Business Context and Reporting Period
Company: OneMedNet Corporation (f/k/a Data Knights Acquisition Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 20, 2023 (Signed December 15, 2023)
Context: The Company is an emerging growth company that recently completed an initial business combination with OneMedNet Solutions Corporation. This filing addresses a significant error in the previously filed Quarterly Report on Form 10-Q for the period ended September 30, 2023.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The report focuses exclusively on the correction of financial statement errors rather than the disclosure of new financial performance data.
Material Changes and Errors
- Incorrect Financial Statements: The Form 10-Q filed on November 20, 2023, erroneously included the unaudited consolidated financial statements of the target company (OneMedNet Solutions Corporation) instead of the Company's own financial statements (pre-business combination).
- Non-Reliance Notice: The Company and its Audit Committee determined that the September 30, 2023, financial statements in the original Form 10-Q should no longer be relied upon.
- Corrective Action: The Company will file an amendment to the Form 10-Q to remove the target company's data and include the correct financial statements for OneMedNet Corporation prior to the business combination.
- Internal Control Deficiencies: Management concluded that a material weakness existed in internal control over financial reporting and that disclosure controls and procedures were not effective as of September 30, 2023.
Management Commentary and Risks
Management has discussed the disclosed matters with Marcum LLP, the Company's independent registered public accounting firm. The primary risk identified is the reliability of previously issued financial information and the effectiveness of the Company's internal controls. No specific guidance, outlook, or unusual items regarding future operations were detailed in this specific filing.
Investor Verification Checklist
- Verify the filing of the amended Form 10-Q to obtain the correct financial statements for OneMedNet Corporation as of September 30, 2023.
- Review the Company's subsequent disclosures regarding the remediation plan for the identified material weakness in internal controls.
- Confirm the status of the business combination integration and whether the error impacts the valuation or financial position of the combined entity.
- Monitor communications from the independent auditor, Marcum LLP, regarding the impact of this error on future audit opinions.