8-K
filed November 13, 2023, 6:59 PM ET
ticker ONMD
CIK 0001849380
M&A
confidence high
sentiment neutral
materiality 1.00
OneMedNet Corp (ONMD): M&A transaction — OneMedNet completes de-SPAC merger with Data Knights; begins trading on Nasdaq
OneMedNet Corp
- Total merger consideration ~$200M; 32.3M shares outstanding as of Nov 8, 2023.
- Former OneMedNet holders own ~62%; Sponsor ~15.1%; convertible note holders ~16.2%; PIPE ~0.46%.
- Public stockholders redeemed 1.6M shares for pro-rata trust proceeds; remaining public hold ~0.35%.
- Executives: CEO Paul Casey ($144K salary); President Aaron Green ($350K salary, 600K RSU); CFO Lisa Embree ($225K salary, 260K RSU).
- PIPE financing of $1.5M closed at closing; senior secured convertible notes convert at lower of $10.00 or 92.5% of VWAP.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OneMedNet Corp: Adopted Amended and Restated Bylaws effective as of the Closing Date.
- Change
- bylaw amendment
Exact text from the filing
OneMedNet adopted the Third Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OneMedNet Corp: Data Knights ceased being a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, Data Knights ceased being a shell company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OneMedNet Corp: Adopted a new Code of Business Conduct and Ethics (effective 2023-11-09).
- Change
- code of ethics
- Effective
- 2023-11-09
Exact text from the filing
On November 9, 2023, the Company adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OneMedNet Corp: Adopted Third Amended and Restated Certificate of Incorporation effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
OneMedNet adopted the Third Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
OneMedNet Corp underwent a change of control involving Data Knights Acquisition Corp. (closed 2023-11-07).
- Action
- change of control
- Counterparty
- Data Knights Acquisition Corp.
- Closing
- 2023-11-07
Exact text from the filing
On November 7, 2023, following the approval at the special meeting of the shareholders of Data Knights Acquisition Corp., a Delaware corporation held on October 17, 2023 (the “ Special Meeting ”), Data Knights Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”) and a wholly-owned subsidiary of Data Knights Acquisition Corp., a Delaware corporation (“ Data Knights ”), consummated a merger (the “ Merger ”) with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation (“ OneMedNet ”) pursuant to an agreement and plan of merger, dated as of April 25, 2022 (the “ Merger Agreement ”), by and among Data Knights, Merger Sub, OneMedNet, Data Knights, LLC, a Delaware limited liability company (“ Sponsor ” or “ Purchaser Representative ”) in its capacity as the representative of the stockholders of Data Knights, and Paul Casey in his capacity as the representative of the stockholders of OneMedNet (“ Seller Representative ”).
View on SEC.gov
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