OneMedNet Corp (ONMD) 10-K Summary: Fiscal Year Ended December 31, 2024
Business Context and Reporting Period
This Annual Report on Form 10-K covers the fiscal year ended December 31, 2024. OneMedNet Corporation is a global provider of clinical imaging innovation and a curator of regulatory-grade Imaging Real World Data (iRWD). The company operates a federated network of over 1,400 healthcare sites to provide de-identified clinical images and contextual patient records to life science partners, including pharmaceutical companies, AI developers, and medical device businesses. The company completed a business combination with Data Knights Acquisition Corp. in November 2023 and is classified as an emerging growth company and a smaller reporting company.
Key Financial Metrics
| Metric | 2024 (in thousands) | 2023 (in thousands) |
|---|---|---|
| Total Revenue | $643 | $1,021 |
| Cost of Revenue | $924 | $1,150 |
| Gross Margin | $(281) | $(129) |
| Operating Expenses | $9,324 | $6,724 |
| Net Loss | $(10,129) | $(33,780) |
| Cash and Cash Equivalents (Year End) | $172 | $47 |
| Accumulated Deficit | $(101,569) | $(91,440) |
| Total Liabilities | $19,677 | $13,906 |
Revenue Breakdown: Subscription revenue (BEAM platform) decreased to $351,000 from $878,000 due to planned discontinuation. Web imaging revenue (iRWD) increased to $292,000 from $143,000.
Liquidity: The company reported a net cash use in operating activities of $6.98 million. Financing activities provided $9.09 million, primarily from private placements and shareholder loans. As of December 31, 2024, the company held $2.85 million in Bitcoin assets.
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased 37% year-over-year, driven by a 60% drop in subscription revenue as the company shifts focus away from the BEAM platform toward iRWD.
- Improved Net Loss: Net loss improved significantly to $10.1 million from $33.8 million in 2023. This improvement was largely due to a reduction in non-cash expenses related to the change in fair value of convertible promissory notes and stock warrant expenses, which were significant in 2023 due to the business combination.
- Increased Operating Expenses: General and administrative expenses nearly doubled to $7.0 million (from $3.5 million), attributed to enhanced public company reporting obligations, legal fees, and audit costs following the 2023 business combination.
- Capital Structure: The company raised approximately $6.2 million in net proceeds from private placements in July and September 2024 and entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $25 million.
Guidance, Outlook, Risks, and Unusual Items
Going Concern: The independent auditors have issued an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern. Management states that cash on hand is insufficient to fund operations for the next 12 months without additional financing.
Nasdaq Compliance: The company received notices from Nasdaq in March and April 2025 regarding non-compliance with the Minimum Market Value of Listed Securities (MVLS) requirement ($35 million) and the Minimum Bid Price requirement ($1.00). The company has 180-day compliance periods to regain standing, with deadlines in September and October 2025, respectively. Failure to comply could result in delisting.
Internal Controls: Management identified material weaknesses in internal controls over financial reporting, including issues with user access/segregation of duties, lack of a formalized control environment, and errors in accounting for non-routine transactions. These weaknesses led to the restatement of prior financial statements.
Crypto Assets: The company began investing in Bitcoin in 2024. While this resulted in a realized gain and unrealized appreciation, it introduces significant volatility and regulatory risk.
Outlook: The company plans to raise additional capital through equity or debt offerings to fund operations. It aims to expand its iRWD service line and global footprint.
Investor Verification Checklist
- Going Concern Status: Verify the company's ability to secure additional financing to meet its 12-month liquidity needs.
- Nasdaq Delisting Risk: Monitor the company's progress in meeting the $35 million market value and $1.00 bid price requirements by the September and October 2025 deadlines.
- Internal Control Remediation: Assess the timeline and effectiveness of remediation efforts for the identified material weaknesses in internal controls.
- Revenue Transition: Confirm the success of the strategic shift from the declining BEAM subscription model to the iRWD data model.
- Related Party Transactions: Review the terms and impact of significant related party loans and the Yorkville SEPA, including potential dilution.
- Bitcoin Exposure: Evaluate the impact of Bitcoin price volatility on the company's balance sheet and liquidity strategy.