OneMedNet Corp
For the period ended Sep 30, 2024. Filed Dec 17, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Dec 17, 2024
ONMD$5.14+23.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-12-11.
0001493152-24-049637
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-12-17.
0001493152-24-050454
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 97 previous paragraphs and 91 current paragraphs.
52 unchanged; 28 reworded; 11 added; 14 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Our research and development expense decreased $0.1 million, or 26%, to $0.3 million for the three months ended September 30, 2024 from $0.4 million for the three months ended September 30, 2023. The decrease is primarily due to a decrease in professional fees of $56 thousand and software and hosting expenses of $20 thousand.
Current report
The change in fair value of Warrants during the three months ended September 30, 2024 was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Current report
The change in fair value of PIPE Notes during the three months ended September 30, 2024 was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Current report
Change in Fair Value of Bitcoin
Current report
The change in fair value of Bitcoin during the three months ended September 30, 2024 relates to the mark-to-market adjustment of Bitcoin, which we began strategically investing in using excess cash from our private placement transactions. During the three months ended September 30, 2023, we did not have any Bitcoin holdings.
Current report
Comparison of the nine months ended September 30, 2024 and 2023
Current report
The change in fair value of Warrants during the nine months ended September 30, 2024 was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Current report
The change in fair value of PIPE Notes during the nine months ended September 30, 2024 was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Current report
Change in Fair Value of Bitcoin
Current report
The change in fair value of Bitcoin during the nine months ended September 30, 2024 relates to the mark-to-market adjustment of Bitcoin, which we began strategically investing in using excess cash from our private placement transactions. During the nine months ended September 30, 2023, we did not have any Bitcoin holdings.
Current report
Net cash and cash equivalents used in investing activities during the nine months ended September 30, 2024 consisted of a $2.8 million investment in Bitcoin and $28 thousand of purchased property and equipment, which are partially offset by a $0.5 million sale of Bitcoin.
Removed paragraphs (14)
Previous report
The change in fair value of Warrants was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Previous report
The change in fair value of PIPE Notes was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Previous report
Comparison of the six months ended June 30, 2024 and 2023
Previous report
Our sales & marketing expense decreased $88 thousand, or 15%, to $483 thousand for the six months ended June 30, 2024 from $571 thousand for the six months ended June 30, 2023. The decrease is primarily due to a decrease in salaries and benefits of $206 thousand and consulting expense of $14 thousand, which are partially offset by increases in trade shows of $83 thousand, dues and subscriptions of $31 thousand, and software of $15 thousand.
Previous report
The change in fair value of Warrants was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Previous report
The change in fair value of PIPE Notes was due to the closing of the Business Combination and the resulting fluctuations in the market price of shares of Common Stock*.*
Previous report
Non-GAAP Financial Measure
Previous report
In addition to providing financial measurements based on U.S. GAAP, we provide an additional financial metric that is not prepared in accordance with U.S. GAAP (a “non-GAAP financial measure”). We use this non-GAAP financial measure, in addition to U.S. GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance. This non-GAAP financial measure is Adjusted EBITDA, as discussed below.
Previous report
We believe that this non-GAAP financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies. We also believe that this non-GAAP financial measure enables investors to evaluate our operating results and future prospects in the same manner as we do. This non-GAAP financial measure may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective of our ongoing operating results.
Previous report
This non-GAAP financial measure should not be viewed as a substitute for a U.S. GAAP financial measure and may be different from a similarly titled non-GAAP financial measure used by other companies. Furthermore, there are limitations inherent in the non-GAAP financial measure because it excludes charges and credits that are required to be included in a U.S. GAAP presentation. Accordingly, the non-GAAP financial measure does not replace the presentation of our U.S. GAAP financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with U.S. GAAP. U.S. GAAP net loss is the closest comparable U.S. GAAP measure used.
Previous report
We consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. We define Adjusted EBITDA as U.S. GAAP net loss excluding the following items: interest expense; income tax expense; depreciation and amortization of tangible assets; stock-based compensation; Business Combination transaction expenses; and other non-recurring items that may arise from time to time.
Previous report
The non-GAAP adjustments, and our basis for excluding them from our non-GAAP financial measure, are outlined below:
Previous report
The following table reconciles U.S. GAAP net loss to Adjusted EBITDA during the three months ended June 30, 2024 and 2023 (in thousands):
Previous report
The following table reconciles U.S. GAAP net loss to Adjusted EBITDA during the six months ended June 30, 2024 and 2023 (in thousands):
Reworded paragraphs (28)
Previous wording
Other (income) expenses, net, primarily includes the changes in fair value of convertible debt and change in fair value of PIPE Notes for which we have elected the fair value option of accounting. Convertible notes payable, which include convertible promissory notes, PIPE Notes issued to related parties and the Yorkville Note, including accrued interest and contingently issuable warrants, contain embedded derivatives, including settlement of the contingent conversion features, which require bifurcation and separate accounting. Accordingly, we have elected to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These debt instruments were initially recorded at fair value as liabilities and are subsequently re-measured at fair value on our condensed consolidated balance sheet at the end of each reporting period and at settlement, as applicable. Other income or expenses, net, also includes changes in fair value of loan extensions, deferred underwriting fees and warrants which are treated as liability instruments measured at fair value for accounting purposes, initially recorded at fair value and subsequently re-measured to fair value on our condensed consolidated balance sheets at the end of each reporting period. The changes in the fair value of these debt and liability instruments are recorded in changes in fair value, included as a component of other (income) expenses, net, in the condensed consolidated statements of operations.
Current wording
Other (income) expenses, net, primarily includes the changes in fair value of convertible debt and change in fair value of PIPE Notes for which we have elected the fair value option of accounting. Convertible notes payable, which include convertible promissory notes, PIPE Notes issued to related parties and the Yorkville Note, including accrued interest and contingently issuable warrants, contain embedded derivatives, including settlement of the contingent conversion features, which require bifurcation and separate accounting. Accordingly, we have elected to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These debt instruments were initially recorded at fair value as liabilities and are subsequently re-measured at fair value on our condensed consolidated balance sheet at the end of each reporting period and at settlement, as applicable. Other income or expenses, net, also includes changes in fair value of loan extensions, deferred underwriting fees, Bitcoin and warrants which are treated as liability instruments measured at fair value for accounting purposes, initially recorded at fair value and subsequently re-measured to fair value on our condensed consolidated balance sheets at the end of each reporting period. The changes in the fair value of these debt and liability instruments are recorded in changes in fair value, included as a component of other (income) expenses, net, in the condensed consolidated statements of operations.
Previous wording
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the three months ended June 30, 2024, overall revenue increased by 31% compared to the prior year period. The primary driver for the subscription revenue decrease was because of the planned discontinuation of this platform in 2025. As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our customers leading to decreased revenue for the three months ended June 30, 2024. The primary driver for the web imaging revenue increase was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the three months ended June 30, 2024.
Current wording
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the three months ended September 30, 2024, overall revenue decreased by 56% compared to the prior year period. The primary driver for the subscription revenue decrease was because of the planned discontinuation of this platform in 2025. As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our customers leading to decreased revenue for the three months ended September 30, 2024. The primary driver for the web imaging revenue decrease was due to lower deliveries during the three months ended September 30, 2024.
Previous wording
For the three months ended June 30, 2024, our cost of revenue as a percentage of revenue increased by 12% compared to the prior year period. The increase is primarily driven by lower subscription revenues and higher iRWD consulting costs as we transition away from the BEAM platform to focus on our iRWD product.
Current wording
For the three months ended September 30, 2024, our cost of revenue as a percentage of revenue increased by 69% compared to the prior year period. The increase is primarily driven by lower overall revenues and higher iRWD consulting costs as we transition away from the BEAM platform to focus on our iRWD product.
Previous wording
Our general and administrative expense increased $1.1 million, or 175%, to $1.7 million for the three months ended June 30, 2024 from $0.6 million for the three months ended June 30, 2023. The increase is primarily due to an increase in professional fees of $0.7 million from being a public company (e.g. higher legal, audit and consulting fees), and a commitment fee of $0.5 million from the SEPA, which are partially offset by a decrease in stock compensation expense of $24 thousand and other miscellaneous office expenses of $31 thousand.
Current wording
Our general and administrative expense increased $0.6 million, or 42%, to $1.9 million for the three months ended September 30, 2024 from $1.3 million for the three months ended September 30, 2023. The increase is primarily due to an increase in professional fees of $1.0 million from being a public company (e.g. higher legal, audit and consulting fees) and salaries and benefits of $0.1 million, which are partially offset by a decrease in stock compensation expense of $0.6 million and other miscellaneous office expenses of $35 thousand.
Previous wording
Our sales & marketing expense decreased $58 thousand, or 19%, to $253 thousand for the three months ended June 30, 2024 from $311 thousand for the three months ended June 30, 2023. The decrease is primarily due to a decrease in salaries and benefits of $122 thousand and consulting fees of $26 thousand, which are partially offset by increases in trade shows of $56 thousand, dues and subscriptions of $16 thousand, and software of $17 thousand.
Current wording
Our sales & marketing expense decreased $0.1 million, or 42%, to $0.1 million for the three months ended September 30, 2024 from $0.2 million for the three months ended September 30, 2023. The decrease is primarily due to a decrease in consulting expenses of $76 thousand and salaries and benefits of $58 thousand, which are partially offset by increases in software expenses of $17 thousand and dues and subscriptions of $16 thousand.
Previous wording
During the three months ended June 30, 2024, interest expense was primarily comprised of interest expense on loans made from related parties (Management and Directors) and interest expense on the remaining $0.5 million of deferred underwriter fees payable. During the three months ended June 30, 2023, we did not incur any interest expense.
Current wording
During the three months ended September 30, 2024, interest expense was primarily comprised of interest expense on loans made from related parties (Management and Directors) and interest expense on the remaining $0.4 million of deferred underwriter fees payable that is payable in cash. During the three months ended September 30, 2023, we did not incur any interest expense.
Previous wording
The change in fair value of derivative liability during the three months ended June 30, 2024 relates to the mark-to-market adjustment of the SEPA put option derivative liability.
Current wording
The change in fair value of derivative liability during the three months ended September 30, 2024 relates to the mark-to-market adjustment of the SEPA put option derivative liability, which was determined to have no value as of September 30, 2024.
Previous wording
Stock warrant expense during the six months ended June 30, 2023 was due to the Convertible Promissory Notes Warrants, which was most accurately portrayed as an issuance cost related to the Convertible Promissory Notes*.*
Current wording
During the three months ended September 30, 2024, we did not incur any stock warrant expense. Stock warrant expense during the three months ended September 30, 2023 was due to the Convertible Promissory Notes Warrants, which was most accurately portrayed as an issuance cost related to the Convertible Promissory Notes*.*
Previous wording
The following tables set forth our condensed consolidated statements of operations data for the six months ended June 30, 2024 and 2023:
Current wording
The following tables set forth our condensed consolidated statements of operations data for the periods presented:
Previous wording
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the six months ended June 30, 2024, overall revenue increased by 34%. The primary driver for the immaterial change in subscription revenue was because of the planned discontinuation of this platform in 2025. As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our customers leading to an immaterial increase for the six months ended June 30, 2024. The primary driver for the web imaging revenue increase was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the six months ended June 30, 2024.
Current wording
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the nine months ended September 30, 2024, overall revenue decreased by 9%. The primary driver for the decrease in subscription revenue was because of the planned discontinuation of this platform in 2025. As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our customers leading to an immaterial increase for the nine months ended September 30, 2024. The primary driver for the web imaging revenue increase was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the nine months ended September 30, 2024.
Previous wording
For the six months ended June 30, 2024, our cost of revenue as a percentage of revenue decreased by 10%. The decrease is primarily driven by significant sales growth for our iRWD product, coupled with stable BEAM revenue prior to our planned discontinuation of the platform in 2025. The overall increase in cost of revenue is primarily due to an increase in salaries and benefits, software costs and iRWD consulting and data costs.
Current wording
For the nine months ended September 30, 2024, our cost of revenue as a percentage of revenue increased by 22%. The increase is primarily driven by the decrease in BEAM revenue due to our planned discontinuation of the platform in 2025. In addition, due to our enhanced focus on the iRWD product, we have incurred increased iRWD data and consulting costs during the nine months ended September 30, 2024.
Previous wording
Our general and administrative expense increased $1.9 million, or 164%, to $3.1 million for the six months ended June 30, 2024 from $1.2 million for the six months ended June 30, 2023. The increase is primarily due to an increase in professional fees of $1.3 million from being a public company (e.g. higher legal, audit and consulting fees), a commitment fee of $0.5 million from the SEPA, salaries and benefits of $0.1 million, and bad debt expense of $0.1 million, which are partially offset by a decrease in other miscellaneous office expenses of $0.1 million.
Current wording
Our general and administrative expense increased $2.5 million, or 99%, to $4.9 million for the nine months ended September 30, 2024 from $2.5 million for the nine months ended September 30, 2023. The increase is primarily due to an increase in professional fees of $2.3 million from being a public company (e.g. higher legal, audit and consulting fees), a commitment fee of $0.5 million from the SEPA, salaries and benefits of $0.2 million, and bad debt expense of $0.1 million, which are partially offset by a decrease in stock compensation expense of $0.6 million.
Previous wording
Our research and development expense decreased $0.3 million, or 29%, to $0.8 million for the six months ended June 30, 2024 from $1.2 million for the six months ended June 30, 2023. The decrease is primarily due to a decrease in stock compensation expense of $0.4 million, which is partially offset by an increase in salaries and benefits of $0.1 million.
Current wording
Our sales & marketing expense decreased $0.2 million, or 23%, to $0.6 million for the nine months ended September 30, 2024 from $0.8 million for the nine months ended September 30, 2023. The decrease is primarily due to a decrease in salaries and benefits of $0.3 million, which is partially offset by an increase in trade shows of $0.1 million.
Previous wording
Our research and development expense decreased $0.2 million, or 34%, to $0.4 million for the three months ended June 30, 2024 from $0.6 million for the three months ended June 30, 2023. The decrease is primarily due to a decrease in stock compensation expense of $159 thousand, and professional fees of $61 thousand, which are partially offset by an increase in salaries and benefits of $30 thousand.
Current wording
Our research and development expense decreased $0.4 million, or 28%, to $1.1 million for the nine months ended September 30, 2024 from $1.5 million for the nine months ended September 30, 2023. The decrease is primarily due to a decrease in stock compensation expense $0.4 million.
Previous wording
During the six months ended June 30, 2024, interest expense was primarily comprised of interest expense on loans made from related parties (Management and Directors) and interest expense on the remaining $0.5 million of deferred underwriter fees payable. During the six months ended June 30, 2023, we did not incur any interest expense.
Current wording
During the nine months ended September 30, 2024, interest expense was primarily comprised of interest expense on loans made from related parties (Management and Directors) and interest expense on the remaining $0.4 million of deferred underwriter fees payable that is payable in cash. During the nine months ended September 30, 2023, we did not incur any interest expense.
Previous wording
The change in fair value of Yorkville Note during the six months ended June 30, 2024 was due to the Yorkville Note issued in June 2024 and the resulting fluctuations of the market price of shares of Common Stock.
Current wording
The change in fair value of Yorkville Note during the nine months ended September 30, 2024 was due to the Yorkville Note issued in June 2024 and the resulting fluctuations of the market price of shares of Common Stock.
Previous wording
The change in fair value of convertible promissory notes was due to the closing of the Business Combination and the resulting fluctuations of the market price of shares of Common Stock*.*The Legacy ONMD Convertible Promissory Notes were converted at the closing of the Business Combination and were no longer outstanding during the six months ended June 30, 2024.
Current wording
The change in fair value of convertible promissory notes was due to the closing of the Business Combination and the resulting fluctuations of the market price of shares of Common Stock*.*The Legacy ONMD Convertible Promissory Notes were converted at the closing of the Business Combination and were no longer outstanding during the nine months ended September 30, 2024.
Previous wording
Stock warrant expense during the three months ended June 30, 2024 was due to the Helena Termination Warrants, which was considered a cost to terminate the Helena SPA*.*
Current wording
Stock warrant expense during the nine months ended September 30, 2024 was due to the Helena Termination Warrants, which was considered a cost to terminate the Helena SPA*.*
Previous wording
Stock warrant expense during the three months ended June 30, 2023 was due to the Convertible Promissory Notes Warrants, which was most accurately portrayed as an issuance cost related to the Convertible Promissory Notes*.*
Current wording
Stock warrant expense during the nine months ended September 30, 2023 was due to the Convertible Promissory Notes Warrants, which was most accurately portrayed as an issuance cost related to the Convertible Promissory Notes*.*
Previous wording
As of June 30, 2024, our principal sources of liquidity were proceeds from related party investors and our revolving line of credit and cash received from customers.
Current wording
As of September 30, 2024, our principal sources of liquidity were proceeds from related party investors and private placement transactions and cash received from customers.
Previous wording
Our net cash and cash equivalents used in operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation expense, changes in fair value of liability classified financial instruments, and as well as changes in operating assets and liabilities. The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to contract performance obligations. This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the performance obligation.
Current wording
Our net cash and cash equivalents used in operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation expense, changes in fair value of financial instruments, and as well as changes in operating assets and liabilities. The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to contract performance obligations. This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the performance obligation.
Previous wording
Net cash used in operating activities was $3.1 million during the six months ended June 30, 2024. Net cash used in operating activities was due to our net loss of $5.7 million, which is offset by non-cash items of $1.4 million, primarily consisting of stock-based compensation of $0.2 million, change in fair value of Yorkville Note of $0.8 million, change in fair value of derivative liability of $0.2 million, non-cash interest expense of $0.1 million, and cash from operating assets and liabilities of $1.3 million due to the timing of cash payments to vendors and cash receipts from customers.
Current wording
Net cash used in operating activities was $5.0 million during the nine months ended September 30, 2024. Net cash used in operating activities was due to our net loss of $7.8 million, which is offset by non-cash items of $1.2 million, primarily consisting of stock-based compensation of $0.4 million, change in fair value of Yorkville Note of $0.6 million, change in fair value of Bitcoin of $0.1 million, non-cash interest expense of $0.1 million, and cash from operating assets and liabilities of $1.5 million due to the timing of cash payments to vendors and cash receipts from customers.
Previous wording
By comparison, the Company’s net cash used in operating activities was $2.0 million during the six months ended June 30, 2023. Net cash used in operating activities for the six months ended June 30, 2023 was due to our net loss of $17.4 million, which is offset by non-cash items of $15.0 million, primarily consisting of the change in fair value of convertible debt of $10.3 million, stock warrant expense of $4.1 million and stock-based compensation expense of $0.6 million, and cash from operating assets and liabilities of $0.5 million due to the timing of cash payments to vendors and cash receipts from customers.
Current wording
By comparison, the Company’s net cash used in operating activities was $3.1 million during the nine months ended September 30, 2023. Net cash used in operating activities for the nine months ended September 30, 2023 was due to our net loss of $31.3 million, which is offset by non-cash items of $27.7 million, primarily consisting of the change in fair value of convertible debt of $17.9 million, stock warrant expense of $8.4 million and stock-based compensation expense of $1.4 million, and cash from operating assets and liabilities of $0.5 million due to the timing of cash payments to vendors and cash receipts from customers.
Previous wording
Our investing activities have consisted primarily of property and equipment purchases.
Current wording
Our investing activities have consisted primarily of property and equipment purchases and Bitcoin holdings.
Previous wording
Net cash and cash equivalents used in investing activities during the six months ended June 30, 2024 and 2023 consisted of $7 thousand of purchased property and equipment.
Current wording
Net cash and cash equivalents used in investing activities during the nine months ended September 30, 2023 consisted of $28 thousand of purchased property and equipment.
Previous wording
Net cash provided by financing activities was $3.7 million for the six months ended June 30, 2024, which primarily consisted of $1.9 million of proceeds received from related party loans, $1.4 million of proceeds received from the issuance of Yorkville Note, and $0.5 million of proceeds from our revolving line of credit.
Current wording
Net cash provided by financing activities was $9.2 million for the nine months ended September 30, 2024, which primarily consisted of $6.3 million of net proceeds received from three private placement transactions, $2.0 million of proceeds received from related party loans (net of $0.2 million of repayments) and $1.4 million of proceeds received from the issuance of the Yorkville Note. These increases are partially offset by repayments of $0.1 million to settle a portion of our deferred underwriter fees payable and repurchases of Common Stock.
Previous wording
By comparison, the Company’s net cash provided by financing activities was $2.0 million for the six months ended June 30, 2023, which primarily consisted of $2.1 million of proceeds from the issuance of convertible promissory notes, and $0.6 million of proceeds received from related party loans, offset by $0.7 million of Business Combination costs paid.
Current wording
By comparison, the Company’s net cash provided by financing activities was $3.4 million for the nine months ended September 30, 2023, which primarily consisted of $3.9 million of proceeds from the issuance of convertible promissory notes, and $0.7 million of proceeds received from related party loans, offset by $1.2 million of Business Combination costs paid.
Previous wording
For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K/A, the notes to our audited financial statements appearing in the Form 10-K/A, and the notes to the financial statements appearing elsewhere in this Report. There have been no material changes to these critical accounting policies and estimates through June 30, 2024 from those discussed in the Form 10-K/A.
Current wording
For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K/A, the notes to our audited financial statements appearing in the Form 10-K/A, and the notes to the financial statements appearing elsewhere in this Report. Except as described in this Report, there have been no material changes to these critical accounting policies and estimates through September 30, 2024 from those discussed in the Form 10-K/A.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Change in Fair Value of Derivative Liability
Previous report — wording carried elsewhere
The change in fair value of derivative liability during the six months ended June 30, 2024 relates to the mark-to-market adjustment of the SEPA put option derivative liability.
Previous report — wording carried elsewhere
Stock warrant expense during the six months ended June 30, 2024 was due to the Helena Termination Warrants, which was considered a cost to terminate the Helena SPA*.*