Form 8-K/A - Current report: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 7, 2023

ONEMEDNET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40386

86-2076743

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6385 Old Shady Oak Road, Suite 250

Eden Prairie, MN 55344

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 800-918-7189

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ONMD	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	ONMDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of OneMedNet Corporation (f/k/a Data Knights Acquisition Corp.) (the “Company”), originally filed by the Company with the Securities and Exchange Commission (“SEC”) on November 13, 2023 (the “Original Report”), in which the Company reported, among other events, the consummation of the Business Combination (as defined in the Original Report) on November 7, 2023.

This Amendment is being filed solely for the purpose of amending the Original Report to include (i) the consolidated financial statements of OneMedNet Solutions Corporation (f/k/a OneMedNet Corporation) (“Legacy OneMedNet”) as of and for the three and nine months ended September 30, 2023 and (ii) the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy OneMedNet as of and for the three and nine months ended September 30, 2023.

This Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Amendment.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The consolidated financial statements of Legacy OneMedNet as of and for the three and nine months ended September 30, 2023, and the related notes thereto, are attached to this Amendment as Exhibit 99.1 and are incorporated herein by reference.

Also attached as Exhibit 99.3 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy OneMedNet as of and for the three and nine months ended September 30, 2023.

(d) Exhibits

Exhibit No.		Description
2.1†		Agreement and Plan of Merger, dated April 25, 2022, by and among Data Knights, Merger Sub, Sponsor, OneMedNet, and Paul Casey (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on April 25, 2022).
3.1*		Third Amended and Restated Certificate of Incorporation of OneMedNet Corporation.
3.2*		Amended and Restated Bylaws of OneMedNet Corporation.
4.1		Warrant Agreement, dated May 6, 2021, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021).
4.2		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021).
4.3		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021).
4.4		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A, filed with the SEC on April 7, 2021).
10.1+		Form of OneMedNet Corporation 2022 Equity Incentive Plan (incorporated by reference to Annex D to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023).
10.2		Form of Registration Rights Agreement by certain OneMedNet equity holders (included as Exhibit G to Annex B to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023).
10.3		Lockup Agreement by certain OneMedNet equity holders (included as Exhibit C to Annex B to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023).
10.4		Sponsor Lock-up Agreement (as incorporated by reference to Exhibit B of Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on April 25, 2022).
10.5		Letter Agreement, dated May 6, 2021, by and between Data Knights, the initial security holders and the officers and directors of Data Knights (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on May 11, 2021)
10.6		Voting Agreement (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K, filed with the SEC on April 25, 2022).
10.7		Sponsor Support Agreement (incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K, filed with the SEC on April 25, 2022).
10.8*+		Employment Agreement between OneMedNet Corporation and Aaron Green, President.
10.9*+		Employment Agreement between OneMedNet Corporation and Lisa Embree, Chief Financial Officer.
10.10*+		Employment Agreement between OneMedNet Corporation and Paul Casey, Chief Executive Officer.
10.11*		Securities Purchase Agreement dated June 28, 2023 with OneMedNet Corporation.
14.1*		Code of Ethics
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Form S-4/A, filed with the SEC on September 21, 2023).
99.1**		Consolidated Financial Statements for OneMedNet Corp for the three and nine months ended September 30, 2023.
99.2*		Unaudited pro forma condensed consolidated combined financial information for the six months ended June 30, 2023 and for the year ended December 31, 2022.
99.3**		Management’s Discussion and Analysis of Financial Condition and Results of Operations for OneMedNet Corp for the three and nine months ended September 30, 2023.
99.4*		Press Release dated November 8, 2023.
99.5*		Press Release dated November 9, 2023
99.6*		Press Release dated November 10, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

** Filed herewith

* Previously filed

+ Indicates a management or compensatory plan.

† Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 22, 2024

	ONEMEDNET CORPORATION

	By:	/s/ Aaron Green
		Aaron Green
		Chief Executive Officer

Exhibit 99.1

ONEMEDNET CORPORATION

INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets	F-1
Unaudited Consolidated Statements of Operations	F-2
Unaudited Consolidated Statements of Changes in Temporary Equity and Stockholders’ Deficit	F-3
Unaudited Consolidated Statements of Cash Flows	F-4
Notes to the Unaudited Consolidated Financial Statements	F-5

ONEMEDNET CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	(Unaudited)			2022
	September 30,
	2023			December 31,
	(Unaudited)			2022
Assets
Current assets:
Cash and cash equivalents	$	612		$	271
Accounts receivable, net of allowance for credit losses of $0 and $125,233 at September 30, 2023 and December 31, 2022, respectively		105			19
Prepaid expenses and other current assets		87			101
Total current assets		804			391
Deferred transaction costs		1,975			815
Property and equipment, net		92			83
Total assets	$	2,871		$	1,289
Liabilities, temporary equity and stockholders’ deficit
Current liabilities:
Accounts payable & accrued expenses	$	1,476		$	1,177
Deferred revenues		412			184
Convertible promissory notes		47,990			24,743
Total current liabilities		49,878			26,104
Convertible promissory notes		-			1,500
Loan, related party		704			-
Other long-term liabilities		44			44
Total liabilities	$	50,626		$	27,648
Commitments and contingencies (Note 11)		-
Temporary equity:
Preferred Series A-2, par value $0.0001, 4,200,000 shares authorized; 3,860,197 and 3,853,797 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		9,650			9,634
Preferred Shares A-1, par value $0.0001, 4,400,000 shares authorized; 3,204,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		8,010			8,010
Total temporary equity		17,660			17,644
Stockholders’ deficit:
Common Stock, par value $0.0001, 100,000,000 shares authorized; 4,850,166 and 4,550,166 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			-
Additional paid-in-capital		23,488			13,657
Accumulated deficit		(88,903	)		(57,660	)
Total stockholders’ deficit		(47,755	)		(26,359	)
Total liabilities, temporary equity, and stockholders’ deficit	$	2,871		$	1,289

The accompanying notes are an integral part of these consolidated financial statements.

F-1

ONEMEDNET CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	2023			2022			2023			2022
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue
Subscription revenue	$	256		$	174		$	595		$	502
Web imaging revenue		70			201			86			387
Total revenue		326			375			681			889
Cost of revenue		293			474			812			1,106
Gross margin		33			(99	)		(131	)		(217	)
Operating expenses
General and administrative		1,308			1,989			2,430			3,951
Sales and marketing		246			257			817			588
Research and development		405			597			1,565			1,088
Total operating expenses		1,959			2,843			4,812			5,627
Loss from operations		(1,926	)		(2,942	)		(4,943	)		(5,844	)
Other expense
Stock warrant expense		4,285			2,513			8,385			5,654
Change in fair value of convertible debt		7,621			3,278			17,872			10,870
Other expense		7			12			43			31
Total other expense		11,913			5,803			26,300			16,555
Net loss	$	(13,839	)	$	(8,745	)	$	(31,243	)	$	(22,399	)

Earnings per share:
Basic and diluted net loss per common share outstanding	$	(2.87	)	$	(2.01	)	$	(6.69	)	$	(5.02	)

Basic and diluted weighted average number of common shares outstanding		4,829,514			4,342,666			4,670,386			4,462,080

The accompanying notes are an integral part of these consolidated financial statements

F-2

ONEMEDNET CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT

(In thousands, except share data)

	Shares		Amount		Shares		Amount		Amount		Shares		Amount		Capital		Deficit			Deficit
	Three and Nine Months Ended September 30, 2023 and 2022
									Total
	Series A-2				Series A-1				Temporary						Additional					Total
	Preferred Stock				Preferred Stock				Equity		Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances as of June 30, 2023		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,750,166	$	-	$	18,405	$	(75,064	)	$	(39,015	)
Issuance of common shares in exchange for services		-		-		-		-		-		100,000		-		-		-			-
Issuance of Series A-2 Preferred Stock		6,400		16		-		-		16		-		-		-		-			16
Issuance of OMN warrants in conjunction with convertible promissory notes		-		-		-		-		-		-		-		4,285		-			4,285
Stock-based compensation expense		-		-		-		-		-		-		-		798		-			798
Net loss		-		-		-		-		-		-		-		-		(13,839	)		(13,839	)
Balances as of September 30, 2023		3,860,197	$	9,650		3,204,000	$	8,010	$	17,660		4,850,166	$	-	$	23,488	$	(88,903	)	$	(47,755	)

Balances as of December 31, 2022		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,550,166	$	-	$	13,657	$	(57,660	)	$	(26,359	)
Issuance of common shares in exchange for services		-		-		-		-		-		300,000		-		-		-			-
Issuance of Series A-2 Preferred Stock		6,400		16		-		-		16		-		-		-		-			16
Issuance of OMN warrants in conjunction with convertible promissory notes		-		-		-		-		-		-		-		8,385		-			8,385
Stock-based compensation expense		-		-		-		-		-		-		-		1,446		-			1,446
Net loss		-		-		-		-		-		-		-		-		(31,243	)		(31,243	)
Balances as of September 30, 2023		3,860,197	$	9,650		3,204,000	$	8,010	$	17,660		4,850,166	$	-	$	23,488	$	(88,903	)	$	(47,755	)

	Three and Nine Months Ended September 30, 2022
									Total
	Series A-2				Series A-1				Temporary						Additional					Total
	Preferred Stock				Preferred Stock				Equity		Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances as of June 30, 2022		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,542,666	$	-	$	7,987	$	(40,864	)	$	(15,233	)
Issuance of OMN warrants in conjunction with convertible promissory notes		-		-		-		-		-		-		-		2,513		-			2,513
Stock-based compensation expense		-		-		-				-		-		-		351		-			351
Net loss		-		-		-				-		-		-		-		(8,745	)		(8,745	)
Balances as of September 30, 2022		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,542,666	$	-	$	10,851	$	(49,609	)	$	(21,114	)

Balances as of December 31, 2021		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,342,666	$	-	$	2,513	$	(27,210	)	$	(7,053	)
Balance		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,342,666	$	-	$	2,513	$	(27,210	)	$	(7,053	)
Issuance of common shares in exchange for services		-		-		-		-		-		200,000		-		-		-			-
Issuance of Series A-2 Preferred Stock		-		-		-		-		-		-		-		-		-			-
Issuance of OMN warrants in conjunction with convertible promissory notes		-		-		-		-		-		-		-		5,654		-			5,654
Issuance of OMN warrants to board of directors		-		-		-		-		-		-		-		1,198		-			1,198
Stock-based compensation expense		-		-		-		-		-		-		-		1,486		-			1,486
Net loss		-		-		-		-		-		-		-		-		(22,399	)		(22,399	)
Balances as of September 30, 2022		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,542,666	$	-	$	10,851	$	(49,609	)	$	(21,114	)
Balance		3,853,797	$	9,634		3,204,000	$	8,010	$	17,644		4,542,666	$	-	$	10,851	$	(49,609	)	$	(21,114	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ONEMEDNET CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	2023			2022
	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(31,243	)	$	(22,399	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		19			16
Stock-based compensation expense		1,446			1,486
Stock warrant expense		8,385			5,654
Board of director warrant expense		-			1,198
Change in fair value of convertible debt		17,872			10,870
Change in operating assets and liabilities:
Accounts receivable		(86	)		(198	)
Prepaid expenses and other current assets		14			(66	)
Accounts payable and accrued expenses		299			280
Deferred revenues		228			(197	)
Net cash used in operating activities		(3,066	)		(3,356	)
Cash flows from investing activities:
Purchases of property and equipment		(28	)		(48	)
Net cash used in investing activities		(28	)		(48	)
Cash flows from financing activities:
Proceeds from issuance of shareholder loans		704			-
Proceeds from issuance of convertible notes		3,875			3,600
Proceeds from issuance of Series A-2 preferred stock		16			-
Data Knights merger transaction costs		(1,160	)		(583	)
Net cash provided by financing activities		3,435			3,017
Net increase (decrease) in cash and cash equivalents		341			(387	)
Cash and cash equivalents at beginning of period		271			699
Cash and cash equivalents at end of period	$	612		$	312

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ONEMEDNET CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023

1. Organization and Operations

OneMedNet Corporation (the “Company”) is a healthcare software company with solutions focused on digital medical image management, exchange, and sharing. The Company was founded in Delaware on October 13, 2009. The Company has been solely focused on creating solutions that simplify digital medical image management, exchange, and sharing. The Company has one wholly owned subsidiary, OneMedNet Technologies (Canada) Inc., incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia whose functional currency is the Canadian dollar. The Company’s headquarters location is Eden Prairie, Minnesota.

Risks and Uncertainties

The Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations, dependence on key personnel, and protection of proprietary technology.

Going Concern and Management’s Plan

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty.

The Company has incurred recurring net losses since its inception, including $31.2 million and $22.4 million for nine months ended September 30, 2023 and 2022, respectively. In addition, the Company had an accumulated deficit of $88.9 million as of September 30, 2023. The Company’s cash balance of $0.6 million is not adequate to fund its operations through at least 12 months from the date these consolidated financial statements were available for issuance. Therefore, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

To continue in existence and expand its operations, the Company will be required to, and management plans to, raise additional working capital through an equity or debt offering and ultimately attain profitable operations to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the consolidated financial statements. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to continue receiving working capital cash payments and generating cash flow from operations.

F-5

2. Summary of Significant Accounting Policies

Basis of Presentation of Unaudited Interim Consolidated Financial Information

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Amendment No. 1 to its Annual Report on Form 10-K/A filed with the SEC on November 4, 2024. The Company’s results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results of operations for the year ending December 31, 2023.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in these notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue such as determining the nature and timing of the satisfaction of performance obligations, allowances for accounts receivable, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

Operating Segments

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased. Cash equivalents consist of money market funds and are carried at cost, which approximates fair value. The balances, at times, may exceed Federal Deposit Insurance Corporation insured limits. The Company believes that, as of September 30, 2023, its risk relating to deposits exceeding federally insured limits was not significant. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

F-6

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are unsecured, recorded at net realizable value, and do not bear interest. Accounts receivable are considered past due if not paid within the terms established between the Company and the customer. Amounts are only written off after all attempts at collections have been exhausted. The Company determines the need for an allowance for credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information. As of September 30, 2023, and December 31, 2022, the Company established allowances for credit losses of $0.1 million and $0, respectively.

The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment from 0 to 90 days from the invoice date. For the nine months ended September 30, 2023 and 2022, there was one customer that accounted for 10% or more of total revenue. The following table represents this customer’s aggregate percent of total revenue:

	2023			2022
	Nine Months Ended September 30,
	2023			2022
Customer 1		62	%		42	%
Aggregate percent of revenue		62	%		42	%

As of September 30, 2023, four customers accounted for more than 10% of the Company’s accounts receivable balance, and two customers accounted for over 10% of the Company’s accounts receivable balance at December 31, 2022. The following table represents these customers’ aggregate percent of total accounts receivable:

	September 30, 2023			December 31, 2022
Customer 1		0	%		40	%
Customer 2		28	%		0	%
Customer 3		23	%		0	%
Customer 4		0	%		32	%
Customer 5		0	%		0	%
Customer 6		14	%		0	%
Customer 7		24	%		0	%
Aggregate percent of total accounts receivable		89	%		72	%
Aggregate Percent of Revenue and Accounts Receivable		89	%		72	%

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. The straight-line method is used for computing depreciation and amortization. Assets are depreciated and amortized over their estimated useful lives ranging from three to five years. Cost of maintenance and repairs are charged to expense when incurred.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated future undiscounted net cash flows from the use of the asset are less than the carrying amount of that asset. There have been no losses for the nine months ended September 30, 2023 and 2022.

F-7

Fair Value Option of Accounting

When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, Accounting Standards Codification (“ASC”) 825, Financial Instruments, allows issuers to elect the fair value option (“FVO”) of accounting for those instruments. The FVO may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. The FVO allows the issuer to account for the entire financial instrument at fair value with subsequent remeasurements of that fair value recorded through the statements of operations at each reporting date. A financial instrument is generally eligible for the FVO if, amongst other factors, no part of the convertible, or contingently convertible, instrument is classified in stockholders’ equity and the instrument does not contain a beneficial conversion feature at issuance. In addition, because a contingent beneficial conversion feature, if any, is not separately recognized within stockholders’ equity at the issuance date, a convertible debt instrument with a contingent beneficial conversion feature is therefore eligible for the FVO if all other criteria are met.

Based on the eligibility assessment discussed above, the Company concluded that its convertible notes payable are eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date.

Convertible promissory notes contain embedded derivatives, which require bifurcation and separate accounting under GAAP, for which the Company elected the FVO for the convertible promissory notes. The convertible debt and accrued interest at their stated interest rates were initially recorded at fair value as liabilities on the consolidated balance sheets and were subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in the fair value of the convertible promissory notes are recorded in changes in fair value of convertible debt, included as a component of other (income) expenses, net, in the consolidated statements of operations. The change in fair value related to the accrued interest components is also included within the respective single line of change in fair value of convertible debt on the consolidated statements of operations. See additional information on valuation methodologies and significant assumptions used in Note 9.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Warrants that meet the definition of a derivative financial instrument and the equity scope exception in ASC 815-10-15-74(a) are classified as equity and are not subject to remeasurement provided that the Company continues to meet the criteria for equity classification. Warrants that are classified as liabilities are accounted for at fair value and remeasured at each reporting date until exercise, expiration, or modification that results in equity classification. Any change in the fair value of the warrants is recognized as change in fair value of warrant liabilities included as a component of other (income) expenses, net in the consolidated statements of operations. The classification of warrants, including whether warrants should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. See Note 8 for further details regarding warrants.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy.

F-8

The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, convertible notes payable, liability classified financial instruments and certain privately issued warrants. The carrying amounts of cash and cash equivalents, accounts payable financial instruments approximate their fair value due to their short-term nature. The carrying amount of accounts receivable is net of an allowance that reflects management’s best estimate of expected credit losses. See Note 9 for fair value measurements.

Classification of Series A-1 and Series A-2 Preferred Stock

The Company originally classified its Series A-1 and Series A-2 preferred stock (collectively, “Preferred Stock”) outside of permanent equity because the Preferred Stock contained certain redemption features that result in those shares being redeemable upon the occurrence of certain events that are not solely within the Company’s control, including liquidation, sale or transfer of control. Accordingly, the Preferred Stock was recorded outside of permanent equity and was subject to the classification guidance provided under ASC 480-10-S99. Because dividends were not contractually required to be accrued on the Preferred Stock as there was no stated or required dividend rate per annum, the Company was not required to accrete dividends into the carrying amount of the Preferred Stock in anticipation of a future contingent event or redemption value. Accordingly, the Company did not adjust the carrying values of the Preferred Stock to the respective liquidation preferences of such shares because of the uncertainty of whether or when such events would occur.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which aligns revenue recognition with the transference of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

This core principle is achieved to the application of a five-step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied. Payment terms between customers related to product and services sales vary by the type of customer, country of sale, and the products or services offered and could result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).

Revenue from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to a customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation in proportion to the standalone selling price for each and recognized as revenue when, or as, the performance obligation is satisfied.

Individual promised goods and services in a contract are considered a performance obligation and accounted for separately if the good or service is distinct. A good or service is considered distinct if the customer can benefit from the good or service on its own or with other resources that are readily available to the customer and the good or service is separately identifiable from other promises in the arrangement.

The transaction price for the products is the invoiced amount. Advanced billings from contracts are deferred and recognized as revenue when earned. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. The Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority and imposed on and concurrent with a specific revenue-producing transaction. Deferred revenue consists of payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives payments from customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes unconditional. Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.

F-9

Subscription Revenue

Subscription revenues are generated from the Company’s data exchange (BEAM) product, which is a medical imaging exchange platform between hospital/healthcare systems, imaging centers, physicians and patients. Subscriptions to the BEAM platform offering are recognized over time as the customer consumes the benefits of the services as the Company stands ready to provide access to the programs throughout the subscription period. Subscription customers are invoiced either quarterly or annually in advance with the customer contracts automatically renewing unless the customer issues a cancellation notice. The timing of revenue recognition is based on a time-based measure of progress as the Company provides access to the programs evenly over the course of the subscription period.

Web Imaging Revenue

Web imaging revenues are generated from the Company’s data broker (iRWD) product, which provides regulatory grade imaging and clinical data in the pharmaceutical, device manufacturing, clinical research organizations, and artificial intelligence markets. Web imaging customers are invoiced in installments as the related data is delivered. Revenue from the sale of web imaging products is recognized over time using an output measure of progress, which is based on the number of data units delivered relative to the total data units committed by the customer.

Patents and Trademarks

Costs associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable future economic benefits to the Company and are included in research and development on the consolidated statements of operations.

Research and Development

The Company accounts for its research and development (“R&D”) costs in accordance with ASC 730, Research and Development (“ASC 730”). ASC 730 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. For the three and nine months ended September 30, 2023 and 2022, research and development expenditures were charged to operating expense as incurred.

Stock-Based Compensation

The Company recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).

The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service condition is recognized in the period of the forfeiture. Generally, and unless otherwise specified, the Company grants stock options with service-based only vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. Generally, and unless otherwise specified, the Company grants stock options with service-based only vesting conditions and records the expense for these awards using the straight-line method over the requisite service period.

F-10

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified.

The Company estimates the fair value of its common stock with the assistance of an independent third-party valuation firm when issuing stock options and computing estimated stock-based compensation expense. The assumptions underlying these valuations represent the Company’s best estimates, which involved inherent uncertainties and the application of significant levels of judgment. In order to determine the fair value of its common stock, the Company considers, among other items, previous transactions involving the sale of Company securities, the business, financial condition and results of operations, economic and industry trends, the market performance of comparable publicly traded companies, and the lack of marketability of the Company’s common stock.

Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold convertible preferred stock and common stock to third parties in arm’s-length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in materially different fair values of stock options at each valuation date, as applicable.

The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method, which reflects the weighted-average of time-to-vesting. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Net loss per common share

Earnings per share attributable to common stockholders is calculated using the two-class method , which is an earnings allocation formula that determines earnings per share for the holders of the Company’s Common Stock and participating securities. Although the Company’s historical Preferred Stock contained participating rights in any dividend declared and paid by the Company and were therefore participating securities, the Preferred Stock had no stated dividends and OneMedNet has never paid any cash dividends and does not plan to pay any dividends in the foreseeable future. Net loss attributable to common stockholders and participating securities is allocated to each share on an if-converted basis as if all of the earnings for the period had been distributed. However, the participating securities do not include a contractual obligation to share in the losses of the Company and are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share.

Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. Contingently convertible notes payable were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion contingency associated with the completion of a future financing event that had not occurred, and the contingency was not resolved, in the reporting periods presented herein. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from the Preferred Stock, convertible notes, stock option awards and outstanding warrants to purchase common stock were antidilutive.

F-11

As a result of the Company reported net loss attributable to common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per common share as of September 30, 2023, and December 31, 2022, because including them would have been antidilutive (in thousands):

	September 30,		December 31,
	2023		2022
Employee stock options		806		914
Restricted stock awards		-		177
Warrants for common stock		3,606		2,366
Series A-1 preferred stock		3,204		2,840
Series A-2 preferred stock		3,860		3,416
Convertible promissory notes		-		3,755
Total common stock equivalents		11,476		13,468

General and Administrative

General and administrative expenses include all costs that are not directly related to satisfaction of customer contracts. General, and administrative expenses include items for the Company’s selling and administrative functions, such as sales, finance, legal, human resources, and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, and depreciation expense.

Emerging Growth Company

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company , can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhancements to segment disclosures, even for entities with only one reportable segment. In particular, the standard will require disclosures of significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss. The standard will also require disclosure of all other segment items by reportable segment and a description of its composition. Finally, the standard will require disclosure of the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the standard on the presentation of its unaudited consolidated financial statements and footnotes.

F-12

Recently adopted accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses, (Topic 326), an amendment on measurement of credit losses on financial assets held by at each reporting date. The guidance requires the use of a new current expected credit loss (“CECL”) model in estimating allowances for doubtful accounts with respect to accounts receivable. The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. Effective January 1, 2023, the Company adopted ASU No. 2016-13 and the adoption of this standard did not have a material impact on the Company’s unaudited consolidated financial statements.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted ASU No. 2022-03 and the adoption of this standard did not have a material impact on the Company’s unaudited consolidated financial statements.

3. Property and Equipment

Property and equipment are summarized as follows (in thousands):

Schedule of Property and Equipment

	September 30,			December 31,
	2023			2022
Computers	$	288		$	259
Furniture and equipment		4			4
Total property and equipment		292			263
Less: accumulated depreciation and amortization		(200	)		(180	)
Property and equipment, net	$	92		$	83

For the three months ended September 30, 2023 and 2022, depreciation and amortization expense was $0.01 million. For the nine months ended September 30, 2023 and 2022, depreciation and amortization expense was $0.02 million. Depreciation and amortization is recorded within general and administrative expenses in the consolidated statements of operations.

F-13

4. Convertible Debt

Convertible Promissory Notes

2019 Notes

During November 2019, the Company entered into a convertible promissory note (the “2019 Note”) agreement with a related party investor. The total amount of the 2019 Note is $1.5 million. The 2019 Note is unsecured and bears interest at a rate of four percent annually from the date of issuance until the outstanding principal is paid or converted. The 2019 Note matures on January 1, 2025. The 2019 Note shall automatically convert into the next offering of preferred stock upon closing of such next equity financing. The number of shares of preferred stock to be issued upon conversion shall be equal to the number obtained by dividing the outstanding principal and unpaid accrued interest owed on the date of conversion, by the conversion price. The conversion price is 100 percent of the lowest price per share paid for the next equity preferred stock by other investors in the next equity financing. In the event that prior to the conversion or repayment of amounts owed, the Company completes a financing transaction in which the Company sells equity securities but such transaction does not qualify as next equity financing (i.e., an “alternative financing”), then the principal and unpaid accrued interest may (upon written election of the purchaser holding the 2019 Note) convert into the securities issued by the Company in the alternative financing. The number of alternative financing equity securities to be issued upon such conversion shall be equal to the number obtained by dividing the outstanding principal and unpaid accrued interest owed by an amount equal to 100 percent multiplied by the lowest price per share at which the alternative financing equity securities are sold and issued for cash in the alternative financing.

2022 Notes

During 2022, the Company entered into convertible promissory notes with related party investors totaling $4.7 million and unrelated party investors totaling $0.4 million (each investor, a “Purchaser”) (the “2022 Notes”, and together with the 2019 Notes and 2022 Notes, the “Convertible Promissory Notes”). The 2022 Notes issued are unsecured and bear an interest rate of six percent annually from the date of issuance until the outstanding principal is paid or converted. On November 11, 2022, the 2022 Notes were amended and restated in order to (i) provide for the sale and issuance to Purchasers of additional convertible promissory notes and warrants to purchase shares of the Company’s capital stock, (ii) provide for the sale and issuance of warrants to purchase shares of the Company’s common stock at an exercise price of $1.00 per share to Purchasers who purchased 2022 Notes between January 1, 2022 and November 11, 2022; and (iii) extend the maturity date of all outstanding 2022 Notes from December 31, 2022 to March 31, 2023.

The principal and unpaid accrued interest on each of the 2022 Notes will convert: (i) automatically, upon the Company’s issuance of equity securities (the “Next Equity Financing”) in a single transaction, or series of related transactions, with aggregate gross proceeds to the Company of at least $5,000,000, into shares of the Company’s capital stock issued to investors in the Next Equity Financing, at a conversion price equal to the lesser of (A) a 20% discount to the lowest price per share of shares sold in the Next Equity Financing, or (B) $2.50 per share; (ii) at the noteholder’s option, in the event of a defined Corporate Transaction (as defined in the next paragraph) while the 2022 Notes remain outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share; and (iii) at the noteholder’s option, on or after the maturity date while the 2022 Notes remains outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share.

If a Corporate Transaction occurs before the repayment or conversion of the 2022 Notes, the Company will pay at the closing of the Corporate Transaction to each noteholder that elects not to convert its 2022 Notes in connection with such Corporate Transaction an amount equal to the outstanding principal amount of such noteholder’s Note plus a 20% premium. “Corporate Transaction” means (a) a sale by the Company of all or substantially all of its assets, (b) a merger of the Company with or into another entity (if after such merger the holders of a majority of the Company’s voting securities immediately prior to the transaction do not hold a majority of the voting securities of the successor entity) or (c) the transfer of more than 50% of the Company’s voting securities to a person or group.

In connection with the issuance of the 2022 Notes, the Company also issued 2,056,000 and 1,550,000 warrants (the “Convertible Notes Warrants”) in 2022 and 2023, respectively, with an exercise price of $1.00 per share. The expiration date of the Convertible Notes Warrant is the earliest to occur the expiration of the five-year period following the date of issuance, the closing of a firm commitment underwritten public offering of the Company’s Common Stock; or the closing of an Corporation Transaction. The Convertible Notes Warrants when exercised entitles the holder to one share of the Company’s Common Stock. The Convertible Notes Warrants include anti-dilutive measure to address stock dividends, stock splits, and additional shares of Common Stock due to reorganization of the Company. In the case of reclassification or reorganization, each holder shall be entitled to receive, in lieu of stock or other securities and property receivable, the stock or other securities or property to which such holder would have been entitled if the holder had exercised the Convertible Notes Warrants immediately prior. The Convertible Notes Warrants will terminate at the earliest of (1) the expiration of five-year period following the date of issuance, (2) the closing of a firm commitment underwritten public offering of the Company’s Common Stock; (3) the closing of a sale of the Company. The holders of the Convertible Notes Warrants are not permitted to sell, pledge, distribute, offer for sale, transfer, or otherwise dispose of the Convertible Notes Warrants in the absence of (i) an effective registration statement under the Securities Act, or (ii) an opinion of counsel, satisfactory to the Company and to be provided at the sole cost of the holder, that such registration and qualification are not required. Furthermore, neither the Convertible Notes Warrants nor any rights may be assigned, conveyed, or transferred, in whole or in part, without the Company’s prior written consent. See additional information on the accounting for the warrants in Note 8.

F-14

The Convertible Promissory Notes were issued for general working capital purposes. The Company elected the FVO of accounting for its Convertible Promissory Notes. Under the FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented as a single line item within other (income) expenses, net in the accompanying consolidated statements of operations under the caption change in fair value of convertible debt.

As of September 30, 2023 the fair value of the 2019 Notes and 2022 Notes was $48.0 million which was only included in short-term liabilities on the consolidated balance sheets.

As of December 31, 2022 the fair value of the 2019 Notes and 2022 Notes was $26.2 million which was included in both short-term and long-term liabilities on the consolidated balance sheets.

5. Canadian Emergency Business Loan Act (“CEBA”)

During December 2020, the Company applied for and received a $0.04 million USD CEBA loan. The loan was provided by the Government of Canada to provide capital to organizations to see them through the current challenges and better position them to return to providing services and creating employment. The loan is unsecured. The loan was interest free through September 30, 2023. If the loan is paid back by January 18, 2024, $0.01 million of the loan will be forgiven. If the loan was not paid back by January 18, 2023, the full $0.04 million loan will be converted to loan repayable over three years with a 5% interest rate. The loan was paid back prior to January 18, 2024. At September 30, 2023, and December 31, 2022, the loan is classified under other long-term liabilities on the consolidated balance sheets.

The Company accounted for the loan as debt in accordance with ASC 470, Debt, and accrued interest in accordance with the interest method under ASC 835-30.

6. Stockholders’ Deficit

Series A-2 Preferred Stock

The Company’s previously issued and outstanding Series A-2 preferred stock included a $0.15 per share annual noncumulative dividend when and if declared by the board of directors. No dividends were declared at September 30, 2023, or December 31, 2022. The Series A-2 preferred stock also includes a liquidation preference of 1.25 times the original issue price of $2.50 per share, plus any declared but unpaid dividends upon the liquidation, dissolution, merger or sale of substantially all the assets of the Company and have a preference upon liquidation over Series A-1 preferred stock and common stock. Each share of Series A-2 preferred stock may be converted into equal shares of common stock at the option of the holder at any time. In addition, the Series A-2 preferred stock shares are automatically convertible into common shares upon the sale of shares of common stock to the public at the then applicable conversion price in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million in proceeds, net of underwriting discounts and commissions. Each share of Series A-2 preferred stock has voting rights equal to the number of shares of common stock then issuable upon conversion of such share of preferred stock. The Company is obligated to redeem shares of Series A-2 preferred stock in the occurrence of a Deemed Liquidation Event unless a majority of the holders of Series A-2 preferred stock and a majority of the Series A-1 Preferred Stock consent otherwise. As of December 31, 2022, the liquidation preference of the Series A-2 preferred stock was $14.4 million.

Series A-1 Preferred Stock

The Company’s previously issued and outstanding Series A-1 preferred stock included a $0.15 per share annual noncumulative dividend when and if declared by the board of directors. No dividends were declared at September 30, 2023, or December 31, 2022. The Series A-1 preferred stock also includes a liquidation preference of 1.25 times the original issue price of $2.50 per share, plus any declared but unpaid dividends upon the liquidation, dissolution, merger or sale of substantially all the assets of the Company and have a preference upon liquidation over common stock. Each share of Series A-1 preferred stock may be converted into equal shares of common stock at the option of the holder at any time. In addition, the Series A-1 preferred stock shares are automatically convertible into common shares upon the sale of shares of common stock to the public at the then applicable conversion price in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million in proceeds, net of underwriting discounts and commissions. Each share of Series A-1 preferred stock has voting rights equal to the number of shares of common stock then issuable upon conversion of such share of preferred stock. The Company is obligated to redeem shares of Series A-1 preferred stock in the occurrence of a Deemed Liquidation Event unless a majority of the holders of Series A-1 preferred stock consent otherwise. As of December 31, 2022, the Series A-1 preferred stock has a liquidation preference of $12.0 million.

F-15

7. Stock-Based Compensation

Stock Options

During 2020, the Company adopted a new equity incentive plan (the “Plan”), which provides for the granting of incentive and nonqualified stock options to employees, directors, and consultants. As of December 31, 2020, the Company has reserved 3,000,000 shares of common stock under the Plan. The Company believes that such awards better align the interests of its employees with those of its stockholders. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant; those option awards generally vest with a range of one to four years of continuous service and have ten-year contractual terms. Certain option awards provide for accelerated vesting if there is a change in control, as defined in the Plan. The Plan also permits the granting of restricted stock and other stock-based awards. Unexercised options are cancelled upon termination of employment and become available under the Plan.

Information with respect to options outstanding is summarized as follows (in dollars):

Schedule of Options Outstanding

				Weighted		Aggregate
	Number of			Average		Intrinsic
	Options			Exercise Price		Value
Outstanding as of December 31, 2022		1,031,000		$	1.00	$	3,609
Granted		-			-
Exercised		-			-
Cancelled		(225,000	)		1.00
Outstanding as of September 30, 2023		806,000		$	1.00	$	6,165
Vested and exercisable as of September 30, 2023		683,341		$	1.00	$	4,086
Vested and expected to vest at September 30, 2023		806,000		$	1.00	$	6,165

For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense of $0.8 million and $0.4 million, respectively, on its outstanding stock options. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense of $1.4 million and $1.5 million, respectively, on its outstanding stock options. The Company has determined its share-based payments to be a Level 3 fair value measurement. At September 30, 2023, and December 31, 2022, the Company has used the Black-Scholes option pricing model and was estimated assuming no expected dividends and the following weighted average assumptions:

Schedule of Fair Value of Stock Options

	September 30,			December 31,
	2023			2022
Risk-free interest rate		0.00	%		0.73% - 2.96%
Expected dividend yield		-			-
Expected term in years		-			1.36 - 1.85
Expected volatility		0.00	%		50.0% - 86.3%

F-16

Restricted Stock Awards

Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting as well as compensation for services performed by the Board of Directors. The following table summarizes restricted stock award activity for the nine ended September 30, 2023 (in dollars):

				Weighted
	Number of			Average Grant
	Awards			Date Fair Value
Nonvested at December 31, 2021		-		$	-
Granted		400,000			1.48
Vested		(200,000	)		1.48
Nonvested at December 31, 2022		200,000		$	1.48
Granted		100,000			7.21
Vested		(300,000	)		3.39
Nonvested at September 30, 2023		-		$	-

The Company recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the periods presented (in thousands):

	2023		2022		2023		2022
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	16	$	261	$	432	$	377
General and administrative		782		90		1,014		1,109
Total stock-based compensation expense	$	798	$	351	$	1,446	$	1,486

8. Stock Warrants

The Company has the following warrants outstanding:

Schedule of Warrants Outstanding

	September 30,		December 31,
	2023		2022
Equity Classified Warrants
OneMedNet Warrants		613,848		613,848
Convertible Promissory Note Warrants		3,606,000		2,056,000
Total		4,219,848		2,669,848

Legacy ONMD Warrants

In 2021, there were 174,102 Legacy ONMD outstanding common stock warrants issued to directors for service at a weighted average exercise price of $0.10. In 2022 for the exercise price of $1.00, Legacy ONMD issued 145,746 warrants to directors for 2021 service and 294,000 warrants for 2022 service. The OneMedNet Warrants are equity-classified and accounted for in accordance with ASC 718. ASC 718 requires the use of the “fair-value-based method” for measuring the value of stock-based compensation. In applying “fair-value-based method” (absent identical or similar instruments) companies are required to use an option-pricing model, adjusted to accommodate the unique characteristics of the employee stock options. ASC 718’s measurement objective is to determine the fair value of stock-based compensation at the grant date assuming that employees and Board of Directors members fulfill the award’s vesting conditions (if applicable) and will retain the award. The fair value of an award is the cost to the Company for granting the award and should reflect the estimated value of the instruments that the company would be obligated to provide to an employee or Board of Director member when the employee or the Board of Director member has satisfied the service conditions. This resulted in in an expense of $0 and $1.2 million for the nine months ended September 31, 2023 and 2022.

F-17

Convertible Promissory Notes Warrants

In connection with the convertible promissory notes described in Note 4, the Company issued stock warrants. In 2022, there were 2,056,000 warrants issued in connection with the Notes. As of September 30, 2023, there were 3,606,000 in warrants issued in connection with the Notes. The expiration date of the warrant is the earliest of (1) the expiration of five-year period following the date of issuance, (2) the closing of a firm commitment underwritten public offering of the Company’s Common Stock; (3) the closing of a sale of the Company. The Convertible Promissory Note Warrants are classified as equity in accordance with ASC 815. The Company has elected to measure the Notes using the fair value option under ASC 825 discussed in Note 2. The Company determined that the fair value of the combined instrument significantly exceeds the proceeds received, therefore, the Company concluded that the warrants are most accurately portrayed as an issuance cost related to the convertible promissory notes. This resulted in an expense of $8.4 million and $5.7 million being allocated to the Convertible Promissory Notes Warrants during the nine months ended September 30, 2023 and 2022, respectively, which is classified as stock warrant expense in the consolidated statements of operations.

9. Fair Value Measurements

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands):

	Level 1		Level 2		Level 3		Total
	September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	-	$	-	$	47,990	$	47,990
Total liabilities, at fair value	$	-	$	-	$	47,990	$	47,990

	Level 1		Level 2		Level 3		Total
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	-	$	-	$	26,243	$	26,243
Total liabilities, at fair value	$	-	$	-	$	26,243	$	26,243

The following table presents the changes in the convertible promissory notes measured at fair value at September 30, 2023, and December 31, 2022 (in thousands):

Level 3 Rollforward:	Convertible Promissory Notes
Balance, December 31, 2022		26,243
Beginning balance		26,243
Additions		3,875
Changes in fair value		17,872
Balance, September 30, 2023	$	47,990
Ending balance	$	47,990

10. Related Party Transactions

Convertible Promissory Notes and Warrants

From 2019 to 2023, the Company issued various Convertible Promissory Notes to related party investors. Total gross proceeds raised from Convertible Promissory Notes with related parties was $12.3 million (out of $14.2 million total). In connection with the issuance of the Convertible Promissory Notes, the Company also issued 2,976,000 shares of Convertible Promissory Note Warrants to the same related parties (out of 3,726,000 total). Refer to Note 4 and Note 8 for additional details on the terms of the Convertible Promissory Notes and Convertible Promissory Note Warrants, respectively.

F-18

Shareholder Loans

From April 2023 to September 2023, the Company entered into shareholder loans with two related party investors (the “Shareholder Loans”) for aggregate gross proceeds of $704 thousand. The Shareholder Loans bear an interest rate of 8.0% and mature one year after the commencement date of each agreement. There are no financial or non-financial covenants associated with the Shareholder Loans. The Shareholder Loans are not convertible into equity.

11. Commitments and Contingencies

Lease Agreement

The Company has a month-to-month lease for a suite at a cost of $530 per month. The Company incurred $5,666 and $5,052 of rent expense, including common tenant costs and cancellation costs, during the nine months ended September 30, 2023 and 2022, respectively.

Litigation

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recognized, if and when it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company was not subject to any material legal proceedings during the nine months ended September 30, 2023 and 2022.

12. Subsequent Events

The Company has evaluated subsequent events occurring through November 20, 2024 the date the consolidated financial statements were available for issuance, for events requiring recording or disclosure in the Company’s consolidated financial statements.

Business Combination

On November 7, 2023, the Company consummated a merger (the “Merger”) following the approval at the special meeting of the shareholders of Data Knights Acquisition Corp. (“Data Knights”), a Delaware corporation, held on October 17, 2023, of the agreement and plan of merger, dated as of April 25, 2022, by and among Data Knights, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Data Knights, OneMedNet Solutions Corporation (formerly named OneMedNet Corporation) (“Legacy ONMD”), Data Knights, LLC, a Delaware limited liability company (“Sponsor”), and Paul Casey, in his capacity as representative of the stockholders of Legacy ONMD. Pursuant to the Merger Agreement, Merger Sub merged with and into Legacy ONMD, with Legacy ONMD surviving the Merger as a wholly owned subsidiary of Data Knights (such transactions contemplated by the Merger Agreement, the “Business Combination”).

Settlement of Deferred Underwriting Fees

During 2024, through the date of this report, the Company issued 256,944 and 20,834 shares of Common Stock to EF Hutton LLC and Kingwood Capital Partners, LLC, respectively, as consideration for $3.0 million owed by the Company for underwriting commission due at the Closing of the Business Combination.

Share Repurchase

During 2024, through the date of this report, the Company bought back 187,745 shares of Common Stock from a convertible note holder.

Shareholder Loans

During 2024, through the date of this report, the Company received gross proceeds of $2.0 million in connection with shareholder loans with related party investors. Of the $2.0 million, $1.6 million is convertible into shares of Common Stock at a conversion price of $0.7535 per share. The remaining $0.4 million is not convertible into equity and bears an interest rate of 8.0% with a maturity date one year from issuance. The Company subsequently repaid $0.2 million of the non-convertible shareholder loans through the date of this report.

F-19

Private Placements

As previously announced on a Current Report on Form 8-K filed with the SEC on April 2, 2024, on March 28, 2024, the Company entered into a definitive securities purchase agreement (the “Helena SPA”) with Helena Global Investment Opportunities 1 Ltd. (“Helena”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to $4.5 million in funding through a private placement for the issuance of senior secured convertible notes (the “Helena Notes”). On June 14, 2024, the Company and Helena entered into a termination agreement (the “Helena Termination Agreement”) to terminate the Helena SPA and related documents. Pursuant to the Helena Termination Agreement, the Company issued to Helena a warrant to purchase 50,000 shares of Common Stock at an exercise price of $1.20 per share and agreed to reimburse Helena for certain reasonable and documented out-of-pocket legal fees and expenses incurred in connection with entry into the Helena SPA and Helena Termination Agreement and related documents.

On July 23, 2024 and July 25, 2024, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain institutional investors in connection with the private placement of its Common Stock and pre-funded warrants with aggregate gross proceeds of approximately $4.6 million, before deducting fees and expenses payable by the Company. The Company intends to use the net proceeds for working capital and general corporate purposes. Pending use of the funds, the Company used a portion of the net proceeds to purchase Bitcoin ($BTC). There is no guarantee on the holding period for the purchased Bitcoin.

Pursuant to the Securities Purchase Agreements, the Company agreed to issue and sell to the investors 1,297,059 shares of its Common Stock at a price of $1.0278 per share, pre-funded warrants exercisable for 1,323,530 shares of its Common Stock at an exercise price of $1.0278 per share, and 2,301,791 shares of its Common Stock at a price of $0.85 per share. The investors were required to prepay the exercise price for the pre-funded warrants, other than $0.0001 per share. The pre-funded warrants will be exercisable at any time after the date of issuance and will not expire. The price per share of all Common Stock and pre-funded warrants sold in the private placement meets the minimum price requirement under Nasdaq Listing Rule 5635(d). The securities were issued to institutional accredited investors in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act.

On September 24, 2024, the Company entered into securities purchase agreements (the “Follow-on SPA”) with an institutional investor in connection with the private placement of its Common Stock, warrants and pre-funded warrants with aggregate gross proceeds of approximately $1.7 million, before deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. Pending use of the funds, the Company plans to use a portion of the net proceeds to purchase Bitcoin ($BTC).

Pursuant to the Follow-on SPA, the Company agreed to issue and sell to the investor 1,918,591 shares of its Common Stock at a price of $0.65 per share, warrants exercisable for 133,095 shares of its Common Stock at an exercise price of $0.325 per share and pre-funded warrants exercisable for 743,314 shares of its Common Stock at an exercise price of $0.65 per share. The investor was required to prepay the exercise price for the pre-funded warrants, other than $0.0001 per share. The warrants and pre-funded warrants will be exercisable at any time after the date of issuance and will not expire. The price per share of all Common Stock and pre-funded warrants sold in the private placement meets the minimum price requirement under Nasdaq Listing Rule 5635(d). The securities were issued to institutional accredited investors in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act.

Standby Equity Purchase Agreement

On June 17, 2024, the Company entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”). Pursuant to the SEPA, subject to certain conditions, the Company has the option to sell to Yorkville an aggregate amount of up to up to $25.0 million of the Company’s shares of Common Stock at the Company’s request from time to time following both the repayment of the Promissory Note described below and the effectiveness of a resale registration statement covering the shares of Common Stock issued under the SEPA. The SEPA terminates on its 24-month anniversary.

F-20

Each advance may not exceed the greater of 500,000 shares and 100% of the average daily volume traded of the Common Stock during the five trading days immediately prior to requested advance. The shares would be purchased at a price equal to 97% of the Market Price as defined in the SEPA. The Company may establish a minimum acceptable price in each advance below which the Company will not be obligated to make any sales to Yorkville.

Any purchase under an advance would be subject to certain limitations, including that Yorkville will not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of Common Stock or any shares that when aggregated with shares issued under all other earlier advances, would exceed 4,767,616 shares of Common Stock (representing 19.99% of the aggregate number of then outstanding shares of Common Stock) (the “Exchange Cap”) unless shareholders approved issuances in excess of the Exchange Cap.

In connection with the execution of the SEPA, the Company paid a $25,000 structuring fee to Yorkville. The Company agreed to pay a commitment fee of $0.5 million to Yorkville, which will be paid in shares in two tranches.

Additionally, Yorkville agreed to advance to the Company, in exchange for a convertible promissory note (the “Yorkville Promissory Note”), a principal amount of $1.5 million, which was funded on June 18, 2024. The Yorkville Promissory Note is due on June 18, 2025, and interest shall accrue at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Yorkville Promissory Note. The Yorkville Promissory Note will be convertible by Yorkville into shares of Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) $1.3408 per share (subject to downward reset upon the filing of the resale registration statement described below) or (b) 90% of the lowest daily VWAP of the Common Stock on Nasdaq during the seven trading days immediately prior to each conversion (the “Variable Price”), but which Variable Price may not be lower than the Floor Price then in effect. The “Floor Price” is $0.28 per share, subject to the Company’s option to reduce the Floor Price to any amounts set forth in a written notice to Yorkville. While the Promissory Note is outstanding, Yorkville may initiate an investor advance under the SEPA at the Promissory Note conversion price, the proceeds of which would be used to repay the Yorkville Promissory Note.

The Yorkville Promissory Note may be accelerated by Yorkville upon specified events of default, and may become amortizable for cash if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days, (ii) the Company has issued in excess of 95% of the shares of Common Stock available under the Exchange Cap or (iii) the Company is in material breach of its obligations under a Registration Rights Agreement it entered into with Yorkville in connection with the SEPA or Yorkville becomes limited in its ability to freely resell shares subject to an advance as further described in the Yorkville Promissory Note, subject to de-amortization after certain cures.

Yorkville Letter

On October 8, 2024, Yorkville sent the Company a letter notifying the Company that it had breached a registration rights agreement with Yorkville by failing to file a Registration Statement on Form S-1 on the timeline set forth in the registration rights agreement (the “Yorkville Letter”). The Yorkville Letter asserted that this breach was an event of default and an amortization event under the prepaid advance in connection with SEPA. The Yorkville Letter also asserted that the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 was an event of default under the Yorkville Promissory Note. The Company subsequently engaged in discussions with Yorkville regarding the Yorkville Letter, which discussions are ongoing.

Pursuant to the Yorkville Promissory Note, upon the occurrence of an amortization event, the Company is required to pay all principal and accrued interest on the Yorkville Promissory Note, plus a 10% payment premium on the principal amount, in equal installments over 3 calendar months or until the amortization event is cured, whichever is earlier. In addition, upon the occurrence of an event of default, the interest rate on the Yorkville Promissory Note increases to 18% retroactive to the date of the event of default.

F-21

Executive Turnover

As previously announced on a Current Report on Form 8-K filed with the SEC on April 2, 2024, on March 22, 2024, Paul J. Casey notified the Company of his intention to retire as Chief Executive Officer of the Company effective March 29, 2024. Mr. Casey continued to serve as a member of the Board of Directors until October 1, 2024. In connection with Mr. Casey’s retirement from the Company, Mr. Casey and the Company entered into a Resignation Agreement and Release, dated March 22, 2024, pursuant to which Mr. Casey was paid $12,000 as a severance payment, and the Board of Directors approved a stock option grant providing for the grant of 147,000 five-year options exercisable at $1.00 per share to Mr. Casey. On March 27, 2024, Scott Holbrook, a member of the Board of Directors and a member of the Company’s Audit Committee, notified the Company of his intention to retire from the Company’s Board of Directors effective March 29, 2024.

Effective March 29, 2024, the Board of Directors (i) appointed Aaron Green to serve as Chief Executive Officer of the Company to fill the vacancy created by the retirement of Paul Casey; (ii) appointed Mr. Green, to serve as a member of the Board of Directors to fill the vacancy created by the retirement of Scott Holbrook; and (iii) appointed Dr. Thomas Kosasa, a member of the Board of Directors, to serve on the Company’s Audit Committee, also to fill the vacancy created by the retirement of Scott Holbrook.

As previously announced on Form 8-K, on August 26, 2024, Lisa Embree, Chief Financial Officer (“CFO”), Executive Vice President, Treasurer and Secretary, notified the Company of her intention to resign from her position effective August 30, 2024.

Effective August 30, 2024, the Board appointed Mr. Robert Golden to serve as the Chief Financial Officer on an interim basis to fill the vacancy created by the resignation of Lisa Embree. Effective on his appointment as interim CFO, Mr. Golden stepped down as a member and the chair of the Audit Committee of the Board. In connection with his appointment as interim CFO, the Company entered into a consulting agreement with Mr. Golden, pursuant to which Mr. Golden will receive a $12,000 monthly salary and a grant of 100,000 restricted stock units, which will vest on the first anniversary of the consulting agreement, subject to the terms and conditions set forth in the consulting agreement.

As previously announced on a Current Report on Form 8-K filed with the SEC on October 8, 2024, on October 1, 2024, Paul J. Casey and Erkan Akyuz resigned from the Board, effective immediately. Also on October 1, 2024, the Board of Directors appointed Jair Clarke and Sherry Coonse McCraw to the Board to fill the vacancies created by Mr. Casey and Mr. Akyuz, respectively. In connection with Ms. Coonse McCraw and Mr. Clarke’s service on the Advisory Board of the Company, the Board of Directors approved a restricted stock unit (“RSU”) grant providing for the grant of 45,000 RSUs to each director for one full year of service (pro-rated for 2024). The RSUs will vest at the end of December 2024.

F-22

Exhibit 99.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

Founded in 2009, we provide innovative solutions that unlock the significant value contained within the clinical image archives of healthcare providers. Employing our proven OneMedNet iRWD™ solution, we securely de-identifies, searches, and curates a data archive locally, bringing a wealth of internal and third-party research opportunities to providers. By leveraging this extensive federated provider network, together with industry leading technology and in-house clinical expertise, OneMedNet successfully meets the most rigorous RWD Life Science requirements.

Key Components of Consolidated Statements of Operations

Revenue

The Company generates revenue from two streams: (1) iRWD (imaging Real World Data) which provides regulatory grade imaging and clinical data in the Pharmaceutical, Device Manufacturing, CRO’s and AI markets and (2) BEAM which is a Medical Imaging Exchange platform between Hospital/Healthcare Systems, Imaging Centers, Physicians and Patients. iRWD is sold based on the number of data units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer. Beam revenue is subscription-based revenue which is recognized ratably over the subscription period committed to by the customer. The Company invoices its Beam customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer issues a cancellation notice.

The Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority and imposed on and concurrent with a specific revenue-producing transaction. The transaction price for the products is the invoiced amount. Advanced billings from contracts are deferred and recognized as revenue when earned. Deferred revenue consists of payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives payments from customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes unconditional. Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.

Cost of Revenue

Our cost of revenue is composed of our distinct performance obligations of hosting, labor, and data cost.

General and Administrative

General and administrative functions, includes finance, legal, human resources, and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, and depreciation expense.

Operations

Operations consists primarily of labor cost for our operations team who provides services to our customers.

Research and Development

Costs incurred in the research and development of our products are expensed as incurred. Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as hosting expense.

Sales and Marketing

Our sales and marketing costs consist of labor and tradeshow costs.

Interest Expense

Interest expense consists of interest incurred on shareholder loans.

Other (Income) Expenses, Net

Other (income) expenses, net, primarily includes the changes in fair value of convertible debt for which we have elected the fair value option of accounting. Convertible notes payable, which include convertible promissory notes issued to related parties, including accrued interest and 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 instrument, 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 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 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 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 consolidated statements of operations.

Other (income) expenses, net, also includes foreign exchange and tax expenses related to the Company’s operations and revenue outside of the United States.

Results of Operations

Comparison of three months ended September 30, 2023, and 2022

The following tables set forth our consolidated statements of operations data for the periods presented:

	Three Months Ended September 30,						Change
	2023			2022			$			%
Revenue
Subscription revenue	$	256		$	174		$	82			47	%
Web imaging revenue		70			201			(131	)		-65	%
Total revenue		326			375			(49	)		-13	%
Cost of revenue		293			474			(181	)		-38	%
Gross margin		33			(99	)		132			-133	%
Operating expenses
General and administrative		1,308			1,989			(681	)		-34	%
Sales and marketing		246			257			(11	)		-4	%
Research and development		405			597			(192	)		-32	%
Total operating expenses		1,959			2,843			(884	)		-31	%
Loss from operations		(1,926	)		(2,942	)		1,016			-35	%
Other (income) expense, net
Stock warrant expense		4,285			2,513			1,772			71	%
Change in fair value of convertible debt		7,621			3,278			4,343			132	%
Other expense		7			12			(5	)		-42	%
Total other (income) expenses, net		11,913			5,803			6,110			105	%
Net loss	$	(13,839	)	$	(8,745	)	$	(5,094	)		58	%

Revenue

	Three Months Ended September 30,				Change
	2023		2022		$			%
Subscription revenue (Beam)	$	256	$	174	$	82			47	%
Web imaging revenue (Real-World Data)		70		201		(256	)		-65	%
Total	$	326	$	375	$	326			-13	%

Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (RWD). For the period ended September 30, 2023, overall revenue was down by 13%. The primary driver for the subscription revenue increase was delivery of revenue to a significant customer. The primary driver for the decrease in web imaging revenue was revenue deliveries pushed to the first quarter of 2024.

Cost of Revenue

	Three Months Ended September 30,
	2023			2022
Cost of revenue		293			474
% of revenue		90	%		126	%

For the three months ended September 30, 2023, we were able to reduce our cost of revenue as a percentage of revenue by 36%. The decrease is primarily due to a $0.1 million decrease in data broker costs and a $0.07 million decrease in payroll, along with to a 13% decrease in total revenue.

General and Administrative

Our general and administrative expense decreased $0.7 million, or 34%, to $1.3 million for the three months ended September 30, 2023, from $2.0 million for the three months ended September 30, 2022. The decrease was primarily driven by a $1.2 million decrease in Board of Director warrant expense, a $0.1 million decrease in recruitment fees and $0.1 million decrease in broker salaries. These amounts were offset by a $0.7 million increase in stock-based compensation expense.

Sales and Marketing

Our sales and marketing expense decreased $0.01 million, or 4%, to $0.2 million for the three months ended September 30, 2023, from $0.3 million for the three months ended September 30, 2022. The decrease is primarily due to an increase in sales and marketing consultant expenses of $0.4 million, partially offset by a decrease in sales and marketing salaries of $0.3 million, a decrease in commissions of $0.1 million, and a decrease in travel expenses of $0.1 million.

Research and development

Our research and development expense decreased $0.2 million, or 32%, to $0.4 million for the three months ended September 30, 2023, from $0.6 million for the three months ended September 30, 2022. The decrease is primarily due a $0.2 million decrease in stock compensation expense.

Change in Fair Value of Convertible Debt

The change in fair value of convertible debt was due to fluctuations of the share market price.

Comparison of nine months ended September 30, 2023, and 2022

The following tables set forth our consolidated statements of operations data for the periods presented:

	Nine Months Ended September 30,						Change
	2023			2022			$			%
Revenue
Subscription revenue	$	595		$	502		$	93			19	%
Web imaging revenue		86			387			(301	)		-78	%
Total revenue		681			889			(208	)		-23	%
Cost of revenue		812			1,106			(294	)		-27	%
Gross margin		(131	)		(217	)		86			-40	%
Operating expenses
General and administrative		2,430			3,951			(1,521	)		-38	%
Sales and marketing		817			588			229			39	%
Research and development		1,565			1,088			477			44	%
Total operating expenses		4,812			5,627			(815	)		-14	%
Loss from operations		(4,943	)		(5,844	)		901			-15	%
Other (income) expense, net
Stock warrant expense		8,385			5,654			2,731			48	%
Change in fair value of convertible debt		17,872			10,870			7,002			64	%
Other expense		43			31			12			39	%
Total other (income) expenses, net		26,300			16,555			9,745			59	%
Net loss	$	(31,243	)	$	(22,399	)	$	(8,844	)		39	%

Revenue

	Nine Months Ended September 30,				Change
	2023		2022		$			%
Subscription revenue (Beam)	$	595	$	502	$	93			19	%
Web imaging revenue (Real-World Data)		86		387		(595	)		-78	%
Total	$	681	$	889	$	681			-23	%

Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (RWD). For the nine months ended September 30, 2023, overall revenue was down by 23%. The primary driver for the subscription revenue increase was delivery of revenue to a significant customer. The primary driver for the decrease in web imaging revenue was revenue deliveries pushed to the first quarter of 2024.

Cost of Revenue

	Nine Months Ended September 30,
	2023			2022
Cost of revenue		812			1,106
% of revenue		119	%		124	%

For the nine months ended September 30, 2023, we were able to reduce our cost of revenue as a percentage of revenue by 5%. The decrease is primarily due to 23% decrease in total revenue, along with a $0.2 million decrease in data broker costs and a $0.1 million decrease in payroll.

General and Administrative

Our general and administrative expense decreased $1.5 million, or 38%, to $2.4 million for the nine months ended September 30, 2023, from $4.0 million for the nine months ended September 30, 2022. The decrease is primarily due to a decrease in Board of Director warrant expense of $1.2 million, stock-based compensation expense of $0.1 million, and recruiting fees of $0.2 million.

Sales and Marketing

Our sales & marketing expense increased $0.2 million, or 37%, to $0.8 million for the nine months ended September 30, 2023, from $0.6 million for the nine months ended September 30, 2022. The increase is primarily due to the addition of an employee and consultant.

Research and development

Our research and development expense increased $0.5 million, or 44%, to $1.6 million for the nine months ended September 30, 2023, from $1.1 million for the nine months ended September 30, 2022. The increase is primarily due a $0.2 million increase in salaries, a $0.9 million increase in payroll development data exchanges, a $0.05 million increase in R&D stock compensation expense, a $0.04 million increase in consultant expenses, and a $0.08 million increase in hosting expenses.

Change in Fair Value of Convertible Debt

The change in fair value of convertible debt was due to fluctuations of the market price of shares of Common Stock.

Non-GAAP Financial Measure

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America, or GAAP, we provide an additional financial metric that is not prepared in accordance with GAAP, or non-GAAP financial measure. We use this non-GAAP financial measure, in addition to 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.

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.

The non-GAAP financial measure does not replace the presentation of our GAAP financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.

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 GAAP net loss excluding the following items: depreciation and amortization of tangible and intangible assets and unit; stock-based compensation and other non-recurring items that may arise from time to time.

The non-GAAP adjustments, and our basis for excluding them from our non-GAAP financial measure, are outlined below:

	●	Although depreciation and amortization are non-cash charges, the assets that we currently depreciate and amortize will likely have to be replaced in the future, and Adjusted EBITDA does not reflect the cash required to fund such replacements;

	●	Adjusted EBITDA excludes stock-based compensation expense which has been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business and an important part of our compensation strategy;

	●	Adjusted EBITDA does not reflect the effect of earnings or charges resulting from matters that our management does not consider to be indicative of our ongoing operations. However, some of these charges and gains (such as mark-to-market adjustments, stock warrant expense etc.) have recurred and may recur; and

	●	Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

The following table reconciles GAAP net loss to Adjusted EBITDA during the periods presented (in thousands):

	Three Months Ended September 30,
	2023			2022
Net loss	$	(13,839	)	$	(8,745	)
Depreciation and amortization		7			6
Stock-based compensation		798			351
Stock warrant expense		4,285			2,513
Change in fair value of convertible debt		7,621			3,278
Adjusted EBITDA		(1,128	)		(2,597	)

	Nine Months Ended September 30,
	2023			2022
Net loss	$	(31,243	)	$	(22,399	)
Depreciation and amortization		19			16
Stock-based compensation		1,446			1,486
Stock warrant expense		8,385			5,654
Change in fair value of convertible debt		17,872			10,870
Adjusted EBITDA		(3,521	)		(4,373	)

Liquidity and Capital Resources

The following table shows net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents used in investing activities, and net cash and cash equivalents provided by financing activities during the periods presented:

	September 30,
Net cash provided by (used in)	2023			2022
Operating activities	$	(3,066	)	$	(3,356	)
Investing activities		(28	)		(48	)
Financing activities		3,435			3,017

Operating Activities

Our net cash and cash equivalents used in operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, business combination cost, 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 obligation. 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.

Net cash used in operating activities was $3.1 million during the nine months ended September 30, 2023. Net cash used in operating activities was due to our net loss of $31.2 million 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, stock based compensation of $1.4 million and use of cash for operating assets and liabilities of $0.5 million due to the timing of cash payments to vendors and cash receipts from customers.

By comparison, the Company’s net cash used by operating activities was $3.4 million during the nine months ended September 30, 2022. Net cash provided by operating activities was due to our net loss of $21.2 million adjusted for non-cash items of $18.0 million, primarily consisting of the change in fair value of convertible debt of $10.9 million, stock warrant expense of $5.7 million, $1.5 million of stock-based compensation expense, offset by a use of cash for operating assets and liabilities of $0.2 million due to the timing of cash payments to vendors and cash receipts from customers.

Investing Activities

Our investing activities have consisted primarily of property and equipment purchases.

Net cash and cash equivalents used in investing activities during the nine months ended September 30, 2023, consisted of $28.0 thousand of purchased property and equipment.

By comparison, the Company’s net cash and cash equivalents used in investing activities during the nine months ended September 30, 2022, consisted primarily of $48.0 thousand of purchased property and equipment.

Financing Activities

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 in proceeds from the issuance of convertible promissory notes payable, and $0.7 million from proceeds from issuance of shareholder loans. These amounts were offset by $1.2 million in Data Knights transaction costs.

By comparison, the Company’s net cash provided by financing activities was $3.0 million for the nine months ended September 30, 2022, which primarily consisted of $3.6 million in proceeds from the issuance of convertible promissory notes payable, offset by $0.6 million in Data Knights transaction costs.

Contractual Obligations and Commitments and Going Concern Outlook

Currently, management does not believe the cash and cash equivalents is sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support the expansion of our infrastructure and workforce, interest expense and minimum contractual obligations. Management hopes to raise cash either through a public offering or private debt and equity offering. As a result of the Company’s recurring loss from operations and the need for additional financing to fund its operating and capital requirements there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the cost of any future acquisitions of technology or businesses. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all.

The following table summarizes our current and long-term material cash requirements as of September 30, 2023:

			Payments due in:
	Total		Less than 1 year		1-3 years
Accounts payable & accrued expenses	$	1,476	$	1,476	$	-
Loan, related party		704		-		704
Convertible promissory notes		13,865		13,865		-
	$	16,045	$	15,341	$	704

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our unaudited consolidated financial statements which have been prepared in accordance with GAAP. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results of operations and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

We believe that the assumptions and estimates associated with the following critical accounting policies involve significant judgment and thus have the most significant potential impact on our Unaudited Consolidated Financial Statements.

Revenue Recognition

Although most of our sales agreements contain standard terms and conditions, certain agreements contain multiple performance obligations. For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract.

Subscription Revenue

Web Imaging Revenue

Fair Value of Equity-Based Awards

We estimate the fair value of stock option awards granted using the Black-Scholes option pricing model, which uses as inputs the fair value of our common stock and subjective assumptions we make, including expected stock price volatility, the expected term of the award, the risk-free interest rate, and expected dividends. Due to the lack of company-specific historical and implied volatility data, we base the estimate of expected stock price volatility on the historical volatility of a representative group of publicly traded companies for which historical information is available. The historical volatility is generally calculated for a period of time commensurate with the expected term assumption. We use the simplified method to calculate the expected term for options granted to employees and directors. We utilize this method as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate is based on a U.S. treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero, as we have never paid dividends and do not have current plans to pay any dividends on our common stock.

As there was no public market for our common stock prior to November 7, 2023, the estimated fair value of our common stock was previously approved by our board of directors, with input from management, as of the date of each award grant, considering our most recently available independent third-party valuations of common stock and our board of directors’ assessment of additional objective and subjective factors deemed relevant that may have changed from the date of the most recent valuation through the date of the grant.

Fair Value of Certain Debt and Liability Instruments, and the Fair Value Option of Accounting

Convertible notes payable, which include the related contingently warrants, contain embedded derivatives, which require bifurcation and separate accounting under GAAP, for which the Company elected the FVO for the convertible notes payable. The convertible debt and accrued interest at their stated interest rates were initially recorded at fair value as liabilities on the consolidated balance sheets and were subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in the fair value of the convertible notes payable are recorded in changes in fair value of convertible debt, included as a component of other income and expenses, net, in the consolidated statements of operations. The change in fair value related to the accrued interest components is also included within the single line of change in fair value of convertible debt on the consolidated statements of operations. See additional information on valuation methodologies and significant assumptions used in Note 6 and Note 11 to the consolidated financial statements included elsewhere in this Form 10-Q.

The estimated fair values of the convertible promissory notes are determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied discount rate. The discount rate was held constant over the valuation periods given the fact pattern associated with the company and the stage of development.

Off-Balance Sheet Arrangements:

As of September 30, 2023, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K.

Recently Adopted Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently adopted accounting standards.

Recently Issued Accounting Pronouncements

Cover	9 Months Ended
Cover	Sep. 30, 2023
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of OneMedNet Corporation (f/k/a Data Knights Acquisition Corp.) (the “Company”), originally filed by the Company with the Securities and Exchange Commission (“SEC”) on November 13, 2023 (the “Original Report”), in which the Company reported, among other events, the consummation of the Business Combination (as defined in the Original Report) on November 7, 2023. This Amendment is being filed solely for the purpose of amending the Original Report to include (i) the consolidated financial statements of OneMedNet Solutions Corporation (f/k/a OneMedNet Corporation) (“Legacy OneMedNet”) as of and for the three and nine months ended September 30, 2023 and (ii) the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy OneMedNet as of and for the three and nine months ended September 30, 2023. This Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Amendment.
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity File Number	001-40386
Entity Registrant Name	ONEMEDNET CORPORATION
Entity Central Index Key	0001849380
Entity Tax Identification Number	86-2076743
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6385 Old Shady Oak Road
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	800
Local Phone Number	918-7189
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock 0. 0001 Par Value Per Share [Member]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ONMD
Security Exchange Name	NASDAQ
Redeemable Warrants Each Exercisable For One Share Of Common Stock At Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	ONMDW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 612	$ 271
Accounts receivable, net of allowance for credit losses of $0 and $125,233 at September 30, 2023 and December 31, 2022, respectively	105	19
Prepaid expenses and other current assets	87	101
Total current assets	804	391
Deferred transaction costs	1,975	815
Property and equipment, net	92	83
Total assets	2,871	1,289
Current liabilities:
Accounts payable & accrued expenses	1,476	1,177
Deferred revenues	412	184
Convertible promissory notes	47,990	24,743
Total current liabilities	49,878	26,104
Convertible promissory notes		1,500
Loan, related party	704
Other long-term liabilities	44	44
Total liabilities	50,626	27,648
Commitments and contingencies (Note 11)
Temporary equity:
Total temporary equity	17,660	17,644
Stockholders’ deficit:
Common Stock, par value $0.0001, 100,000,000 shares authorized; 4,850,166 and 4,550,166 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
Additional paid-in-capital	23,488	13,657
Accumulated deficit	(88,903)	(57,660)
Total stockholders’ deficit	(47,755)	(26,359)
Total liabilities, temporary equity, and stockholders’ deficit	2,871	1,289
Series A-2 Preferred Stock [Member]
Temporary equity:
Total temporary equity	9,650	9,634
Series A-1 Preferred Stock [Member]
Temporary equity:
Total temporary equity	$ 8,010	$ 8,010

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, allowance	$ 0	$ 125,233
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,850,166	4,550,166
Common stock, shares outstanding	4,850,166	4,550,166
Series A-2 Preferred Stock [Member]
Temporary equity, par value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	4,200,000	4,200,000
Temporary equity, shares issued	3,860,197	3,853,797
Temporary equity, shares outstanding	3,860,197	3,853,797
Series A-1 Preferred Stock [Member]
Temporary equity, par value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	4,400,000	4,400,000
Temporary equity, shares issued	3,204,000	3,204,000
Temporary equity, shares outstanding	3,204,000	3,204,000

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Total revenue	$ 326	$ 375	$ 681	$ 889
Cost of revenue	293	474	812	1,106
Gross margin	33	(99)	(131)	(217)
Operating expenses
General and administrative	1,308	1,989	2,430	3,951
Sales and marketing	246	257	817	588
Research and development	405	597	1,565	1,088
Total operating expenses	1,959	2,843	4,812	5,627
Loss from operations	(1,926)	(2,942)	(4,943)	(5,844)
Other expense
Stock warrant expense	4,285	2,513	8,385	5,654
Change in fair value of convertible debt	7,621	3,278	17,872	10,870
Other expense	7	12	43	31
Total other expense	11,913	5,803	26,300	16,555
Net loss	$ (13,839)	$ (8,745)	$ (31,243)	$ (22,399)
Basic net loss per common share outstanding	$ (2.87)	$ (2.01)	$ (6.69)	$ (5.02)
Diluted net loss per common share outstanding	$ (2.87)	$ (2.01)	$ (6.69)	$ (5.02)
Basic weighted average number of common shares outstanding	4,829,514	4,342,666	4,670,386	4,462,080
Diluted weighted average number of common shares outstanding	4,829,514	4,342,666	4,670,386	4,462,080
Subscription Revenue [Member]
Revenue
Total revenue	$ 256	$ 174	$ 595	$ 502
Web Imaging Revenue [Member]
Revenue
Total revenue	$ 70	$ 201	$ 86	$ 387

Consolidated Statements of Changes in Temporary Equity and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Temporary Equity [Member] Series A-2 Preferred Stock [Member]	Temporary Equity [Member] Series A-1 Preferred Stock [Member]	Temporary Equity [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 9,634	$ 8,010	$ 17,644		$ 2,513	$ (27,210)	$ (7,053)
Balance, shares at Dec. 31, 2021	3,853,797	3,204,000		4,342,666
Issuance of common shares in exchange for services
Issuance of common shares in exchange for services, shares				200,000
Issuance of Series A-2 Preferred Stock
Issuance of OMN warrants in conjunction with convertible promissory notes					5,654		5,654
Stock-based compensation expense					1,486		1,486
Net loss						(22,399)	(22,399)
Issuance of OMN warrants to board of directors					1,198		1,198
Balance at Sep. 30, 2022	$ 9,634	$ 8,010	17,644		10,851	(49,609)	(21,114)
Balance, shares at Sep. 30, 2022	3,853,797	3,204,000		4,542,666
Balance at Jun. 30, 2022	$ 9,634	$ 8,010	17,644		7,987	(40,864)	(15,233)
Balance, shares at Jun. 30, 2022	3,853,797	3,204,000		4,542,666
Issuance of OMN warrants in conjunction with convertible promissory notes					2,513		2,513
Stock-based compensation expense					351		351
Net loss						(8,745)	(8,745)
Balance at Sep. 30, 2022	$ 9,634	$ 8,010	17,644		10,851	(49,609)	(21,114)
Balance, shares at Sep. 30, 2022	3,853,797	3,204,000		4,542,666
Balance at Dec. 31, 2022	$ 9,634	$ 8,010	17,644		13,657	(57,660)	(26,359)
Balance, shares at Dec. 31, 2022	3,853,797	3,204,000		4,550,166
Issuance of common shares in exchange for services
Issuance of common shares in exchange for services, shares				300,000
Issuance of Series A-2 Preferred Stock	$ 16		16				16
Issuance of Series A-2 Preferred Stock. shares	6,400
Issuance of OMN warrants in conjunction with convertible promissory notes					8,385		8,385
Stock-based compensation expense					1,446		1,446
Net loss						(31,243)	(31,243)
Balance at Sep. 30, 2023	$ 9,650	$ 8,010	17,660		23,488	(88,903)	(47,755)
Balance, shares at Sep. 30, 2023	3,860,197	3,204,000		4,850,166
Balance at Jun. 30, 2023	$ 9,634	$ 8,010	17,644		18,405	(75,064)	(39,015)
Balance, shares at Jun. 30, 2023	3,853,797	3,204,000		4,750,166
Issuance of common shares in exchange for services
Issuance of common shares in exchange for services, shares				100,000
Issuance of Series A-2 Preferred Stock	$ 16		16				16
Issuance of Series A-2 Preferred Stock. shares	6,400
Issuance of OMN warrants in conjunction with convertible promissory notes					4,285		4,285
Stock-based compensation expense					798		798
Net loss						(13,839)	(13,839)
Balance at Sep. 30, 2023	$ 9,650	$ 8,010	$ 17,660		$ 23,488	$ (88,903)	$ (47,755)
Balance, shares at Sep. 30, 2023	3,860,197	3,204,000		4,850,166

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (31,243)	$ (22,399)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	19	16
Stock-based compensation expense	1,446	1,486
Stock warrant expense	8,385	5,654
Board of director warrant expense		1,198
Change in fair value of convertible debt	17,872	10,870
Change in operating assets and liabilities:
Accounts receivable	(86)	(198)
Prepaid expenses and other current assets	14	(66)
Accounts payable and accrued expenses	299	280
Deferred revenues	228	(197)
Net cash used in operating activities	(3,066)	(3,356)
Cash flows from investing activities:
Purchases of property and equipment	(28)	(48)
Net cash used in investing activities	(28)	(48)
Cash flows from financing activities:
Proceeds from issuance of shareholder loans	704
Proceeds from issuance of convertible notes	3,875	3,600
Proceeds from issuance of Series A-2 preferred stock	16
Data Knights merger transaction costs	(1,160)	(583)
Net cash provided by financing activities	3,435	3,017
Net increase (decrease) in cash and cash equivalents	341	(387)
Cash and cash equivalents at beginning of period	271	699
Cash and cash equivalents at end of period	$ 612	$ 312

Organization and Operations

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations

1. Organization and Operations

Risks and Uncertainties

Going Concern and Management’s Plan

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation of Unaudited Interim Consolidated Financial Information

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Operating Segments

Cash and Cash Equivalents

Accounts Receivable and Allowance for Credit Losses

	2023			2022
	Nine Months Ended September 30,
	2023			2022
Customer 1		62	%		42	%
Aggregate percent of revenue		62	%		42	%

	September 30, 2023			December 31, 2022
Customer 1		0	%		40	%
Customer 2		28	%		0	%
Customer 3		23	%		0	%
Customer 4		0	%		32	%
Customer 5		0	%		0	%
Customer 6		14	%		0	%
Customer 7		24	%		0	%
Aggregate percent of total accounts receivable		89	%		72	%
Aggregate Percent of Revenue and Accounts Receivable		89	%		72	%

Property and Equipment

Impairment of Long-Lived Assets

Fair Value Option of Accounting

Warrants

Fair Value of Financial Instruments

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Classification of Series A-1 and Series A-2 Preferred Stock

Revenue Recognition

Subscription Revenue

Web Imaging Revenue

Patents and Trademarks

Research and Development

Stock-Based Compensation

The Company recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).

Net loss per common share

	September 30,		December 31,
	2023		2022
Employee stock options		806		914
Restricted stock awards		-		177
Warrants for common stock		3,606		2,366
Series A-1 preferred stock		3,204		2,840
Series A-2 preferred stock		3,860		3,416
Convertible promissory notes		-		3,755
Total common stock equivalents		11,476		13,468

General and Administrative

Emerging Growth Company

Accounting Pronouncements Not Yet Adopted

Recently adopted accounting pronouncements

Property and Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

Property and equipment are summarized as follows (in thousands):

Schedule of Property and Equipment

	September 30,			December 31,
	2023			2022
Computers	$	288		$	259
Furniture and equipment		4			4
Total property and equipment		292			263
Less: accumulated depreciation and amortization		(200	)		(180	)
Property and equipment, net	$	92		$	83

Convertible Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Convertible Debt

4. Convertible Debt

Convertible Promissory Notes

2019 Notes

2022 Notes

As of September 30, 2023 the fair value of the 2019 Notes and 2022 Notes was $48.0 million which was only included in short-term liabilities on the consolidated balance sheets.

As of December 31, 2022 the fair value of the 2019 Notes and 2022 Notes was $26.2 million which was included in both short-term and long-term liabilities on the consolidated balance sheets.

Canadian Emergency Business Loan Act (“CEBA”)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Canadian Emergency Business Loan Act (“CEBA”)

5. Canadian Emergency Business Loan Act (“CEBA”)

The Company accounted for the loan as debt in accordance with ASC 470, Debt, and accrued interest in accordance with the interest method under ASC 835-30.

Stockholders’ Deficit

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Deficit

6. Stockholders’ Deficit

Series A-2 Preferred Stock

Series A-1 Preferred Stock

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

7. Stock-Based Compensation

Stock Options

Information with respect to options outstanding is summarized as follows (in dollars):

Schedule of Options Outstanding

				Weighted		Aggregate
	Number of			Average		Intrinsic
	Options			Exercise Price		Value
Outstanding as of December 31, 2022		1,031,000		$	1.00	$	3,609
Granted		-			-
Exercised		-			-
Cancelled		(225,000	)		1.00
Outstanding as of September 30, 2023		806,000		$	1.00	$	6,165
Vested and exercisable as of September 30, 2023		683,341		$	1.00	$	4,086
Vested and expected to vest at September 30, 2023		806,000		$	1.00	$	6,165

Schedule of Fair Value of Stock Options

	September 30,			December 31,
	2023			2022
Risk-free interest rate		0.00	%		0.73% - 2.96%
Expected dividend yield		-			-
Expected term in years		-			1.36 - 1.85
Expected volatility		0.00	%		50.0% - 86.3%

Restricted Stock Awards

				Weighted
	Number of			Average Grant
	Awards			Date Fair Value
Nonvested at December 31, 2021		-		$	-
Granted		400,000			1.48
Vested		(200,000	)		1.48
Nonvested at December 31, 2022		200,000		$	1.48
Granted		100,000			7.21
Vested		(300,000	)		3.39
Nonvested at September 30, 2023		-		$	-

The Company recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the periods presented (in thousands):

	2023		2022		2023		2022
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	16	$	261	$	432	$	377
General and administrative		782		90		1,014		1,109
Total stock-based compensation expense	$	798	$	351	$	1,446	$	1,486

Stock Warrants

9 Months Ended

Sep. 30, 2023

Stock Warrants

Stock Warrants

8. Stock Warrants

The Company has the following warrants outstanding:

Schedule of Warrants Outstanding

	September 30,		December 31,
	2023		2022
Equity Classified Warrants
OneMedNet Warrants		613,848		613,848
Convertible Promissory Note Warrants		3,606,000		2,056,000
Total		4,219,848		2,669,848

Legacy ONMD Warrants

Convertible Promissory Notes Warrants

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

9. Fair Value Measurements

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands):

	Level 1		Level 2		Level 3		Total
	September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	-	$	-	$	47,990	$	47,990
Total liabilities, at fair value	$	-	$	-	$	47,990	$	47,990

	Level 1		Level 2		Level 3		Total
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	-	$	-	$	26,243	$	26,243
Total liabilities, at fair value	$	-	$	-	$	26,243	$	26,243

The following table presents the changes in the convertible promissory notes measured at fair value at September 30, 2023, and December 31, 2022 (in thousands):

Level 3 Rollforward:	Convertible Promissory Notes
Balance, December 31, 2022		26,243
Beginning balance		26,243
Additions		3,875
Changes in fair value		17,872
Balance, September 30, 2023	$	47,990
Ending balance	$	47,990

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

10. Related Party Transactions

Convertible Promissory Notes and Warrants

Shareholder Loans

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Lease Agreement

Litigation

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

Business Combination

Settlement of Deferred Underwriting Fees

Share Repurchase

During 2024, through the date of this report, the Company bought back 187,745 shares of Common Stock from a convertible note holder.

Shareholder Loans

Private Placements

Standby Equity Purchase Agreement

Yorkville Letter

Executive Turnover

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation of Unaudited Interim Consolidated Financial Information

Basis of Presentation of Unaudited Interim Consolidated Financial Information

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

Operating Segments

Operating Segments

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

	2023			2022
	Nine Months Ended September 30,
	2023			2022
Customer 1		62	%		42	%
Aggregate percent of revenue		62	%		42	%

	September 30, 2023			December 31, 2022
Customer 1		0	%		40	%
Customer 2		28	%		0	%
Customer 3		23	%		0	%
Customer 4		0	%		32	%
Customer 5		0	%		0	%
Customer 6		14	%		0	%
Customer 7		24	%		0	%
Aggregate percent of total accounts receivable		89	%		72	%
Aggregate Percent of Revenue and Accounts Receivable		89	%		72	%

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Fair Value Option of Accounting

Fair Value Option of Accounting

Warrants

Warrants

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Classification of Series A-1 and Series A-2 Preferred Stock

Classification of Series A-1 and Series A-2 Preferred Stock

Revenue Recognition

Revenue Recognition

Subscription Revenue

Web Imaging Revenue

Patents and Trademarks

Patents and Trademarks

Research and Development

Research and Development

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).

Net loss per common share

Net loss per common share

	September 30,		December 31,
	2023		2022
Employee stock options		806		914
Restricted stock awards		-		177
Warrants for common stock		3,606		2,366
Series A-1 preferred stock		3,204		2,840
Series A-2 preferred stock		3,860		3,416
Convertible promissory notes		-		3,755
Total common stock equivalents		11,476		13,468

General and Administrative

General and Administrative

Emerging Growth Company

Emerging Growth Company

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Not Yet Adopted

Recently adopted accounting pronouncements

Recently adopted accounting pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Aggregate Percentage Revenue and Accounts Receivable

	2023			2022
	Nine Months Ended September 30,
	2023			2022
Customer 1		62	%		42	%
Aggregate percent of revenue		62	%		42	%

	September 30, 2023			December 31, 2022
Customer 1		0	%		40	%
Customer 2		28	%		0	%
Customer 3		23	%		0	%
Customer 4		0	%		32	%
Customer 5		0	%		0	%
Customer 6		14	%		0	%
Customer 7		24	%		0	%
Aggregate percent of total accounts receivable		89	%		72	%
Aggregate Percent of Revenue and Accounts Receivable		89	%		72	%

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net loss

	September 30,		December 31,
	2023		2022
Employee stock options		806		914
Restricted stock awards		-		177
Warrants for common stock		3,606		2,366
Series A-1 preferred stock		3,204		2,840
Series A-2 preferred stock		3,860		3,416
Convertible promissory notes		-		3,755
Total common stock equivalents		11,476		13,468

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

	September 30,			December 31,
	2023			2022
Computers	$	288		$	259
Furniture and equipment		4			4
Total property and equipment		292			263
Less: accumulated depreciation and amortization		(200	)		(180	)
Property and equipment, net	$	92		$	83

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Options Outstanding

Information with respect to options outstanding is summarized as follows (in dollars):

Schedule of Options Outstanding

				Weighted		Aggregate
	Number of			Average		Intrinsic
	Options			Exercise Price		Value
Outstanding as of December 31, 2022		1,031,000		$	1.00	$	3,609
Granted		-			-
Exercised		-			-
Cancelled		(225,000	)		1.00
Outstanding as of September 30, 2023		806,000		$	1.00	$	6,165
Vested and exercisable as of September 30, 2023		683,341		$	1.00	$	4,086
Vested and expected to vest at September 30, 2023		806,000		$	1.00	$	6,165

Schedule of Fair Value of Stock Options

	September 30,			December 31,
	2023			2022
Risk-free interest rate		0.00	%		0.73% - 2.96%
Expected dividend yield		-			-
Expected term in years		-			1.36 - 1.85
Expected volatility		0.00	%		50.0% - 86.3%

Schedule of Restricted Stock Award Activity

				Weighted
	Number of			Average Grant
	Awards			Date Fair Value
Nonvested at December 31, 2021		-		$	-
Granted		400,000			1.48
Vested		(200,000	)		1.48
Nonvested at December 31, 2022		200,000		$	1.48
Granted		100,000			7.21
Vested		(300,000	)		3.39
Nonvested at September 30, 2023		-		$	-

Schedule of Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the periods presented (in thousands):

	2023		2022		2023		2022
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	16	$	261	$	432	$	377
General and administrative		782		90		1,014		1,109
Total stock-based compensation expense	$	798	$	351	$	1,446	$	1,486

Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Stock Warrants

Schedule of Warrants Outstanding

The Company has the following warrants outstanding:

Schedule of Warrants Outstanding

	September 30,		December 31,
	2023		2022
Equity Classified Warrants
OneMedNet Warrants		613,848		613,848
Convertible Promissory Note Warrants		3,606,000		2,056,000
Total		4,219,848		2,669,848

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands):

	Level 1		Level 2		Level 3		Total
	September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	-	$	-	$	47,990	$	47,990
Total liabilities, at fair value	$	-	$	-	$	47,990	$	47,990

	Level 1		Level 2		Level 3		Total
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	-	$	-	$	26,243	$	26,243
Total liabilities, at fair value	$	-	$	-	$	26,243	$	26,243

Schedule of Changes in Convertible Promissory Notes

The following table presents the changes in the convertible promissory notes measured at fair value at September 30, 2023, and December 31, 2022 (in thousands):

Level 3 Rollforward:	Convertible Promissory Notes
Balance, December 31, 2022		26,243
Beginning balance		26,243
Additions		3,875
Changes in fair value		17,872
Balance, September 30, 2023	$	47,990
Ending balance	$	47,990

Organization and Operations (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 13,839	$ 8,745	$ 31,243	$ 22,399
Accumulated deficit	88,903		88,903		$ 57,660
Cash	$ 600		$ 600

Schedule of Aggregate Percentage Revenue and Accounts Receivable (Details) - Customer Concentration Risk [Member]	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue from Contract with Customer Benchmark [Member] \| Customer 1 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	62.00%	42.00%
Revenue from Contract with Customer Benchmark [Member] \| Customers [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	62.00%	42.00%
Accounts Receivable [Member] \| Customer 1 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	0.00%		40.00%
Accounts Receivable [Member] \| Customers [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	89.00%		72.00%
Accounts Receivable [Member] \| Customer 2 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	28.00%		0.00%
Accounts Receivable [Member] \| Customer 3 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	23.00%		0.00%
Accounts Receivable [Member] \| Customer 4 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	0.00%		32.00%
Accounts Receivable [Member] \| Customer 5 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	0.00%		0.00%
Accounts Receivable [Member] \| Customer 6 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	14.00%		0.00%
Accounts Receivable [Member] \| Customer 7 [Member]
Product Information [Line Items]
Aggregate Percent of Revenue and Accounts Receivable	24.00%		0.00%

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net loss (Details) - shares shares in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents	11,476	13,468
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents	806	914
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents		177
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents	3,606	2,366
Series A-1 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents	3,204	2,840
Series A-2 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents	3,860	3,416
Convertible Promissory Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents		3,755

Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Number of operating segments \| Segment	1
Accounts receivable	$ 100,000		$ 0
Impairment of long-lived assets	$ 0	$ 0
Minimum [Member]
Product Information [Line Items]
Property and equipment useful lives	3 years
Maximum [Member]
Product Information [Line Items]
Property and equipment useful lives	5 years
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Product Information [Line Items]
Percentage of revenue	10.00%	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Four Customers [Member]
Product Information [Line Items]
Percentage of revenue	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Two Customers [Member]
Product Information [Line Items]
Percentage of revenue			10.00%

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 292	$ 263
Less: accumulated depreciation and amortization	(200)	(180)
Property and equipment, net	92	83
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	288	259
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4	$ 4

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization, Nonproduction	$ 10	$ 10	$ 20	$ 20

Convertible Debt (Details Narrative) - USD ($)	Nov. 11, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2019
Short-Term Debt [Line Items]
Warrant exercise price			$ 1.00	$ 0.10
Warrant issued				174,102
2022 Notes [Member]
Short-Term Debt [Line Items]
Convertible promissory note		$ 48,000,000.0	$ 26,200,000
Warrant exercise price	$ 1.00	$ 1.00	$ 1.00
Debt instrument maturity date, description	extend the maturity date of all outstanding 2022 Notes from December 31, 2022 to March 31, 2023.
Warrant issued		1,550,000	2,056,000
Related Party [Member] \| Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Convertible promissory note					$ 1,500,000
Related Party [Member] \| 2022 Notes [Member]
Short-Term Debt [Line Items]
Convertible promissory note			$ 4,700,000
Proceeds from equity financing	$ 5,000,000
Equity financing, description	a 20% discount to the lowest price per share of shares sold in the Next Equity Financing, or (B) $2.50 per share; (ii) at the noteholder’s option, in the event of a defined Corporate Transaction (as defined in the next paragraph) while the 2022 Notes remain outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share; and (iii) at the noteholder’s option, on or after the maturity date while the 2022 Notes remains outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $2.50 per share.
Nonrelated Party [Member] \| 2022 Notes [Member]
Short-Term Debt [Line Items]
Convertible promissory note			$ 400,000

Canadian Emergency Business Loan Act (“CEBA”) (Details Narrative) - CEBA Loan [Member] $ in Thousands, $ in Thousands	1 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Short-Term Debt [Line Items]
Proceeds from loans		$ 40
Forgiven of loan	$ 10
Loan repayable	$ 40
Loan payment term	3 years	3 years
Interest rate	5.00%

Stockholders’ Deficit (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
Stockholders’ Deficit (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Proceeds for conversion	$ 16,000
Series A-2 Preferred Stock [Member]
Class of Stock [Line Items]
Share price	$ 0.15
Dividends declared	$ 0		$ 0
Liquidation preference per share	$ 2.50
Proceeds for conversion	$ 20,000,000
Liquidation preference amount			14,400,000
Series A-1 Preferred Stock [Member]
Class of Stock [Line Items]
Share price	$ 0.15
Dividends declared	$ 0		0
Liquidation preference per share	$ 2.50
Proceeds for conversion	$ 20,000,000
Liquidation preference amount			$ 12,000,000.0

Schedule of Options Outstanding (Details) shares in Thousands, $ / shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Options outstanding, beginning balance \| shares	1,031,000
Weighted average exercise price, beginning balance \| $ / shares	$ 1
Aggregate Intrinsic Value, beginning balance \| $	$ 3,609
Options, granted \| shares
Weighted average exercise price, granted \| $ / shares
Options, exercised \| shares
Weighted average exercise price, exercised \| $ / shares
Options, cancelled \| shares	(225,000)
Weighted average exercise price, cancelled \| $ / shares	$ 1
Options outstanding, ending balance \| shares	806,000
Weighted average exercise price, ending balance \| $ / shares	$ 1
Aggregate Intrinsic Value, ending balance \| $	$ 6,165
Options, vested and exercisable \| shares	683,341
Weighted average exercise price, vested and exercisable \| $ / shares	$ 1
Aggregate Intrinsic Value, vested and exercisable \| $	$ 4,086
Options, vested and expected to vest \| shares	806,000
Weighted average exercise price, vested and expected to vest \| $ / shares	$ 1
Aggregate Intrinsic Value, vested and expected to vest \| $	$ 6,165

Schedule of Fair Value of Stock Options (Details)	9 Months Ended	12 Months Ended
Schedule of Fair Value of Stock Options (Details)	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	0.00%
Risk-free interest rate, minimum		0.73%
Risk-free interest rate, maximum		2.96%
Expected dividend yield
Expected term in years
Expected volatility	0.00%
Expected volatility, minimum		50.00%
Expected volatility, maximum		86.30%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term in years		1 year 4 months 9 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term in years		1 year 10 months 6 days

Schedule of Restricted Stock Award Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Awards Outstanding, Beginning	200,000
Weighted Average Grant Date Fair Value, Beginning	$ 1.48
Number of Awards, Granted	100,000	400,000
Weighted Average Grant Date Fair Value, Granted	$ 7.21	$ 1.48
Number of Awards,Vested	(300,000)	(200,000)
Weighted Average Grant Date Fair Value,Vested	$ 3.39	$ 1.48
Number of Awards Outstanding, Ending		200,000
Weighted Average Grant Date Fair Value, Ending		$ 1.48

Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 798	$ 351	$ 1,446	$ 1,486
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	16	261	432	377
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 782	$ 90	$ 1,014	$ 1,109

Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 798	$ 351	$ 1,446	$ 1,486
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 800	$ 400	$ 1,400	$ 1,500
Employees Directors and Consultants [Member] \| New Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved					3,000,000
Options contractual terms					10 years
Employees Directors and Consultants [Member] \| New Equity Incentive Plan [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options vesting period					1 year
Employees Directors and Consultants [Member] \| New Equity Incentive Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options vesting period					4 years

Schedule of Warrants Outstanding (Details) - shares shares in Thousands	Sep. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Total	4,219,848	2,669,848
Equity Classified Warrants [Member] \| ONMD Warrants [Member]
Class of Warrant or Right [Line Items]
Total	613,848	613,848
Equity Classified Warrants [Member] \| Convertible Promissory Note Warrants [Member]
Class of Warrant or Right [Line Items]
Total	3,606,000	2,056,000

Stock Warrants (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Stock Warrants (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant issued						174,102
Weighted average exercise price					$ 1.00	$ 0.10
Stock warrant expense	$ 4,285,000	$ 2,513,000	$ 8,385,000	$ 5,654,000
Convertible Promissory Note Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant issued	3,606,000		3,606,000		2,056,000
Stock warrant expense			$ 8,400,000	5,700,000
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Other expense			$ 0	$ 1,200,000
2021 Service [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant issued					145,746
2022 Service [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant issued					294,000

Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value	$ 47,990	$ 26,243
Convertible Promissory Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value	47,990	26,243
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member] \| Convertible Promissory Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value
Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value
Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member] \| Convertible Promissory Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value	47,990	26,243
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member] \| Convertible Promissory Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, at fair value	$ 47,990	$ 26,243

Schedule of Changes in Convertible Promissory Notes (Details) - Convertible Promissory Notes [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Beginning balance	$ 26,243
Additions	3,875
Changes in fair value	17,872
Ending balance	$ 47,990

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended		57 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023
Related Party Transaction [Line Items]
Gross proceeds from convertible promissory notes		$ 3,875	$ 3,600
Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Gross proceeds from convertible promissory notes				$ 14,200
Convertible Promissory Note Warrants [Member]
Related Party Transaction [Line Items]
Number of warrants issued				3,726,000
Related Party [Member]
Related Party Transaction [Line Items]
Gross proceeds from loans	$ 704
Loan interest rate	8.00%	8.00%		8.00%
Loan term	1 year
Related Party [Member] \| Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Gross proceeds from convertible promissory notes				$ 12,300
Related Party [Member] \| Convertible Promissory Note Warrants [Member]
Related Party Transaction [Line Items]
Number of warrants issued				2,976,000

Commitments and Contingencies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Lease cost	$ 530
Rent expenses	$ 5,666	$ 5,052

Subsequent Events (Details Narrative)								3 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended	14 Months Ended	57 Months Ended
Subsequent Events (Details Narrative)	Oct. 01, 2024 shares	Sep. 24, 2024 USD ($) $ / shares shares	Aug. 30, 2024 USD ($) shares	Jul. 25, 2024 USD ($) $ / shares shares	Jun. 17, 2024 USD ($) $ / shares shares	Mar. 28, 2024 USD ($)	Mar. 22, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Jun. 14, 2024 $ / shares shares	Dec. 31, 2021 $ / shares shares
Consideration for underwriting commission \| $								$ 16,000		$ 16,000
Proceeds form issuance of senior secured convertible notes \| $										$ 3,875,000	$ 3,600,000
Warrants to purchase common stock																174,102
Warrant exercise price \| $ / shares												$ 1.00				$ 0.10
Shares issued								4,850,166	4,850,166	4,850,166		4,550,166		4,850,166
Shares outstanding								4,850,166	4,850,166	4,850,166		4,550,166		4,850,166
Stock option grant
Restricted Stock Units (RSUs) [Member]
Restricted stock units grant										100,000		400,000
Convertible Promissory Note [Member]
Proceeds form issuance of senior secured convertible notes \| $														$ 14,200,000
Subsequent Event [Member] \| Mr. Casey [Member]
Exercisable price per share \| $ / shares							$ 1.00
Severance payment \| $							$ 12,000
Stock option grant							147,000
Subsequent Event [Member] \| Mr. Robert Golden [Member]
Monthly salary \| $			$ 12,000
Subsequent Event [Member] \| Mr. Robert Golden [Member] \| Restricted Stock Units (RSUs) [Member]
Restricted stock units grant			100,000
Subsequent Event [Member] \| Ms. Sherry Coonse McCraw [Member] \| Restricted Stock Units (RSUs) [Member]
Restricted stock units grant	45,000
Subsequent Event [Member] \| Mr. Jair Clarke [Member] \| Restricted Stock Units (RSUs) [Member]
Restricted stock units grant	45,000
Subsequent Event [Member] \| Convertible Promissory Note [Member]
Principal amount \| $					$ 1,500,000
Interest rate description					The Yorkville Promissory Note is due on June 18, 2025, and interest shall accrue at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Yorkville Promissory Note
Maturity date					Jun. 18, 2025
Notes conversion description					The Yorkville Promissory Note will be convertible by Yorkville into shares of Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) $1.3408 per share (subject to downward reset upon the filing of the resale registration statement described below) or (b) 90% of the lowest daily VWAP of the Common Stock on Nasdaq during the seven trading days immediately prior to each conversion (the “Variable Price”), but which Variable Price may not be lower than the Floor Price then in effect
Floor price \| $ / shares					0.28
Subsequent Event [Member] \| Helena Securities Purchase Agreements [Member]
Proceeds form issuance of senior secured convertible notes \| $						$ 4,500,000
Warrants to purchase common stock															50,000
Warrant exercise price \| $ / shares															$ 1.20
Subsequent Event [Member] \| Securities Purchase Agreements [Member]
Proceeds from issuance of private placement \| $		$ 1,700,000		$ 4,600,000
Shares available for issue and sell		1,918,591		1,297,059
Sale of share price \| $ / shares		$ 0.65		$ 1.0278
Shares issued				2,301,791
Exercisable price per share \| $ / shares				$ 0.85
Subsequent Event [Member] \| Securities Purchase Agreements [Member] \| Prefunded Warrants [Member]
Warrants to purchase common stock		743,314		1,323,530
Warrant exercise price \| $ / shares		$ 0.65		$ 1.0278
Share issued price \| $ / shares		$ 0.0001		$ 0.0001
Subsequent Event [Member] \| Securities Purchase Agreements [Member] \| Warrant [Member]
Warrants to purchase common stock		133,095
Warrant exercise price \| $ / shares		$ 0.325
Subsequent Event [Member] \| Standby Equity Purchase Agreements [Member]
Shares issued					500,000
Common shares available for sale amount \| $					$ 25,000,000.0
Equity purchase agreement description					Each advance may not exceed the greater of 500,000 shares and 100% of the average daily volume traded of the Common Stock during the five trading days immediately prior to requested advance. The shares would be purchased at a price equal to 97% of the Market Price as defined in the SEPA. The Company may establish a minimum acceptable price in each advance below which the Company will not be obligated to make any sales to Yorkville
Shares outstanding voting percentage					4.99%
Shares outstanding					4,767,616
Common stock outstanding percentage					19.99%
Structuring fees paid \| $					$ 25,000
Commitment fees \| $					$ 500,000
Related Party [Member]
Gross proceeds from related party loans \| $									$ 704,000
Interest rate								8.00%	8.00%	8.00%				8.00%
Related Party [Member] \| Convertible Promissory Note [Member]
Proceeds form issuance of senior secured convertible notes \| $														$ 12,300,000
Forecast [Member]
Common stock repurchased													187,745
Forecast [Member] \| Related Party [Member]
Gross proceeds from related party loans \| $													$ 2,000,000.0
Loans convertible \| $													$ 1,600,000
Debt conversion price \| $ / shares													$ 0.7535
Non-convertible loans \| $													$ 400,000
Interest rate													8.00%
Non-convertible loans repaid \| $													$ 200,000
Forecast [Member] \| EF Hutton LLC [Member]
Shares issued													256,944
Forecast [Member] \| Kingwood Capital Partners LLC [Member]
Shares issued													20,834
Forecast [Member] \| EF Hutton LLC and Kingwood Capital Partners LLC [Member]
Consideration for underwriting commission \| $													$ 3,000,000.0

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