What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-15 compared with 2024-04-09 · 9 added, 55 removed, 8 unchanged (89% of the section changed)

1 unchanged sentence

Information for Common Stock and Warrants

Common Stock is traded on The Nasdaq Global Select Market under the symbol “ ONMD ”.

Our Public Warrants, each entitling the holder to purchase one share of our Common Stock are traded on traded on The Nasdaq Global Select

Market under the symbol “ONMDW”.

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”.

of our Common Stock

of April 15, 2025, 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 be held in trust by

other entities.

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

The number of holders of record also does not include beneficial owners of shares that are held in trust by other entities.

have never paid or declared any cash dividends on our Common Stock, and we do not anticipate paying any cash dividends in the foreseeable

Purchases of Equity Securities

were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange

Act of 1934, during the quarter ended December 31, 2023.

are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide

1 unchanged sentence

Sales of Unregistered Securities

June 28, 2023, the Company executed a Securities Purchase Agreement for PIPE financing in the aggregate original principal amount of

$1,595,744.70 and a purchase price of $1.5 million.

Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell

to each of Thomas Kosasa, Dr.

Jeffrey Yu, Aaron Green and Steve Kester (the “PIPE Investors”), a new series of senior secured

convertible notes (the “PIPE Notes”), which Notes shall be convertible into shares of Common Stock at the PIPE Investors

election at the conversion price (rounded to the nearest 1/100th of one cent) which shall be computed as the lesser of:

with respect to a conversion pursuant to Section 4.1 of the Securities Purchase Agreement (discussed below), the lesser of:

per share equal to the product of (x) 100% less the Discount and (y) the lowest per share purchase price of the Equity Securities issued

in the Next Equity Financing;

and (ii) $2.50 per share;

with respect to a conversion pursuant to Section 4.2 (discussed below), (relating to payment at maturity) or Section 4.3, $2.50 per share.

The Securities Purchase agreement provided that the PIPE Investors’ $1.5 million investment in the PIPE Notes would close and fund

contemporaneous to the Closing of the Business Combination.

4.1 of the Securities Purchase Agreement provides that the principal balance and unpaid accrued interest on each Note will automatically

convert into the PIPE Conversion Shares upon the closing of the Next Equity Financing (“Next Equity Financing” means the

next sale or series of related sales by the Company of its Common Stock in one or more offerings relying on Section 4(a)(2) of the Securities

Act or Regulation D thereunder for exemption from the registration requirements of Section 5 of the Securities Act, from which the Company

receives gross proceeds of not less than US$5,000,000 (excluding, for the avoidance of doubt, the aggregate principal amount of the Notes).

4.2 of the Securities Purchase Agreement provides that in the event of a Corporate Transaction or the repayment of such Note, at the

closing of a corporate transaction, the holder of each Note may elect that either:

(a) the Company will pay the holder of such Note an

amount equal to the sum of (x) the outstanding principal balance of such Note, and (y) a premium equal to 20% of the outstanding principal

balance of such Note (which premium, is in lieu of all accrued and unpaid interest due on such Note);

or (b) such Note will convert into

that number of Conversion Shares equal to the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding

principal balance and unpaid accrued interest of such Note on a date that is no more than five days prior to the closing of such corporate

transaction by (y) the applicable Conversion Price.

Notwithstanding

the foregoing, any sale (or series of related sales) of the Company’s Equity Securities to a special purpose acquisition company

will not be deemed a “Next Equity Financing.

Notwithstanding the foregoing, the Company may, at its option, pay any unpaid accrued

interest on each Note in cash at the time of conversion.

The number of PIPE Conversion Shares the Company issues upon such conversion

will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid

accrued interest under each converting Note on a date that is no more than five days prior to the closing of the Next Equity Financing

by (y) the applicable Conversion Price.

At least five days prior to the closing of the Next Equity Financing, the Company will notify

the holder of each Note in writing of the terms of the Equity Securities that are expected to be issued in such financing.

of PIPE Conversion Shares pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable

to the Equity Securities issued in the Next Equity Financing.

Authorized for Issuance Under Equity Compensation Plans

information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part

III of this Annual Report.

of Securities by the Issuer and Affiliated Purchasers

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, 2024.

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 5. Market for Registrant’s Common Equity