OneMedNet Corp

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

OneMedNet Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Stockholder:

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of OneMedNet Corporation (the “Annual Meeting”). The Annual Meeting will be held on Thursday, December 19, 2024, at 11:00 a.m. Central Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting https://www.cstproxy.com/onemednet/2024, where you will be able to listen to the Annual Meeting live, submit questions, and vote.

You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review the important information contained in the proxy materials on the internet and how to request to receive a printed copy of our proxy materials. The Notice also tells you how to vote on the internet prior to the Annual Meeting.

Your vote is important. We hope you will attend the Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may submit your vote three ways: first, as indicated above, you may vote on the internet prior to the meeting; second, you may vote by mail, if you timely request to receive printed copies of these proxy materials in the mail; finally, you may vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at https://www.cstproxy.com/onemednet/2024 and can be found in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?” in the proxy statement.

Very truly yours,

/s/ Dr. Jeffrey Yu, MD

Dr. Jeffrey Yu, MD Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Pursuant to rules adopted by the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials via the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at https://www.cstproxy.com/onemednet/2024 or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2024:

This Notice, our proxy statement, and our 2023 annual report are available at

https://www.cstproxy.com/onemednet/2024.

By Order of the Board of Directors of OneMedNet Corporation,

/s/ Robert Golden

Robert Golden Interim Chief Financial Officer and Corporate Secretary

Eden Prairie, Minnesota

TABLE OF CONTENTS

OneMedNet Corporation

(800) 918-7189

Proxy Statement

Explanatory Note

On November 7, 2023, OneMedNet Corporation (“OneMedNet,” the “Company,” “we,” “us” or “our”), a Delaware corporation (formerly Data Knights Acquisition Corp. (“Data Knights”)), consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger, dated April 25, 2022 (the “Merger Agreement”), by and among Data Knights, Data Knights Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Data Knights (“Merger Sub”), OneMedNet Solutions Corporation (formerly OneMedNet Corporation (“Legacy ONMD”)), Data Knights, LLC, a Delaware limited liability company (“Sponsor”) and Paul Casey, in his capacity as the Seller Representative. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.”

In connection with the closing of the Business Combination, Merger Sub merged with and into Legacy ONMD (the “Merger”), with Legacy ONMD surviving the Merger as a wholly-owned subsidiary of Data Knights. As a result of the Merger and the Business Combination, holders of Data Knights common stock automatically received shares of OneMedNet common stock, $0.0001 par value per share (“Common Stock”), and holders of Data Knights warrants automatically received warrants of OneMedNet with substantively identical terms. Also in connection with the closing of the Business Combination, all shares of Data Knights owned by the Sponsor (consisting of shares of Class A common stock and shares of Class B common stock) automatically converted into an equal number of shares of Common Stock, and private placement warrants held by the Sponsor automatically converted into warrants to purchase one share of Common Stock with substantively identical terms.

As of the closing of the Business Combination, among other holders, public stockholders owned 98,178 shares of Common Stock representing approximately 0.35% of the then-outstanding shares of Common Stock; the Sponsor and its affiliates owned approximately 15.1% of the then-outstanding shares of Common Stock (inclusive of shares received upon conversion of the Sponsor’s loan); securityholders of Legacy ONMD owned approximately 61.992% of the then-outstanding shares of Common Stock from the conversion of their shares; private placement investors owned approximately 0.46% of the then-outstanding shares of Common Stock, and former convertible note holders owned approximately 16.24% of the then-outstanding shares of Common Stock resulting from the issuance of 5,238,800 shares of Common Stock upon conversion of their notes.

Following the closing of the Business Combination, Data Knights changed its name to “OneMedNet Corporation” and Legacy ONMD was renamed “OneMedNet Solutions Corporation,” with the securityholders of Legacy ONMD becoming securityholders of the Company. Unless the context otherwise requires, references to “the Company,” “we,” “us” and “our” refer to OneMedNet Corporation prior to the closing of the Business Combination and to the post-combination company and its consolidated subsidiaries following the Business Combination, and “Data Knights” refers to the business of Data Knights Acquisition Corp. prior to the Business Combination.

The Notice, this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our Annual Report on Form 10-K/A for the year ended December 31, 2023 (our “Annual Report”), were first made available to stockholders on or about November 7, 2024.