--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-109857" form_type: "8-K" ticker: "ONMD" cik: "0001849380" company_name: "OneMedNet Corp" filed_at: "2023-10-18T23:59:59+00:00" generated_at: "2026-06-09T21:59:54.132095+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.78 calibrated_materiality_score: 0.78 confidence: "high" source: SEC EDGAR --- # Stockholders approve OneMedNet merger; $17.9M redeemed, trust drops to ~$1.1M ## Summary - All 7 proposals at special meeting passed, including Merger Agreement adoption and Nasdaq issuance approval. - 1,614,148 shares redeemed at ~$11.12 per share, removing ~$17.9 million from trust. - Only ~$1.1 million remains in trust after redemptions. - Eight directors elected for post-combination board: Erkan Akyuz, Eric Casaburi, Julianne Huh, Paul Casey, Thomas Kosasa, Jeffrey Yu, Robert Golden, R. Scott Holbrook. - 2022 Equity Incentive Plan and charter amendments (supermajority voting) also approved. ## SEC filing metadata - accession: 0001104659-23-109857 - form_type: 8-K - ticker: ONMD - cik: 0001849380 - company_name: OneMedNet Corp - filed_at: 2023-10-18T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.78 - calibrated_materiality_score: 0.78 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/tm2328689d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-109857 - JSON: https://secwatch.observer/filing/0001104659-23-109857.json - Plain text: https://secwatch.observer/filing/0001104659-23-109857.txt ## Key facts - Shareholder Votes OneMedNet Corp shareholders approved Approval of 2022 Equity Incentive Plan at the 2023-10-17 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 6 : To approve the 2022 Equity Incentive Plan (the “Incentive Plan Proposal”). The voting results for the Incentive Plan Proposal were as follows: For Against Abstain 4,520,354 170,211 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval of supermajority voting requirement to amend certain Articles of the Certificate of Incorporation (Article Amendment Requirement) at the 2023-10-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 4B : To approve the addition to the Company’s Certificate of Incorporation of a super majority voting requirement (the “Article Amendment Requirement”) to amend Articles V (Board of Directors), VI (Stockholders), VII (Liability and Indemnification; Corporate Opportunity), VIII (Business Combinations), IX (Exclusive Forum), and Article X (Amendments) of the Third Amended and Restated Certificate of Incorporation. The voting results for the Article Amendment Requirement were as follows: For Against Abstain 4,520,354 170,211 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval of Third Amended and Restated Certificate of Incorporation upon closing of Business Combination (Charter Amendment Proposal) at the 2023-10-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 4 : To approve the Third Amended and Restated Certificate of Incorporation, which shall become effective upon the closing of the Business Combination (the “Charter Amendment Proposal”), including (i) the addition of a supermajority voting requirement to amend the Surviving Corporation’s Bylaws, and (ii) the addition of a supermajority voting requirement to amend Articles V (Board of Directors), VI (Stockholders), VII (Liability and Indemnification; Corporate Opportunity), VIII (Business Combinations), IX (Exclusive Forum), and Article X (Amendments) to the Third Amended and Restated Certificate of Incorporation. The voting results for the Charter Amendment Proposal were as follows: For Against Abstain 4,520,354 170,211 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Election of eight directors to serve following consummation of Business Combination at the 2023-10-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 5 : To elect eight directors to serve on the Company’s board of directors following the consummation of the Business Combination until the 2024 annual meeting of Stockholders, in the case of Class I directors, the 2025 annual meeting of Stockholders, in the case of Class II directors, and the 2026 annual meeting of Stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal”). The voting results for the Director Election Proposal were as follows: Director For Withheld Erkan Akyuz (Class I) 4,685,885 4,680 Eric Casaburi (Class I) 4,685,885 4,680 Dr. Julianne Huh (Class II) 4,685,885 4,680 Paul Casey (Class II) 4,685,885 4,680 Dr. Thomas Kosasa (Class II) 4,685,885 4,680 Dr. Jeffrey Yu (Class III) 4,525,916 164,649 Robert Golden (Class I) 4,685,885 4,680 R. Scott Holbrook (Class III) 4,685,885 4,680 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval to adjourn the Special Meeting if necessary to permit further solicitation and vote (Adjournment Proposal) at the 2023-10-17 meeting. - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 7 : To approve adjourning the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting (the “Adjournment Proposal”). The voting results for the Adjournment Proposal were as follows: For Against Abstain 4,680,323 10,242 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval of supermajority voting requirement to amend Bylaws (Bylaw Amendment Requirement) at the 2023-10-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 4A : To approve the addition to Company’s Certificate of Incorporation of a super majority voting requirement to amend the Surviving Corporation’s Bylaws (the “Bylaw Amendment Requirement”), as contained in the Third Amended and Restated Certificate of Incorporation. The voting results for the Bylaw Amendment Requirement were as follows: For Against Abstain 4,520,354 170,211 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval and adoption of the Merger Agreement and the transactions contemplated thereby (Business Combination Proposal) at the 2023-10-17 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 2 : To approve and adopt the Merger Agreement and approve the transactions contemplated thereby (the “Business Combination Proposal”). The voting results for the Business Combination Proposal were as follows: For Against Abstain 4,680,323 10,242 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval of amendment to the Charter to remove the redemption limitation at the 2023-10-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 1 : To approve an amendment to the Second Amendment to the Second Amended and Restated Certificate of Incorporation (the “Charter”) effective prior to the consummation of the Business Combination, to remove from the Charter the redemption limitation contained under Section 9.2(a) preventing the Company from closing a business combination if it would have less than $5,000,0001 of net tangible assets (the “NTA Proposal”). The voting results for the NTA Proposal were as follows: For Against Abstain 4,590,735 5,562 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm - Shareholder Votes OneMedNet Corp shareholders approved Approval of issuance of more than 20% of issued and outstanding Class A common stock and resulting change in control in connection with the Business Combination (Nasdaq Proposal) at the 2023-10-17 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-10-17 source text: Proposal 3 : To approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination (the “Nasdaq Proposal”). The voting results for the Nasdaq Proposal were as follows: For Against Abstain 4,680,323 10,242 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849380/000110465923109857/0001104659-23-109857-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.