As filed with the Securities and Exchange Commission on April 16, 2024 Registration No. 333-276130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) Delaware 3721 86-2049355 (Primary Standard Industrial Classification Code Number) OneMedNet Corporation 6385 Old Shady Oak Road, Suite 250 Eden Prairie, MN 55344 Telephone: 800-918 ...

As filed with the Securities and Exchange Commission on April 16, 2024 Registration No. 333-276130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) Delaware 3721 86-2049355 (Primary Standard Industrial Classification Code Number) OneMedNet Corporation 6385 Old Shady Oak Road, Suite 250 Eden Prairie, MN 55344 Telephone: 800-918 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-40386 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpora ...

As filed with the Securities and Exchange Commission on December 15, 2023 Registration No. 333-[__] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3721 86-2049355 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) OneMedNet Cor ...

As filed with the Securities and Exchange Commission on December 15, 2023 Registration No. 333-[__] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3721 86-2049355 (Primary Standard Industrial Classification Code Number) If this Form is a post-effective amendment filed purs ...

Financial Performance - Revenue for the nine months ended September 30, 2023, was $680,918, down from $888,970 for the same period in 2022, a decrease of 23.4%[15] - Gross profit for the nine months ended September 30, 2023, was a loss of $131,284, an improvement from a loss of $217,315 in 2022[15] - Operating loss increased to $4,411,406 for the nine months ended September 30, 2023, compared to a loss of $3,754,436 in the same period of 2022[15] - Net loss for the nine months ended September 30, 2023, was $4,957,647, compared to a net loss of $4,057,060 in 2022, reflecting an increase of 22.2%[15] - The company reported a diluted earnings per share of $(0.29) for the nine months ended September 30, 2023, compared to $(0.44) in 2022[15] - Total other income (expense), net, increased by $243,617 or 44.6% from $302,624 for the period ended September 30, 2022, to $546,241 for the nine months ended September 30, 2023[125] - The company reported a net loss of $4,957,647 for the nine months ended September 30, 2023, representing an increase of $900,587 or 18.2% from a net loss of $4,057,060 for the same period in 2022[126] Assets and Liabilities - Total assets increased to $2,937,944 as of September 30, 2023, compared to $1,374,028 as of December 31, 2022, representing a growth of 114%[12] - Cash and cash equivalents increased to $611,822 as of September 30, 2023, from $270,859 at the beginning of the period[19] - Total current liabilities rose to $14,278,386 as of September 30, 2023, compared to $9,808,435 as of December 31, 2022, an increase of 45%[12] - Stockholders' equity (deficit) decreased to $(14,738,338) as of September 30, 2023, from $(10,669,323) as of December 31, 2022[12] - The company reported an accumulated deficit of $36,834,868 as of September 30, 2023, with negative cash flows from operating activities[30] - The company’s accumulated deficit increased to $36,834,868 as of September 30, 2023, from $31,877,221 as of December 31, 2022[127] Cash Flow - Cash flows from operating activities resulted in a net outflow of $(4,712,547) for the nine months ended September 30, 2023, compared to $(4,209,013) in the same period of 2022[19] - The company’s net cash used in operating activities was $4,712,547 for the nine months ended September 30, 2023[129] - The company’s financing activities provided net cash of $5,082,310 for the nine months ended September 30, 2023, primarily from the issuance of convertible promissory notes[129] Mergers and Acquisitions - The merger with OneMedNet Solutions Corporation was completed on November 7, 2023, following shareholder approval on October 17, 2023[24] - The Business Combination was accounted for as a reverse recapitalization, with OneMedNet as the accounting acquirer[25] - The Company raised $1.5 million through PIPE financing, issuing senior secured convertible notes convertible at $10.00 per share or 92.5% of the lowest trading price in the preceding ten days[26] - The Company received net cash of $3,481.53 from the Business Combination and assumed various liabilities totaling $4,675,575[28] - The Company completed a merger with Data Knights Acquisition Corp on November 7, 2023, issuing 20,000,000 shares of common stock to former shareholders of OneMedNet Corporation[87] - The PIPE financing agreement was for an aggregate original principal amount of $1,595,744.70, with a purchase price of $1.5 million, which closed contemporaneously with the Business Combination[94] Research and Development - Research and development expenses increased by $422,787 or 37.3% to $1,133,149 for the nine months ended September 30, 2023, compared to $710,362 at year-end December 31, 2022[124] - The company expects to incur significant operating costs impacting future profitability, including research and development expenses and selling and distribution expenses as it scales operations[119] Market and Competition - OneMedNet has established a federated network of over 95 healthcare facilities, generating regulatory-grade imaging from more than 200 customers[100] - The global Real World Evidence solutions market was valued at $37.2 billion in 2020 and is projected to grow at a CAGR of 7.6% from 2021 to 2028[104] - The pharmaceutical, biotechnology, and medical device companies segment is expected to reach $2,025.7 million by 2028, growing at a CAGR of 15.5% from $739.7 million in 2021[106] - Competition in the Real World Data market is intense, with numerous providers affecting customer acquisition and pricing strategies[107] Operational Plans - Management plans to raise additional working capital through equity or debt offerings to continue operations and research and development[31] - The Company plans to expand into Africa and Asia, with expectations for completion in 2023, although no assurance of the timetable is provided[111] - The Company aims to leverage its extensive provider network and proprietary technology to enhance its market position in the Real World Data sector[113] Internal Controls and Compliance - The company conducted an evaluation of its disclosure controls and procedures as of September 30, 2023, concluding they were effective at a reasonable assurance level[145] - There were no changes in internal control over financial reporting during the fiscal quarter ended September 30, 2023, that materially affected the company's internal control[146] - The management does not expect that disclosure controls or internal controls will prevent all errors and fraud, acknowledging inherent limitations in control systems[147] Legal and Regulatory - As of the report date, there are no legal claims currently pending or threatened against the company that would likely have a material adverse effect on its financial position[150] - There have been no material changes in risk factors from those disclosed in the previous Annual Report for the year ended December 31, 2022[151] - The company reported no unregistered sales of equity securities during the fiscal quarter[152] - The company has not experienced any defaults upon senior securities during the reporting period[153] Miscellaneous - The company has a CEBA loan of $44,330, which is interest-free until December 31, 2023, with potential forgiveness of $14,776 if repaid by that date[44] - The company has incurred depreciation and amortization expenses of $19,529 for the period ended September 30, 2023[43] - The total expense recognized for share-based payments was $20,132 for the period ending September 30, 2023, and $45,584 for the year ended December 31, 2022[59] - The company has a month-to-month lease for a suite at a cost of $575 per month, incurring rent expenses of $5,666 for the period ended September 30, 2023[64] - The company has $2,059,975 of SPAC-related expenses recorded as receivable to be received at the close of the merger[65] - The company has outstanding principal balances on convertible promissory notes of $13,865,000 as of September 30, 2023, compared to $9,990,000 as of December 31, 2022[72] - The company generated federal and state net operating losses (NOL) of approximately $21 million and $23 million, respectively, which will begin to expire in 2030[82] - The company recognized a full valuation allowance against net deferred tax assets due to uncertainty in realizing related benefits[81] - The company established allowances of $102,700 for accounts receivable as of December 31, 2022, indicating a focus on credit risk management[66] - The company issued 1,550,000 warrants attached to convertible notes during the period ending September 30, 2023, with a weighted average remaining contractual life of 4.74 years[61] - As of September 30, 2023, there were 4,219,848 stock options outstanding with a weighted average exercise price of $0.96 and an intrinsic value of $4,063,156[63] - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[158] - The report was signed by Paul Casey, Chief Executive Officer, on November 20, 2023[164]

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $5,158, with operating expenses of $241,054 and franchise tax expense of $44,400[134]. - For the six months ended June 30, 2023, the company had a net loss of $91,140, with operating expenses totaling $547,356[136]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence[133]. - The company reported a net income of $949,937 for the three months ended June 30, 2022, driven by unrealized gains from marketable securities[135]. Cash and Investments - As of June 30, 2023, the company had cash of $3,438 outside of the Trust Account, down from $30,870 as of December 31, 2022[138]. - The company held investments of $29,978,639 in the Trust Accounts as of June 30, 2023, compared to $29,029,416 as of December 31, 2022[141]. - The company has invested net proceeds from its Initial Public Offering in U.S. government treasury bills and money market funds, minimizing exposure to interest rate risk[170]. Business Combination and Extensions - The company approved a proposal to extend the deadline for completing its initial business combination to May 11, 2024, allowing for up to nine one-month extensions[131]. - The company plans to complete a business combination by August 11, 2023, subject to nine one-month extensions[144]. - At a special meeting, stockholders approved the Trust Amendment Proposal, enabling the company to extend its termination date for the Trust Account[131]. Liabilities and Loans - The company has $3,283,358 in Extension Loans outstanding as of June 30, 2023, compared to $2,545,838 as of December 31, 2022[151]. - As of June 30, 2023, the company had $367,832 in Working Capital Loans outstanding, an increase from $207,081 as of December 31, 2022[148]. - The company has a deferred fee of $4,025,000 payable to underwriters upon completion of a Business Combination[147]. - The company has incurred $60,000 in fees under an agreement to pay an affiliate of the Sponsor for office space and administrative support for the six months ended June 30, 2023 and 2022[146]. Stock Information - As of June 30, 2023, there were 3,316,819 shares of Class A Common Stock outstanding, with 2,731,544 shares subject to possible redemption[167]. - The company has issued 1,378,517 shares of Class B Common Stock to ARC Group Limited as part of an advisor agreement[154]. Regulatory and Accounting Matters - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[168]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023[145].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40386 Data Knights Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 86-2076743 | | --- ...

IPO and Business Combination - Data Knights Acquisition Corp. completed its initial public offering on May 11, 2021, raising gross proceeds of $117.3 million from the sale of 11,500,000 units at $10.00 per unit[20]. - The company has until August 11, 2023, to consummate its initial business combination, having exercised three one-month extensions[22]. - The proposed business combination with OneMedNet Corporation involves an aggregate value of $200 million, subject to adjustments based on net working capital and transaction expenses[23]. - The company aims to target businesses with total enterprise values ranging from $200 million to $1 billion in the tech sector, focusing on revenue and earnings growth potential[28]. - The company has entered into Voting Agreements with stockholders of the target representing approximately 55% of the outstanding voting power to facilitate the business combination[25]. - The company may need additional financing to complete the business combination, which could include issuing additional securities or obtaining debt financing[30]. - Nasdaq rules require that the business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account[31]. - The company intends to complete its initial business combination with a target business that has a fair market value of at least 80% of the assets held in the trust account[60]. - The company may seek additional financing to complete its initial business combination, targeting businesses larger than what can be acquired with the proceeds from its initial public offering[54]. - The Business Combination requires the approval of stockholders under the Merger Agreement and Nasdaq rules, with a majority of outstanding shares needed for approval[81]. - If the Business Combination is not consummated, the company may conduct redemptions without a stockholder vote under SEC tender offer rules[70]. - The company anticipates that its sponsor, officers, and directors may purchase public shares to increase the likelihood of obtaining stockholder approval for the Business Combination[73]. - The company will not complete the initial business combination until the expiration of the tender offer period, which must remain open for at least 20 business days[83]. - The company must ensure that net tangible assets are at least $5,000,001 after any redemptions to avoid being subject to SEC "penny stock" rules[83]. - Stockholder approval is not required for asset purchases or stock purchases not involving a merger, while direct mergers require approval[72]. - If the initial business combination is not completed by August 11, 2023, the company will cease operations and redeem public shares[95]. - The company intends to redeem public shares as soon as reasonably possible following August 11, 2023, if the initial business combination is not completed[107]. - The redemption price for public shares will be equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares, potentially resulting in a per-share price of $10.20[109]. - The company may continue to seek a different target for the initial business combination if the current one is not approved[94]. Financial Position and Performance - The company has $29,029,416 available for an initial business combination as of December 31, 2022, providing options for liquidity events, capital for growth, or debt reduction[50]. - The company reported a net income of $336,658, consisting of realized and unrealized gains and dividends of $1,371,689, offset by operating expenses of $5,103,731[154]. - As of December 31, 2022, the company had cash of $30,870 outside the Trust Account and investments of $29,029,416 held in the Trust Accounts[156][159]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[153]. - The company incurred cash used in operating activities of $940,463 for the year ended December 31, 2022[157]. - The company has not paid any cash dividends on its common stock to date and does not intend to do so prior to the completion of its initial business combination[137]. - The company had $207,081 in outstanding Working Capital Loans as of December 31, 2022, which may be convertible into units at $10.00 per unit[165]. - The company had $2,545,838 in outstanding Extension Loans as of December 31, 2022, related to extending the business combination deadline[167]. - The company incurred $120,000 in fees for office space and administrative support for the year ended December 31, 2022, with a total of $200,000 incurred since inception[163]. - The company has no off-balance sheet financing arrangements or long-term debt obligations as of December 31, 2022[162]. Governance and Management - The board of directors consists of four members, with terms divided into three classes, each serving a three-year term[201]. - The audit committee is composed of independent directors, including Dr. Huh, Mr. Ahmed, and Ms. Undikai, with Ms. Undikai serving as chair[205]. - The compensation committee is also made up of independent directors, with Dr. Huh as chair, and is responsible for reviewing compensation arrangements related to initial business combinations[208]. - The company has established an audit committee charter detailing its principal functions, including oversight of the independent registered public accounting firm[207]. - The company has a Chief Financial Officer, Firdauz Edmin Bin Mokhtar, who has extensive experience in financial management and corporate governance[196]. - Barry Anderson serves as the Chief Executive Officer and has been with the company since its inception, focusing on business development strategies[195]. - The company intends to form a corporate governance and nominating committee as required by law or Nasdaq rules[211]. - The audit committee members are financially literate, and Ms. Undikai qualifies as an "audit committee financial expert" under SEC rules[206]. - The company has no standing nominating committee but allows independent directors to recommend nominees for board selection[211]. - No cash compensation has been paid to any officers for services rendered, except for a monthly payment of $10,000 to an affiliate of the sponsor[216]. - The audit committee reviews all payments made to sponsors, officers, or directors on a quarterly basis[216]. - The company has not established specific minimum qualifications for director nominees, focusing instead on educational background and professional experience[214]. - A Code of Ethics has been adopted for directors, officers, and employees, with copies available on the company's website[215]. - The company intends to disclose any amendments to the Code of Ethics in a Current Report on Form 8-K[215]. - The board considers integrity, professional reputation, and the ability to represent stockholders' interests when evaluating director nominees[214]. - No special compensation or benefit arrangements have been approved for officers and employees outside of standard compensation[216]. - The company does not expect additional controls for reimbursement payments to directors and executive officers[216]. - The board will consider stockholder-recommended director candidates for future elections[213]. Risks and Challenges - The company may face intense competition from other blank check companies and private equity groups, which could limit its ability to acquire larger target businesses[112]. - The lack of business diversification may pose risks as the company focuses on a single industry for its initial business combination[65]. - The company has a material weakness in its internal control procedures for the fiscal year ending December 31, 2022, which may impact its operations[117]. - The company may not be able to complete its initial business combination by the deadline, raising doubts about its ability to continue as a going concern[123]. - The company is required to provide audited financial statements of the prospective target business as part of the tender offer materials, which may limit the pool of potential targets[115]. - The company has obligations under Delaware law to provide for claims of creditors before making distributions to stockholders[107]. - If the initial business combination is not consummated, the company may encounter significant challenges in selecting a suitable target business[123]. - A recent ruling by the Delaware Court of Chancery introduces uncertainty regarding the validity of some authorized and issued shares of Class A Common Stock, which could materially affect the company's business and operations[127]. - The company recognized a material weakness in internal control over financial reporting due to errors in accounting for complex financial instruments[185]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhanced review processes for complex securities[188]. - The company does not expect any material exposure to interest rate risk as its investments are in U.S. government treasury bills or money market funds[179]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[191].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40386 Data Knights Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 86-2076743 | | ...