent

a significant portion of our forecasted revenue for 2024.

Healthcare and Siemens Medical Solutions USA, collectively represented 53% and 52% of our revenues in 2023 and 2022, respectively.

Healthcare is expected to continue to represent a significant portion of our forecasted revenue for 2024.

If we fail to maintain and

grow our relationships with Change Healthcare, we could lose a significant portion of our revenue for 2023, which would materially adversely

affect our results of operations and our business.

If OneMedNet were to lose one or more of its significant customers, its revenue may

significantly decline.

In addition, revenue from significant customers may vary from period to period depending on the timing of renewing

existing agreements or entering into new agreements for additional OneMedNet products as well as other unforeseen risks and variables

discussed in this proxy statement/prospectus.

The loss of one or more of OneMedNet’s significant customers could adversely affect

its business, results of operations and financial condition.

You should not rely on our historical relationship with these companies

as an indication of our future performance.

around the world including in Ireland, United Kingdom, , The Netherlands, Denmark, Germany, Canada and South Korea and growing.

these claims on our understanding of our competition in the United States and globally.

However, if we were to lose these relationships

with our network of imaging centers or lose our customers or our competitors’ technology surpasses ours, our competitors could

claim a greater market share domestically or abroad, which could reduce our growth and our profits, which could harm our business, financial

position, results of operations and prospects.

report of our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023 contains an explanatory

paragraph regarding substantial doubt about our ability to continue as a going concern.

stated above, we have experienced net losses in each annual period since inception.

We generated net losses of $10.1 million and $33.8

million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, we had an accumulated deficit of approximately

$101.6 million.

In their audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have expressed

their concern as to our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability

to generate cashflows from operations and obtain financing.

We intend to continue funding our operations through equity and debt financing

arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term.

There can be no assurance that the steps management is taking will be successful.

may encounter difficulties in managing our attempted growth of our business, which could negatively impact our operations.

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our service delivery capacity.

However, we may not be able to execute on these strategies as effectively as anticipated.

to execute on these strategies depends on a number of factors, including, without limitation:

ability to obtain adequate capital resources to complete execute our growth plans;

However, we may not be able to execute these strategies as effectively as anticipated.

Our ability to

execute on these strategies depends on a number of factors, including, without limitation:

ability to obtain adequate capital resources to execute our growth plans;

ability to hire, train and retain skilled managers and personnel, including quality and production personnel, and marketing and commercial

ability to protect our existing and new services by registering and defending our intellectual property rights;

ability to successfully continue to add provider partners to the platform;

ability to successfully add new customers.

the extent we are unable to execute on our growth strategies in accordance with our expectations, this could have a material adverse

effect on our business, financial condition, and future results of operations.

real-world data and real-world evidence business market continues to evolve, is highly competitive, and we may not be successful in competing

in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and

the extent we are unable to execute our growth strategies in accordance with our expectations, this could have a material adverse effect

on our business, financial condition, and future results of operations.

Real World Data and Real World Evidence business market continues to evolve and is highly competitive, and we may not be successful in

competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners

and customers.

Real World Data and Real World Evidence business market in which we compete continues to evolve and is highly competitive.

have focused our efforts on its expertise in clinical imaging innovation solutions that connects healthcare providers and patients and

satisfies a crucial need with the life sciences.

We offer direct access to clinical images and associated contextual patient record.

OneMedNet proved the commercial and regulatory viability of imaging Regulatory Grade Real-World Data (“iRWD TM ”),

a promising emerging market, that exactly matches OneMedNet’s life science partners’ case selection protocol.

OneMedNet has

the immediate ability to quickly search and extensively curate multi-layer data from a federated group of healthcare facilities and to

provide fast access to curated medical images that has proved the commercial and regulatory viability of imaging RWD and covers the complete

value chain in imaging RWD, validated by an increasing federated network of providers.

However, real-world data and real-world evidence

has been increasingly adopted and our current competitors have, and future competitors may have, greater resources than we do and may

also be able to devote greater resources to the development of their current and future technologies.

These competitors also may have

greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties

that may further enhance their resources and competitive positioning.

have focused our efforts on our expertise in clinical imaging innovation solutions that connect healthcare providers and patients and

satisfy a crucial need for the life sciences.

We offer direct access to clinical images and associated contextual patient records.

proved the commercial and regulatory viability of iRWDTM, a promising emerging market, that exactly matches OneMedNet’s life science

partners’ case selection protocol.

OneMedNet has the immediate ability to quickly search and extensively curate multi-layer data

from a federated group of healthcare facilities and to provide fast access to curated medical images that has proved the commercial and

regulatory viability of imaging Real World Data and covers the complete value chain in imaging Real World Data, validated by an increasing

federated network of providers.

However, Real World Data and Real World Evidence has been increasingly adopted, and our current competitors

have, and future competitors may have, greater resources than we do and may also be able to devote greater resources to the development

of their current and future technologies.

These competitors also may have greater access to customers and may be able to establish cooperative

or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning.

in improvements in Real World Data and Real World Evidence curation by competitors may materially adversely affect the sales, pricing

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position, and these commitments will be made without knowing whether such investments will result in products potential customers will

There is no assurance we will successfully identify new customer requirements, develop and bring our real-world data and real-world

evidence to market on a timely basis, or that products and technologies developed by others will not render our real-world data and real-world

evidence obsolete or noncompetitive, any of which would adversely affect our business and operating results.

There is no assurance we will successfully identify new customer requirements, develop and bring our Real World Data and Real

World Evidence to market on a timely basis, or that products and technologies developed by others will not render our Real World Data

and Real World Evidence obsolete or noncompetitive, any of which would adversely affect our business and operating results.

we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.

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our business and operating strategies.

material breach in security relating to the Company’s information systems and regulation related to such breaches, cyber-attacks,

or other disruptions could adversely affect the Company, expose us to liability and affect our business and reputation.

security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the

Internet, and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other

external parties, some of which may be linked to terrorist organizations or hostile foreign governments.

Cybersecurity attacks are becoming

more sophisticated and include malicious software, ransomware, attempts to gain unauthorized access to data and other electronic security

breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information

and corruption of data, substantially damaging the Company’s reputation.

Any person who circumvents the security measures could

steal proprietary or confidential information or cause interruptions in the Company’s operations.

are increasingly dependent on our information technology systems and infrastructure for our business.

We, our collaborators and our service

providers collect, store, and transmit sensitive information including intellectual property, proprietary business information, and personal

information in connection with our business operations.

The secure maintenance of this information is critical to our operations and

business strategy.

Some of this information could be an attractive target of criminal attack by third parties with a wide range of motives

and expertise, including organized criminal groups, “hacktivists,” disgruntled current or former employees, nation-state

and nation-state supported actors, and others.

Cyber-attacks are of ever-increasing levels of sophistication, and despite our security

measures, our information technology and infrastructure may be vulnerable to such attacks or may be breached, including due to employee

error or malfeasance.

have implemented information security measures to protect our systems, proprietary information, and sensitive data against the risk of

inappropriate and unauthorized external use and disclosure and other types of compromise.

However, despite these measures, and due to

the ever-changing information cyber-threat landscape, we cannot guarantee that these measures will be adequate to detect, prevent or

mitigate security breaches and other incidents and we may be subject to data breaches through cyber-attacks, malicious code (such as

viruses and worms), phishing attacks, social engineering schemes, and insider theft or misuse.

Any such breach could compromise our networks,

and the information stored there could be accessed, modified, destroyed, publicly disclosed, lost or stolen.

If our systems become compromised,

we may not promptly discover the intrusion.

security breach or other incident, whether real or perceived, could cause us to suffer reputational damage.

Such incidents could result

in costs to respond to, investigate and remedy such incidents, notification obligations to affected individuals, government agencies,

credit reporting agencies and other third parties, legal claims or proceedings, and liability under our contracts with other parties

and federal and state laws that protect the privacy and security of personal information.

The Company’s failure to prevent security

breaches, or well-publicized security breaches affecting the Internet in general, could significantly harm the Company’s reputation

and business and financial results.

we are unable to adequately protect or expand our intellectual property related to our current or future products, our business prospects

could be harmed.

success, competitive position and future revenues will depend in part on our ability to obtain and maintain intellectual property protection

for our products, methods, processes and other technologies, to preserve our trade secrets, to prevent third parties from infringing

on our proprietary rights and to operate without infringing the proprietary rights of third parties.

will be able to protect our proprietary intellectual property rights from unauthorized use by third parties only to the extent that our

proprietary rights are effectively maintained as trade secrets.

Our industry involves complex legal and factual questions, and, therefore,

we cannot predict with certainty whether we will be able to ultimately enforce our proprietary intellectual property rights.

any intellectual property rights that may be challenged, invalidated or circumvented, and may not provide us with the protection against

competitors that we anticipate.

The degree of future protection for our proprietary intellectual property rights is uncertain because

legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage.

we fail to comply with the extensive legal and regulatory requirements affecting the health care industry, we could face increased costs,

penalties and a loss of business.

activities, and the activities of our collaborators, partners and third-party providers, are subject to extensive government regulation

and oversight both in the United States and in foreign jurisdictions.

The FDA and comparable agencies in other jurisdictions directly

regulate many of our most critical business activities, including product manufacturing, advertising and promotion, product distribution,

adverse event reporting and product risk management.

States increasingly have been placing greater restrictions on the marketing practices

of healthcare companies and have instituted pricing disclosure and other requirements for companies in the health sciences industry.

In addition, health sciences companies have been the target of lawsuits and investigations alleging violations of government regulations,

including claims asserting submission of incorrect pricing information, improper promotion of products, payments intended to influence

the referral of federal or state healthcare business, submission of false claims for government reimbursement, antitrust violations,

violations of the U.S.

Foreign Corrupt Practices Act, the U.K.

Bribery Act and similar anti-bribery or anti-corruption laws, or violations

related to environmental matters.

There is also enhanced scrutiny of company-sponsored patient assistance programs, including insurance

premium and co-pay assistance programs and donations to third-party charities that provide such assistance.

Violations of governmental

regulation by us, our customers, and our partners may be punishable by criminal and civil sanctions, including damages, fines and penalties

and exclusion from participation in government programs.

Actions taken by federal or local governments, legislative bodies and enforcement

agencies with respect to these legal and regulatory compliance matters could also result in reduced demand for our products.

ensure that our compliance controls, policies, and procedures will in every instance protect us from acts committed by our employees,

collaborators, partners or third-party providers that would violate the laws or regulations of the jurisdictions in which we operate.

Whether or not we have complied with the law, an investigation into alleged unlawful conduct could increase our expenses, damage our

reputation, divert management time and attention and adversely affect our business, and any settlement of these proceedings could result

in significant payments by us.

Risks relating to compliance with laws and regulations may be heightened as we continue to expand our

global operations, which may result in additional regulatory burdens and obligations.

collection, use, and disclosure of personal information is subject to U.S.

state and federal privacy and security regulations, and our

failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational

privacy and security of personal information stored, maintained, received, or transmitted, including electronically, is a major issue

Numerous federal and state laws and regulations, including state privacy, data security and breach notification

laws, federal and state consumer protection and employment laws, the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”),

as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the Genetic Information Nondiscrimination

Act of 2008, govern the collection, dissemination, use, and confidentiality of personal information, including genetic, biometric, and

health information.

These laws and regulations are increasing in complexity and number, may change frequently, and sometimes conflict.

Penalties for violations of these laws vary but can be severe.

we strive to comply with all applicable privacy and security laws and regulations, including our own posted privacy policies, these laws

and regulations continue to evolve, and any failure or perceived failure to comply may result in proceedings or actions against us by

government entities or others or could cause us to lose customers, which could have a material adverse effect on our business.

there has been an increase in public awareness of privacy issues in the wake of revelations about the data collection activities of various

government agencies and in the number of private privacy-related lawsuits filed against companies.

Concerns about our practices with

regard to the collection, use, retention, disclosure, or security of personal information or other privacy-related matters, even if unfounded

and even if we are in compliance with applicable laws, could damage our reputation and harm our business.

operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.

operations could be adversely affected by events outside of our control, such as natural disasters, wars, health epidemics such as the

ongoing COVID-19 pandemic, and other calamities .

We cannot assure you that any backup systems will be adequate to protect us from

the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks

or similar events.

COVID-19 pandemic, and other calamities .

We cannot assure you that any backup systems will be adequate to protect us from the

effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or

similar events.

Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures

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our ability to provide services.

financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially

and adversely affect our business, financial condition, and results of operations.

recent years, the United States and global economies suffered dramatic downturns as the result of the COVID-19 pandemic, a deterioration

in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility

in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations

The United States and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these

extreme market and economic conditions by providing liquidity and stability to the financial markets.

If the actions taken by these governments

are not successful, the return of adverse economic conditions may negatively impact the demand for iRWD TM offering and may

negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

The impact of recent changes to United States trade policy, particularly as it relates to our workforce

in Canada, may have a negative effect on our business if access to our platform in the United States is restricted for support and ongoing

ability to utilize our net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations.

general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its

ability to use its pre-change net operating loss carryforwards (“NOLs”), to offset future taxable income.

The limitations

apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point

change (by value) in its equity ownership by certain stockholders over a three-year period.

If we have experienced an ownership change

at any time since our incorporation, we may already be subject to limitations on our ability to utilize our existing NOLs and other tax

attributes to offset taxable income or tax liability.

In addition, the Business Combination and future changes in our stock ownership,

which may be outside of our control, may trigger an ownership change.

Similar provisions of state tax law may also apply to limit our

use of accumulated state tax attributes.

As a result, even if we earn net taxable income in the future, our ability to use these or our

pre-change NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which

could potentially result in increased future income tax liability to us.

general, under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” is subject to

limitations on its ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income.

An “ownership change” is generally defined as a greater than 50 percentage point change (by value) in its equity ownership

by certain stockholders over a three-year period.

If we have experienced an ownership change at any time since our incorporation, we

may already be subject to limitations on our ability to utilize our existing NOLs and other tax attributes to offset taxable income or

tax liability.

In addition, the Business Combination and future changes in our stock ownership, which may be outside of our control,

may trigger an ownership change.

Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes.

As a result, even if we earn net taxable income in the future, our ability to use these or our pre-change NOL carryforwards and other

tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased

future income tax liability to us.

The Company has not yet conducted a formal study of whether, or to what extent, past changes in control

of the Company impacts its ability to utilize NOL carryforwards because such NOL carryforwards cannot be utilized until the Company achieves

profitability.

is also a risk that changes in law or regulatory changes made in response to the need for some jurisdictions to raise additional revenue

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and (c) damage to third parties (e.g., our vendors), our infrastructure or properties caused by fires, floods and other natural

disasters, power losses, telecommunications failures, terrorist attacks, riots, cyberattacks, public health crises such as the current

COVID-19 pandemic (and other future pandemics or epidemics), human errors and similar events.

As a result of the COVID-19 outbreak, or

similar pandemics, we have and may in the future experience disruptions that could severely impact our business and the business of our

disasters, power losses, telecommunications failures, terrorist attacks, riots, cyberattacks, public health crises such as the COVID-19

pandemic (and other future pandemics or epidemics), human errors and similar events.

As a result of the COVID-19 outbreak, or similar

pandemics, we have and may in the future experience disruptions that could severely impact our business and the business of our customers.

insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks.

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maintain cybersecurity insurance and our insurance providers may take the position that our coverage, under present circumstances, does

not extend to business interruptions as they relate to the COVID-19 pandemic.

In addition, we may not be able to maintain adequate insurance

in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as

favorable as our current arrangements.

The occurrence of a significant uninsured claim or a claim in excess of the insurance coverage

limits maintained by us could have a material adverse effect on our business, financial condition and results of operations.

Related to Being a Public Company

management has limited experience in operating a public company.

executive officers have limited experience in the management of a publicly traded company.

Our management team may not successfully or

effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations

under federal securities laws.

Their limited experience in dealing with the increasingly complex laws pertaining to public companies

could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which

will result in less time being devoted to the management and growth of our Company.

We may not have adequate personnel with the appropriate

level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required

of public companies in the United States.

The development and implementation of the standards and controls necessary for us to achieve

the level of accounting standards required of a public company in the United States may require costs greater than expected.

It is possible

that we will be required to expand our employee base and hire additional employees to support our operations as a public company which

will increase our operating costs in future periods.

will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business,

financial condition and results of operations.

will face increased legal, accounting, administrative and other costs and expenses as a public company that legacy OneMedNet Corporation

did not incur as a private company.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements

of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer

Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges,

impose additional reporting and other obligations on public companies.

Compliance with public company requirements will increase costs

and make certain activities more time-consuming.

A number of those requirements will require us to carry out activities we have not done

For example, we have created new Board committees and adopted new internal controls and disclosure controls and procedures.

In addition, expenses associated with SEC reporting requirements will be incurred.

Furthermore, if any issues in complying with those

requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control

over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely

affect our reputation or investor perceptions of it.

It may also be more expensive to obtain director and officer liability insurance.

Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our

Board or as executive officers.

The additional reporting and other obligations imposed by these rules and regulations will increase legal

and financial compliance costs and the costs of related legal, accounting and administrative activities.

These increased costs will require

us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives.

efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further

increase costs.

securities or industry analysts do not publish or cease publishing research or reports about us, our business, or the market in which

we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities

could decline.

trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about

us, our business, market or competitors.

Securities and industry analysts do not currently, and may never, publish research on us.

no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted.

any of the analysts who may cover us change their recommendation regarding our shares of Common Stock adversely, or provide more favorable

relative recommendations about our competitors, the price of our shares of Common Stock would likely decline.

If any analyst who may

cover us were to cease our coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets,

which in turn could cause our share price or trading volume to decline.

not extend to business interruptions.

In addition, we may not be able to maintain adequate insurance in the future at rates we consider

reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements.

The occurrence of a significant uninsured claim or a claim in excess of the insurance coverage limits maintained by us could have a material

adverse effect on our business, financial condition and results of operations.

are subject to risks related to holding bitcoin, the price of which has been, and will likely continue to be, highly volatile

began strategically investing in bitcoin during 2024 and may use our cash and cash equivalents to purchase more bitcoin in the future.

Bitcoin is a highly volatile asset that has traded below $41,000 per bitcoin and above $103,000 per bitcoin during 2024.

bitcoin does not pay interest or other returns and so the ability to generate a return on investment in bitcoin will largely depend on

whether there is appreciation in the market price of bitcoin following our purchases of bitcoin.

bitcoin exposes us to various risks, including the following:

is a highly volatile asset, and fluctuations in the price of bitcoin may influence our financial results and the market price of

our common shares;

and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty;

historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating

to bitcoin holdings;

to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues

may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset

classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of the bitcoin we own;

emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative

impact on the price of bitcoin and adversely affect our business;

holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us

to the same extent as cash and cash equivalents;

we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our

bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of

our bitcoin and our financial condition and results of operations could be materially adversely affected;

may face risks relating to the custody of bitcoin, including the loss or destruction of private keys required to access our bitcoin

and cyberattacks or other data loss relating to our bitcoin; and

change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment

Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our common shares.

Related to Our Common Stock

Common Stock may be subject to extreme volatility.

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The trading price of our Common Stock may be affected by a number of factors, including events described

in the risk factors set forth in this prospectus and in our periodic reports filed with the SEC from time to time, as well as our operating

results, financial condition and other events or factors.

Any of the factors listed below could have a material adverse effect on your

investment in our securities.

in this section entitled, “Risk Factors” and in our other periodic reports filed with the SEC from time to time, as well

as our operating results, financial condition and other events or factors.

Any of the factors listed below could have a material adverse

effect on your investment in our securities.

Factors affecting the trading price of our securities may include:

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operating results or development efforts failing to meet the expectation of securities analysts or investors in a particular period;

or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be

similar to it;

or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar

in the market’s expectations about our operating results or the Real World Data and Real World Evidence industry;

of competitors’ actual or perceived development efforts;

in financial estimates and recommendations by securities analysts concerning the Company or the real-world data and real-world

evidence industry in general;

in financial estimates and recommendations by securities analysts concerning the Company or the Real World Data and Real World Evidence

industry in general;

and share price performance of other companies that investors deem comparable to the Company;

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volume of shares of Common Stock available for public sale;

level of demand for our Common Stock, including the amount of short interest in our stock;

major change in our Board or management;

of substantial amounts of the shares of Common Stock by our directors, executive officers or significant stockholders or the

perception that such sales could occur;

expiration of contractual lock-up agreements with our executive officers, directors and stockholders, which we have entered into and

may enter into in the future from time to time;

level of demand for our Common Stock, including the amount of short interest in our Common Stock;

major change in our Board of Directors or management;

of substantial amounts of shares of our Common Stock by our directors, executive officers or significant stockholders or the perception

that such sales could occur;

expiration of contractual lock-up agreements with our executive officers, directors and certain stockholders, which we have entered

into and may enter into in the future from time to time;

economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of

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and our ability to obtain additional financing in the future.

certain periods of volatility in the market price of our securities, we may become subject of securities litigation.

certain periods of volatility in the market price of our securities, we may become subject to securities litigation.

We have experienced,

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costs and a diversion of management’s attention and resources.

business model is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, which could be

dilutive to stockholders.

If we cannot raise additional capital when needed, our operations and prospects could be materially and adversely

are currently listed on The Nasdaq Capital Market.

If we are unable to maintain listing of our securities on Nasdaq or any stock exchange,

our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and

it may be more difficult for our stockholders to sell their securities.

our Common Stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the exchange’s minimum

listing requirements or those of any other national exchange.

If we are unable to maintain listing on Nasdaq or if a liquid market for

our Common Stock does not develop or is sustained, our Common Stock may remain thinly traded.

March 12, 2025, the Company received written notice (the “MVLS Nasdaq Notice”) from Nasdaq indicating that for the preceding

31 consecutive business days, the market value of the Company’s listed securities (“MVLS”) did not maintain a minimum

market value of $35,000,000 (the “Minimum MVLS Requirement”) as required by Nasdaq Listing Rule 5550(b)(2).

Nasdaq also noted

that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum stockholders’

equity of $2.5 million, and Nasdaq Listing Rule 5550(b)(3), which requires listed companies to maintain a minimum of $500,000 of net

income from continuing operations.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar

days, or until September 8, 2025, to regain compliance with the Minimum MVLS Requirement.

Compliance could have been achieved if the

Company’s MVLS closed at $35,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance

period, in which case Nasdaq would notify the Company of its compliance and the matter would be closed.

the Company does not regain compliance with the Minimum MVLS Requirement by September 8, 2025, Nasdaq would have provided written notification

to the Company that its Common Stock was subject to delisting.

At that time, the Company could have appealed the relevant delisting determination

to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

addition, on April 10, 2025, the Company received a separate notice (the “Bid Price Notice”) from Nasdaq indicating that

the Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in

compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing

Rule 5550(a)(2) (the “Bid Price Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of

180 calendar days, or until October 7, 2025, to regain compliance with the Bid Price Rule.

To regain compliance, the minimum bid price

of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar

day grace period.

In the event the Company does not regain compliance with the Bid Price Rule by October 7, 2025, the Company may be

eligible for an additional 180-calendar day compliance period.

To qualify, the Company will be required to meet the continued listing

requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the

exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second

compliance period, by effecting a reverse stock split, if necessary.

If the Company meets these requirements, Nasdaq will inform the

Company that it has been granted an additional 180 calendar days.

However, if it appears to Nasdaq that the Company will not be able

to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject

to delisting.

notices from Nasdaq described above have no immediate effect on the Company’s continued listing on the Nasdaq Capital Market or

the trading of the Company’s Common Stock, subject to the Company’s compliance with the other continued listing requirements.

The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on

the Nasdaq Capital Market.

There can be no assurance that the Company will be successful in maintaining the listing of its Common Stock

on the Nasdaq Capital Market.

listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange.

reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its

exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may

occur, each of which could have a material adverse effect on our stockholders:

liquidity of our Common Stock;

market price of our Common Stock;

ability to obtain financing for the continuation of our operations;

number of institutional and general investors that will consider investing in our Common Stock;

number of investors in general that will consider investing in our Common Stock;

number of market makers in our Common Stock;

availability of information concerning the trading prices and volume of our Common Stock;

number of broker-dealers willing to execute trades in shares of our Common Stock.

principal stockholders will continue to have significant influence over the election of our Board of Directors and approval of any significant

corporate actions, including any sale of the Company.

founders, executive officers, directors, and other principal stockholders, in the aggregate, beneficially own a majority of our outstanding

These stockholders currently have, and likely will continue to have, significant influence with respect to the election of our

Board of Directors and approval or disapproval of all significant corporate actions.

The concentrated voting power of these stockholders

could have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.

could be subject to securities class action litigation.

the past, securities class action litigation has often been brought against companies following a decline in the market price of their

In 2020, 22% of securities class action litigation filings were against defendants in the health technology and services

sector, which accounted for 22% of new filings.

If we face such litigation, it could result in substantial costs and a diversion of management’s

attention and resources, which could harm our business.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market

price for our Common Stock and trading volume could decline.

trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about

us or our business.

If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who

covers us downgrades our Common Stock or publishes inaccurate or unfavorable research about our business, the market price for our Common

Stock would likely decline.

If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly,

we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Common Stock

do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares of Common Stock for

return on your investment.

have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term.

foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate

paying any cash dividends on our stock.

Accordingly, investors must be prepared to rely on sales of their shares after price appreciation

to earn an investment return, which may never occur.

Investors seeking cash dividends should not purchase our shares.

Any determination

to pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results of operations,

financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems

sales of substantial amounts of our Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock,

either by us or by our existing stockholders, or the possibility that such sales could occur, could adversely affect the market price

of our Common Stock.

sales in the public market of shares of our Common Stock or securities convertible into or exchangeable or exercisable for shares of

Common Stock, shares held by our existing stockholders or shares issued upon exercise of our outstanding stock options or warrants, or

the perception by the market that these sales could occur, could lower the market price of our Common Stock or make it difficult for

us to raise additional capital.

are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make

our Common Stock less attractive to investors.

are an “emerging growth company,” as defined in the JOBS Act.

For as long as we continue to be an emerging growth company,

we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies, including, among other things, exemption from compliance with the auditor attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million

as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1 billion in non-convertible debt

during the prior three-year period.

addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those

standards apply to private companies.

We may elect not to avail ourselves of this exemption from new or revised accounting standards

and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.

investors find our Common Stock less attractive as a result, there may be a less active trading market for our common stock and our share

price may be more volatile.

Anti-takeover

provisions contained in our certificate of incorporation and bylaws as well as provisions of Delaware law could impair a takeover attempt.

certificate of incorporation, bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying

or preventing an acquisition deemed undesirable by our Board of Directors.

Our corporate governance documents include provisions:

“blank check” preferred stock, which could be issued by our Board of Directors without stockholder approval and may contain

voting, liquidation, dividend, and other rights superior to our Common Stock;

the liability of, and providing indemnification to, our directors and officers;

the ability of our stockholders to call and bring business before special meetings;

advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates

for election to our Board of Directors;

the procedures for the conduct and scheduling of Board of Directors and stockholder meetings;

our Board of Directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled

special meetings.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware

corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which

prevents some stockholders holding more than 15% of our outstanding Common Stock from engaging in certain business combinations without

approval of the holders of substantially all of our outstanding Common Stock.

provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control

could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the

price that some investors are willing to pay for our Common Stock.

Related to Being a Public Company

management has limited experience in operating a public company.

executive officers have limited experience in the management of a publicly traded company.

Our management team may not successfully or

effectively manage the significant regulatory oversight and reporting obligations under federal securities laws to which we are now subject

now that we are a public company.

Their limited experience in dealing with the increasingly complex laws pertaining to public companies

could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which

will result in less time being devoted to the management and growth of our Company.

We may not have adequate personnel with the appropriate

level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required

of public companies in the United States.

The development and implementation of the standards and controls necessary for us to achieve

the level of accounting standards required of a public company in the United States may require costs greater than expected.

It is possible

that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which

will increase our operating costs in future periods.

have incurred and will continue to incur significant increased expenses and administrative burdens as a public company, which could have

an adverse effect on our business, financial condition and results of operations.

currently face and will continue to face increased legal, accounting, administrative and other costs and expenses as a public company

that Legacy ONMD did not incur as a private company.

The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules

and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules

and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges,

impose additional reporting and other obligations on public companies.

Compliance with public company requirements has increased and

will continue to increase costs and make certain activities more time-consuming.

A number of those requirements will require us to carry

out activities we have not done previously.

For example, we have created new Board of Directors committees and adopted new internal controls

and disclosure controls and procedures.

In addition, expenses associated with SEC reporting requirements have been and will continue

to be incurred.

Furthermore, if any issues in complying with those requirements are identified (the auditors identified

a material weakness and significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying

those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it.

It may also be more

expensive to obtain director and officer liability insurance.

Risks associated with our status as a public company may make it more difficult

to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

The additional reporting and other

obligations imposed by these rules and regulations has increased and will continue to increase legal and financial compliance costs and

the costs of related legal, accounting and administrative activities.

These increased costs have required and will continue to require

us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives.

efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further

increase costs.

have identified material weaknesses in our internal control over financial reporting, and if our remediation of these material weaknesses

is not effective, or if we fail to maintain an effective system of internal controls over financial reporting in the future, we may not

be able to accurately or timely report our financial condition or operating results, which may adversely affect our business.

October 2024, we identified material weaknesses in our internal controls over financial reporting related to user access/segregation

of duties, lack of a formalized control environment and oversight of controls over financial reporting, error in accounting for non-routine

transactions, and lack of record keeping.

Upon re-evaluation of the effectiveness of our internal control over financial reporting as

of December 31, 2024, management has determined that, as of December 31, 2024, we did not maintain effective internal control over financial

We cannot assure you that we will adequately remediate the material weaknesses or that additional material weaknesses in our

internal controls will not be identified in the future.

Any failure to maintain or implement required new or improved controls, or any

difficulties we encounter in their implementation, could result in additional material weaknesses, or could result in material misstatements

in our financial statements.

Such misstatements have resulted in the restatement of the financial statements included in this Annual

Report, and misstatements could result in future restatements of our financial statements, cause us to fail to meet our reporting obligations

in addition to stock exchange listing requirements, cause investors to lose confidence in our reported financial information, result

in a decline in our stock price, and cause us to be subject to litigation or regulatory enforcement actions.

are in the process of remediating the identified material weaknesses in our internal controls, but we are unable at this time to estimate

when the remediation efforts will be completed.

If we fail to remediate these material weaknesses, there will continue to be an increased

risk that our future financial statements could contain errors that will be undetected.

We cannot assure you that the measures we have

taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

The potential

consequences of any material weakness could have a material adverse effect on our business, results of operations and financial condition.

Further and continued determinations that there are material weaknesses in the effectiveness of our internal controls could impact the

operations of our business, including our ability to obtain financing, impact the cost of any financing we obtain or require additional

expenditures of resources to comply with applicable requirements.

business model is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, and any additional

capital we do raise through issuances of equity securities could be dilutive to stockholders.

If we cannot raise additional capital when

needed, our operations and prospects could be materially and adversely affected.

can be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures.

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Related to Our Warrants

may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrantholders.

public Warrants are currently exercisable for one share of Common Stock at a price of $11.50 per share.

We have the ability to redeem

outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price

of Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading

day prior to the date we send the notice of redemption to Warrantholders and provided certain other conditions are met.

If and when the

Warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities

for sale under all applicable state securities laws.

As a result, we may redeem the Warrants, as set forth above even if the holders

are otherwise unable to exercise the Warrants.

of the outstanding Warrants could force Warrantholders (i) to exercise their Warrants and pay the exercise price therefor at a time when

it may be disadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise wish

to hold their Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption,

we expect would be substantially less than the market value of their Warrants.

None of the private placement Warrants will be redeemable

by us so long as they are held by the Sponsor or its permitted transferees.

may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders.

Public Warrants (as defined below) are currently exercisable for one share of Common Stock at a price of $11.50 per share.

ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last

reported sales price of Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending

on the third trading day prior to the date we send the notice of redemption to Warrant holders and provided certain other conditions

If and when the Warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or

qualify the underlying securities for sale under all applicable state securities laws.

As a result, we may redeem the Warrants, as set

forth above even if the holders are otherwise unable to exercise the Warrants.

of the outstanding Warrants could force Warrant holders (i) to exercise their Warrants and pay the exercise price therefor at a time

when it may be disadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise

wish to hold their Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for

redemption, we expect would be substantially less than the market value of their Warrants.

None of the private placement warrants will

be redeemable by us so long as they are held by Data Knights, LLC, a Delaware limited liability company (the “Sponsor”),

or its permitted transferees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors