Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | ONEMEDNET CORPORATION |
Entity Central Index Key | 0001849380 |
Entity Tax Identification Number | 86-2049355 |
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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1990 K. Street |
Entity Address, Address Line Two | NW, Suite 420 |
Entity Address, Address Line Three | Washington |
Entity Address, State or Province | DC |
Entity Address, Postal Zip Code | 20006 |
City Area Code | (202) |
Local Phone Number | 935-3390 |
Contact Personnel Name | Debbie A. Klis, Esq. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 47,008 | $ 301,730 |
Investments held in Trust | 29,029,415 | |
Accounts receivable, net of allowance | 151,640 | 18,975 |
Prepaid expenses and other assets | 165,538 | 100,945 |
Receivable from SPAC | 900,152 | |
Total current assets | 364,186 | 30,351,217 |
Property and Equipment, Net | 98,871 | 83,097 |
Total assets | 463,057 | 30,434,314 |
Current Liabilities | ||
Accounts payable & accrued expenses | 4,184,398 | 2,814,570 |
Loan Amount due to related parties | 11,200 | 11,500 |
Excise tax | 113,353 | |
Loan Extensions | 2,991,679 | |
Deferred revenues | 253,997 | 183,683 |
Loan Payable | 38,921 | |
Convertible promissory notes | 8,490,000 | |
Canada Emergency Business Loan Act | 44,673 | |
Income tax payable | 120,017 | 214,850 |
Franchise tax payable | 69,966 | |
Pipe Notes, net of discount including interest | 1,549,820 | |
Deferred underwriter fee payable | 3,525,000 | |
Total current liabilities | 12,833,058 | 11,784,569 |
Long Term Liabilities | ||
Convertible promissory note | 1,500,000 | |
Canada Emergency Business Loan Act | 44,144 | |
Accrued interest | 690,772 | |
Warrant liabilities | 24,582 | 362,558 |
Deferred underwriter fee payable | 4,025,000 | |
Working capital Loan | 207,081 | |
Extension loans | 2,545,839 | |
Total liabilities | 13,322,663 | 21,159,963 |
Stockholders’ Equity (Deficit) | ||
Common stock value | 2,357 | 455 |
Commitments and contingencies | 28,750,110 | |
Additional paid in capital | 42,220,714 | 24,032,561 |
Accumulated deficit | (55,082,677) | (43,509,964) |
Total stockholders’ equity (deficit) | (12,859,606) | 9,274,351 |
Total liabilities and stockholders’ equity (deficit) | 463,057 | 30,434,314 |
Series A-2 Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred value | 385 | |
Series A-1 Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred value | 320 | |
Common Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common stock value | 59 | |
Common Class A One [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common stock value | 425 | |
Related Party [Member] | ||
Long Term Liabilities | ||
Loan, related party of OMN | $ 465,023 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 30,000,000 | |
Common Stock, Shares, Outstanding | 23,572,232 | 4,550,166 |
Series A-2 Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 4,200,000 | |
Preferred Stock, Shares Outstanding | 0 | 3,853,797 |
Series A-1 Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 4,400,000 | |
Preferred Stock, Shares Outstanding | 0 | 3,204,000 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 4,200,000 | |
Common Stock, Shares, Outstanding | 0 | 3,853,797 |
Common Class A One [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 4,200,000 | |
Common Stock, Shares, Outstanding | 0 | 3,853,797 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 1,021,651 | $ 1,152,738 | |
Cost of Revenue | 1,149,551 | 1,513,428 | |
Gross Margin | (127,900) | (360,690) | |
Operating Expenses | |||
General and administrative | 5,273,503 | 8,755,620 | |
Operations | 226,257 | 398,760 | |
Sales & Marketing | 1,114,977 | 957,690 | |
Research and development | 1,631,613 | 952,701 | |
Total Operating Expenses | 8,246,350 | 11,064,771 | |
Operating loss | (8,374,250) | (11,425,461) | |
Other Expense (income) | |||
Impairment | 10,504,327 | ||
Income tax provision | 214,850 | ||
Interest expense | 749,213 | 403,307 | |
Other expense | 52,256 | 46,820 | |
Change in FV of Warrants | (46,822) | (4,489,110) | |
Stock Expense | 3,572,232 | ||
Unrealized gain or loss | (1,371,689) | ||
Other Expense (income) | 14,831,206 | (5,195,822) | |
Net loss | $ (23,205,456) | $ (6,229,639) | |
Loss per share of Common Stock:(1) | |||
Earnings Per Share, Diluted | [1] | $ (0.98) | |
Weighted-average shares of Common Stock outstanding: | |||
Weighted Average Number of Shares Outstanding, Diluted | 23,572,232 | ||
[1]Loss per share information has not been presented for periods prior to the Business Combination (as defined in Note 3, Business Combination Business Combination |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A-2 Preferred Stock [Member] | Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Common Stock [Member] Common Class A [Member] Data Knights Acquisition Corp [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] Data Knights Acquisition Corp [Member] | Commitment [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 385 | $ 320 | $ 59 | $ 434 | $ 288 | $ 28,750,110 | $ 19,607,173 | $ (33,920,734) | $ 14,438,035 |
Beginning balance, shares at Dec. 31, 2021 | 3,853,797 | 3,204,000 | 585,275 | 4,342,666 | 2,875,000 | ||||
Issuance of common shares in exchange for services | $ 20 | 199,980 | 200,000 | ||||||
Issuance of common shares in exchange for services, share | 200,000 | ||||||||
Issuance Public Shares | $ 1 | 7,499 | 7,500 | ||||||
Issuance public shares, share | 7,500 | ||||||||
Issuance of Data Knights Acquisition Corp. Class B Common Stock | $ 137 | 2,825,823 | 2,825,960 | ||||||
Issuance of common class B stock, shares | 1,378,517 | ||||||||
Common stock redemption | (3,359,591) | (3,359,591) | |||||||
Stock-based compensation expense | 1,392,086 | 1,392,086 | |||||||
Net loss | (6,229,639) | (6,229,639) | |||||||
Ending Balance at Dec. 31, 2022 | $ 385 | $ 320 | $ 59 | $ 455 | $ 425 | 28,750,110 | 24,032,561 | (43,509,964) | 9,274,351 |
Ending balance, shares at Dec. 31, 2022 | 3,853,797 | 3,204,000 | 585,275 | 4,550,166 | 4,253,517 | ||||
Issuance Public Shares | $ 11 | 111,946 | 111,957 | ||||||
Issuance public shares, share | 111,957 | ||||||||
Common stock redemption | (28,750,110) | (28,750,110) | |||||||
Stock-based compensation expense | 1,892,741 | 1,892,741 | |||||||
Net loss | (23,205,456) | (23,205,456) | |||||||
Preferred Stock to Common Stock | $ (385) | $ (320) | $ 706 | 7,057,091 | 7,057,092 | ||||
Preferred stock to common stock, shares | (3,853,797) | (3,204,000) | 7,057,797 | ||||||
Convertible Notes to Common Stock | $ 618 | 6,176,611 | 6,177,229 | ||||||
Convertible notes to common stock, shares | 6,177,229 | ||||||||
Stock Options to Common Stock | $ 61 | 612,609 | 612,670 | ||||||
Stock issued during period shares options to common stock | 612,670 | ||||||||
Converting of Warrants to Common Stock | $ 386 | 3,859,078 | 3,859,464 | ||||||
Converting of warrants to common stock, shares | 3,859,464 | ||||||||
Private OneMedNet to ONMD Public Shares | $ (226) | (2,257,100) | (2,257,326) | ||||||
Stock issued during period shares other | (2,257,326) | ||||||||
Issuance of PIPE Warrants | 101,071 | 101,071 | |||||||
Converting Data Knights Common Shares (A and B) to ONMD Public Shares | $ (59) | $ 346 | $ (425) | 634,106 | 633,968 | ||||
Converting Data Knights Common Shares (A and B) to ONMD Public Shares, shares | (585,275) | 3,460,275 | (4,253,517) | ||||||
Retained earnings adjustment | 11,632,743 | 11,632,743 | |||||||
Ending Balance at Dec. 31, 2023 | $ 0 | $ 0 | $ 0 | $ 2,357 | $ 0 | $ 0 | $ 42,220,714 | $ (55,082,677) | $ (12,859,606) |
Ending balance, shares at Dec. 31, 2023 | 0 | 0 | 0 | 23,572,232 | 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders Equity (Deficit) (Parenthetical) | Dec. 31, 2022 $ / shares |
Statement of Stockholders' Equity [Abstract] | |
Share Price | $ 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flow from Operating Activities | ||
Net Loss | $ (23,205,456) | $ (6,229,639) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 27,983 | 24,807 |
Business combination cost | 900,152 | |
Stock-based compensation expense | 1,599,586 | |
Cash Held in Trust Account | 29,029,416 | 88,291,558 |
Prepaid Expenses | (64,594) | |
Other current assets | (875,803) | |
Accounts payable and accrued Expenses | 1,369,825 | 1,929,787 |
Accounts receivable, net of allowance | (132,665) | 72,767 |
Deferred Revenue & Customer Deposits | 70,314 | (458,667) |
Amount due to related party | (300) | 11,500 |
Exercise tax liability | 113,353 | |
Extension loan | 445,840 | 2,545,838 |
Franchise tax payable | (69,966) | (94,043) |
Income Tax Payable | (94,833) | 214,850 |
Working capital loan | (168,159) | 207,081 |
Net cash flows used in operating activities | 8,220,910 | 87,239,622 |
Cash used for Investing Activities | ||
Purchase of property and equipment | (43,757) | (58,137) |
Cash flow from Financing Activities | ||
Class B Common Stock | 137 | |
Proceeds (repayment) from issuance of convertible promissory note payable | (10,680,772) | 5,543,162 |
Proceeds from issuance of PIPE Convertible Notes and Warrants | 1,549,820 | |
Proceed from related party loan | 465,024 | |
Proceeds from Canada Emergency Business Loan Act | 529 | (2,754) |
Common Stock Subject to Redemption | (28,750,109) | (88,549,890) |
Deferred underwriting fee | (500,000) | |
Warrant liability | (337,976) | (4,489,110) |
Additional Paid-in Capital | 18,189,350 | 2,825,823 |
Class A Common Stock | (59) | |
Class B Common Stock | (425) | |
Retained Earnings adjustment | 11,632,743 | (3,359,594) |
Net cash flows from financing activities | (8,431,875) | (88,032,226) |
Net change in cash and cash equivalents | (254,722) | (850,741) |
Cash and Cash Equivalents, Beginning | 301,730 | 1,152,471 |
Cash and Cash Equivalents, Ending | $ 47,008 | $ 301,730 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Operations | 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 incorporated in Delaware on September 20, 2006. 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. On November 7, 2023, as contemplated by the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Data Knights, LLC, the Merger Sub’s sponsor merged with and into OneMedNet Corporation, with OneMedNet Corporation surviving the merger. The Business Combination is further described in Note 3, Business Combination. Data Knights Acquisition Corp Merger On November 7, 2023, we consummated a merger (the “Merger”) following the approval at the special meeting of the shareholders of Data Knights Acquisition Corp., a Delaware corporation held on October 17, 2023 (the “Special Meeting”), Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Data Knights Acquisition Corp., a Delaware corporation (“Data Knights”), consummated a merger (the “Merger”) with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation (“OneMedNet”) pursuant to an agreement and plan of merger, dated as of April 25, 2022 (the “Merger Agreement”), by and among Data Knights, Merger Sub, OneMedNet, Data Knights, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”) in its capacity as the representative of the stockholders of Data Knights, and Paul Casey in his capacity as the representative of the stockholders of OneMedNet (“Seller Representative”). Accordingly, the Merger Agreement was adopted, and the Merger and other transactions contemplated thereby (collectively, the “Business Combination”) were approved and completed. The Business Combination was accounted for as a as a reverse recapitalization with OneMedNet as the accounting acquirer under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Accordingly, the financial statements of the combined company represent a continuation of the financial statements of OneMedNet. On June 28, 2023, the Company and Data Knights entered into a Securities Purchase Agreement (the “SPA”) with certain investors (collectively referred to herein as the “Purchasers”) for PIPE financing in the aggregate original principal amount of $ 1,595,744.70 and the purchase price of $ 1.5 million. Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date. The Purchasers’ $ 1.5 million investment in the PIPE Notes closed and funded contemporaneous to the Closing of the Business Combination. Effective immediately prior to the Closing, OneMedNet, Inc. issued the PIPE Notes to the Purchasers under the private offering exemptions under Securities Act of 1933, as amended (the “Securities Act”). 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. As previously reported on Form 8-K on February 9, 2024, the Company received written notice (the “Nasdaq Notice”), dated February 7, 2024, from the Nasdaq Stock Market (“Nasdaq”) indicating that for the preceding 30 consecutive business days, the market value of the Company’s listed securities (“MVLS”) did not maintain a minimum market value of $50,000,000 (the “Minimum MVLS Requirement”) as required by Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar days, or until August 5, 2024, to regain compliance with the Minimum MVLS Requirement. Compliance may be achieved if the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be closed. If the Company does not regain compliance with the Minimum MVLS Requirement by August 5, 2024, Nasdaq will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. In such event, the Company may also seek to apply for a transfer to The Nasdaq Global Market if it meets the requirements for continued listing thereon. The Nasdaq Notice received have no immediate effect on the Company’s continued listing on the Nasdaq Global Market or the trading of Company’s common stock, subject to the Company’s compliance with the other continued listing requirements. The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on the Nasdaq Global Market. There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Foreign Currency Translation The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Business Combination We account for business acquisitions under ASC Topic 805, Business Combinations (“ASC Topic 805”). The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the total purchase consideration. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. 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 the related 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, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and unit 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 FDIC Insured limits. The Company believes that, as of December 31, 2023, its risk relating to deposits exceeding federally insured limits was not significant. Accounts Receivable 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 doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As of December 31, 2023 and 2022, the Company established allowances of $ 0 and $ 102,700 respectively. The net receivable balances outstanding are fully collectible. 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 year ended December 31, 2023, there was 1 customer that accounted for 10 % or more of total revenue, and there were 2 customers that accounted for 10 % or more of total revenue for the years ended December 31, 2022 . The following table represents these customers’ aggregate percent of total revenue: Schedule Of Aggregate Percentage Revenue and Accounts Receivable December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Customer 1 52 % 31 % Customer 2 - 22 % Aggregate Percent of Total Revenue 52 % 53 % As of December 31, 2023, three 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: December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Customer 1 - 40 % Customer 2 36 % - Customer 3 33 % - Customer 4 - 32 % Customer 5 27 % - Aggregate Percent of Total Accounts Receivable 96 % 72 % Aggregate Percent of Revenue and Accounts Receivable 96 % 72 % Property and Equipment Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated 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 during the years ended December 31, 2023 or December 31, 2022. 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 Level 2 Level 3 We measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical assets or liabilities. Other marketable securities were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold significant amounts of marketable securities categorized as Level 3 assets as of the years ended December 31, 2022 and December 31, 2023. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, convertible notes payable and certain privately issued warrants. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable financial instruments approximate their fair value due to their short-term nature. The Company’s Private Warrants estimated fair values are provided by a third party pricing vendor and are reviewed by the Company’s management. The Private Warrants valuations are based on unobservable inputs reflecting the vendor’s assumptions, consistent with reasonably available assumptions made by other market participants and thus are classified as Level 3. Revenue Recognition Revenue is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are 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. 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 on a fixed fee basis 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. Income Taxes The Company is subject to U.S. federal, state and local income taxes. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affects amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company provides deferred taxes at the enacted tax rate that is expected to apply when the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits. 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 expenses on the consolidated statements of operations. Research and Development The Company account for its research and development cost in accordance with ASC Topic 730, Research and Development (“ASC Topic 730”). ASC Topic 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 years ended December 31, 2023 and December 31, 2022 research and development expenditures were charged to operating expense as incurred.. Stock-based Compensation The Company has a stock-based compensation plan, which is described in more detail in Note 8. The fair value of stock option and warrant grants are determined on the date of grant using the Black Scholes valuation model. Forfeitures of stock based awards are recorded as the actual forfeitures occur. Stock based compensation expense is recognized over the service period, net of estimated forfeitures, using the straight-line method. The Company converted all unvested stock based compensation awards to common shares in the year ended December 31, 2023. General, and Administrative Expenses 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, intangible asset amortization, 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures. Recently adopted accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASC Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 3. Business Combination The Business Combination was accounted for as a reverse recapitalization as OneMedNet Corporation was determined to be the accounting acquirer under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. This determination was primarily based on OneMedNet Corporation comprising the ongoing operations of the combined entity, OneMedNet Corporation’s senior management comprising of all the senior management of the combined company, and the prior shareholders of OneMedNet owning a majority of the voting power of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Business Combination represented a continuation of the financial statements of OneMedNet Corporation with the merger being treated as the equivalent of OneMedNet issuing stock for the net assets of Data Knights Inc., accompanied by a recapitalization. Operations prior to the Business Combination are presented as those of OneMedNet Corporation in future reports of the combined entity. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 4. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company does not have adequate liquidity to fund its operations through at least twelve months from the date these financial statements were available for issuance. The Company has an accumulated deficit 55,082,677 as of year-end December 31, 2023 and $ 43,509,964 , as of year-end December 31, 2022 and has had negative cash flows from operating activities for the year ended December 31, 2023. 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. If the Company is not able to raise additional working capital, it would have a material adverse effect on the operations of the Company and continuing research and development of its product. 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment are summarized as of December 31: Schedule of Property And Equipment 2023 2022 Computers $ 246,578 $ 259,207 Furniture and equipment 35,708 3,785 Total Property and Equipment 282,286 262,992 Less: accumulated depreciation (183,415 ) (179,895 ) Net Property and Equipment $ 98,871 $ 83,097 Depreciation and amortization expense was $ 27,983 and $ 24,807 for the years ended December 31, 2023 and 2022, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The Company has generated both federal and state net operating losses (NOL) of approximately $ 21 million and $ 23 million, respectively, which if not used, will begin to expire in 2030. The Company believes that its ability to fully utilize the existing NOL carryforwards could be restricted on a portion of the NOL by changes in control that may have occurred or may occur in the future and by its ability to generate net income. The Company has not yet conducted a formal study of whether, or to what extent, past changes in control of the Company impairs its NOL carryforwards because such NOL carryforwards cannot be utilized until the Company achieves profitability. Components of deferred income taxes are as follows as of December 31: Schedule of Deferred Income Taxes 2023 2022 Deferred Tax Assets Net operating loss carry forward $ 6,823,785 $ 6,973,587 Stock Compensation 1,035,947 481,144 Other - 53,268 Gross deferred tax assets 7,859,732 7,507,999 Less valuation allowance (7,859,732 ) (7,507,999 ) Net deferred tax assets - - The change in the valuation allowance was $ 351,734 and $ 1,384,220 for the years ended December 31, 2023 and 2022, respectively. The effective tax rate for the years ended December 31, 2023 and 2022 differs from the federal and state statutory rates due to the full valuation allowance. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. The tax years from inception through December 31, 2023 remain subject to examination by all major taxing authorities due to the net operating loss carryovers. The Company is not currently under examination by any taxing jurisdiction. The Company did not incur any interest or penalties during the years ended December 31, 2023 or 2022. As a result of the Business Combination, the Company was appointed as the sole managing member of Data Knights. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be settled or recovered. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future income, and tax planning strategies in making this assessment. The Company has established a valuation allowance related deferred tax assets on deductible temporary differences, tax losses, and tax credit carryforwards. The valuation allowance as of December 31, 2023 was $ 168.3 . The increase in the valuation allowance in fiscal year 2023 of $ 155.7 million primarily relates to the Company’s investment in Data Knights, and tax carryforward attributes. As of December 31, 2023, the Company had a U.S. federal net operating loss carryforwards of $ 10.3 million and gross state net operating loss carryforwards of $ 8.9 million. |
Convertible Promissory Notes he
Convertible Promissory Notes held by Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes held by Related Party | 7. Convertible Promissory Notes held by Related Party During 2023, the Company entered various Convertible Promissory Notes (“Note”) with related party investors totaling $ 2,300,000 (2022 - $ 4,700,000 ) and unrelated party investors of $ 1,875,000 (2022 - $ 440,000 ). The 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 Convertible note agreement was amended and restated in order to (i) provide for the sale and issuance to Purchasers from the effective date of January 1, 2022 and after the date of this Agreement of up to an additional $ 5,000,000 aggregate principal amount of Notes and warrants to purchase shares of the Company’s capital stock, (ii) provide for the sale and issuance to Purchasers who purchased Notes under the Prior Agreement between the Effective Date and the date of this Agreement of warrants to purchase shares of the Company’s common stock at an exercise price of $ 1.00 per share; (iii) extend the maturity date of all outstanding Notes from December 31, 2022 to November 7, 2023. The principal and unpaid accrued interest on each Note 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 while such Note remains 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 such Note 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 Notes, the Company will pay at the closing of the Corporate Transaction to each noteholder that elects not to convert its 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. During November 2019, the Company entered into a Convertible Promissory Note (“Note”) agreement with a related party investor. The total amount of the Note is $ 1,500,000 . The 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 Note matures on January 1, 2025. The 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 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. As of December 31, 2022 there was $ 9.9 million outstanding principal balance on the Notes and $ 690,771 in accrued interest, all included in long-term liabilities on the balance sheet. There were no payments of principal or interest during 2022. In connection with the $ 5,140,000 in convertible notes issued in 2022, 2,056,000 in warrants were issued. In November 2023, the Business Combination between Data Knights and the Company triggered the Notes’ conversion to common stock. Approximately $ 15.4 million of the total outstanding Notes plus accrued interest were converted at $ 2.50 per share of common stock. |
Canadian Emergency Business Loa
Canadian Emergency Business Loan Act (CEBA) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Canadian Emergency Business Loan Act (CEBA) | 8. Canadian Emergency Business Loan Act (CEBA) During December 2020, the Company applied for and received a $ 44,673 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 December 31, 2023. If the loan is paid back by January 18, 2024, $ 14,742 of the loan will be forgiven. If the loan is not paid back by January 18, 2023, the full $ 44,673 loan will be converted to loan repayable over three years with a 5% interest rate. The loan was paid back prior January 18, 2024. At December 31, 2023 the loans is classified as Canada Emergency Business Loan Act under Current Liabilities on the Consolidated Balance Sheet. The Company accounted for the loan as debt in accordance with FASB Accounting Standards Codification 470 Debt and accrued interest in accordance with the interest method under FASB ASC 835-30. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | 9. Shareholders’ Equity 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 in the years ended December 31, 2023 or December 31 2022. The Series A-2 preferred stock also includes a liquidation preference of 1.25 times the original issue price 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. In November 2023, the Business Combination between Data Knights and the Company triggered the Series A-2 Preferred Stock and Series A-1 Preferred Stock convert 1-1 to commons stock . 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 in the years ended December 31, 2023 or December 31 2022. The Series A-1 preferred stock also includes a liquidation preference of 1.25 times the original issue price 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. In November 2023, the Business Combination between Data Knights and the Company triggered the Series A-2 Preferred Stock and Series A-1 Preferred Stock convert 1-1 to commons stock . Common Stock In 2023, in connection with services performed by the Board of Directors common shares of 100,000 ( 100,000 - 2022) were issued at $ 1.00 per share. These were expensed as general and administrative expenses in the Statement of Operations. The table below summarizes the Common Stock activities during the year ended December 31, 2023. Schedule of Common Stock Activities Common Stock Balances, December 31, 2022 4,550,166 Balance 4,550,166 Preferred Stock to Common Stock 7,057,797 Convertible Notes to Common Stock 6,177,229 Stock Options to Common Stock 612,670 Converting of Warrants to Common Stock 3,859,464 Private OneMedNet to ONMD Public Shares (2,257,326 ) Converting Data Knights Common Stock (A and B) to ONMD Public Shares 3,460,275 Issuance Public Shares 111,957 Balances, December 31, 2023 23,572,232 Balance 23,572,232 |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | 10. 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. As there is no public data available for the share price valuation, the Company considers the Fair Market Value of $ 1 to be on the conservative side and similar to the exercise price. 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: Schedule of Options Outstanding Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2020 1,995,000 $ 1.00 $ 1,995,000 Granted - under the Plan 25,000 Exercised - Cancelled (1,072,816 ) Outstanding as of December 31, 2021 947,184 $ 1.00 $ 947,184 Granted - under the Plan 577,000 Exercised (7,500 ) Cancelled (485,684 ) Outstanding as of December 31, 2022 1,031,000 $ 1.00 $ 1,031,000 Options exercisable as of December 31, 2022 567,581 $ 1.00 $ 567,581 As of December 31, 2022 and 2021, there were 1,031,000 and 947,184 common stock options outstanding with a weighted average remaining contractual life of 7.11 years and 6.01 years, respectively. As of December 31, 2022 and 2021, there were 567,581 and 723,431 common stock options exercisable at a weighted average remaining contractual life of 5.56 years and 5.27 years, respectively. On November 7, 2023, the Company issued shares of common stock for 692,153 vested options less an exercise price of $ 1.00 . At the Special Meeting held on October 17, 2023 , Data Knights shareholders considered and approved the OneMedNet Corporation 2022 Equity Incentive Plan (the “Plan”) and reserved an amount of shares of common stock equal to 10% of the number of shares of common stock of OneMedNet following the Business Combination for issuance thereunder . The Plan was approved by the OneMedNet pre-Closing board of directors on October 17, 2023. The Plan became effective immediately upon the Closing of the Business Combination. Black Scholes Assumptions The determination of the fair value of stock options using an option valuation model is affected by the Company’s stock price valuation, as well as assumptions regarding a number of complex and subjective variables. The volatility assumption is based on volatilities of similar companies over a period of time equal to the expected term of the stock options. The volatilities of similar companies are used in conjunction with the Company’s historical volatility because of the lack of sufficient relevant history for the Company’s common stock equal to the expected term. The expected term of the employee stock options represents the weighted average period for which the stock options are expected to remain outstanding. The expected term assumption is estimated based primarily on the options’ vesting terms and remaining contractual life and employees’ expected exercise and post- vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield assumption is based on the expectation of no future dividend payouts by the Company. The fair value of the Company’s previous stock options was estimated assuming no expected dividends and the following weighted average assumptions: Schedule of Fair Value of Stock Options 2022 2021 Expected life in years 5.89 6.08 Risk-free interest rate 0.55 % 0.49 % Expected dividend yield 0.00 % 0.00 % Expected volatility 32 % 60 % The total expense recognized for share-based payments was $ 45,584 and $ 47,071 for the years ended December 31, 2022 and 2021, respectively. These costs are included in the statements of operations. As of December 31, 2022, there was $ 75,987 of unrecognized compensation costs related to stock option grants which will be recognized over the next four years. During 2023, the Company issued common stock to employees and extinguished all outstanding stock options. The 612,720 shares outstanding were recorded as stock expense in the Consolidated Statement of Operations. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Stock Warrants | |
Stock Warrants | 11. Stock Warrants In 2021, there were 174,102 OneMedNet Corporation outstanding common stock warrants issued for service at a weighted average exercise price of $ 0.10 . In 2022 for the exercise price of $ 1.00 , the OneMedNet Corporation issued 145,746 warrants for 2021 service and 294,000 warrants for 2022 service, 2,056,000 in warrants were issued attached to convertible notes. The Company expensed $ 1,346,288 in 2022 in relation to the issuance of the Warrants. In 2023 for the exercise price of $ 1.00 , the OneMedNet issued 1,670,000 in warrants attached to convertible notes. OneMedNet Corporation converted 4,165,746 warrants outstanding to common stock at an exercise price of $ 1.00 and converted 174,102 warrants outstanding to common stock at an exercise price of $ 0.10 . As of December 31, 2023 and December 31, 2022, the Company had 11,500,000 of publicly traded warrants. The warrants trade on the Nasdaq had closing price of $ .0149 and $ .0400 at December 31, 2023 and December 31, 2022 respectively. As of December 31, 2023 and December 31, 2022, the Company had 681,019 and 585,275 of private warrants outstanding. These warrants are classified as liability on the Consolidated Balance Sheet. Changes in the warrant liabilities are recorded in the Statement of Operations. As of December 31, 2023 and December 31, 2022, the warrant liabilities were $ 0.6 million and $ 0.4 respectively. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | 12. Fair Value Measures The fair value measurement accounting standards establish a framework for measuring fair value and expand disclosures about fair value measurements. The standard does not require any new fair value measurements; rather, it applies to other accounting pronouncements that require or permit fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This pronouncement also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows: Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability The following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above input categories as of December 31, 2023 and December 31, 2022 (in thousands): Schedule of Financial Assets Year Ended December 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Investments held in Trust $ — $ — $ — $ — $ 29,029,416 $ — $ — $ 29,029,416 Total Assets $ — $ — $ — $ — $ 29,029,416 $ — $ — $ 29,029,416 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Loan Extensions Data Knights closed its initial public offering in May 2021 and had 12 months to complete a business combination. Alternatively, the Data Knight could extend the period up to two times for an additional three months each time with an extension costing $ 1.2 million. Data Knights received a total of $ 300,000 from members of the Company’s Management and Directors. As of December 31, 2023 and December 31, 2022 the total extension loan including interest outstanding was $ 3.0 million and $ 2.5 million, respectively. PIPE Convertible Notes and Warrants In November 2023, the Company entered into a Securities Purchase Agreement (SPA) in which the Company was required to sell senior secured convertible notes and warrants to Directors of the Company. The SPA stipulates a collateral security agreement between the Company and the Directors for punctual payment and performance by the Company on its Obligations to the Directors. The Intellectual Property of the Company serves as the collateral for the Directors. The senior secured convertible notes and warrants were issued through a private issuance of a public entity (PIPE) transaction, which is a form of debt and equity offering under an exception in the securities law for qualifying private placements by issuers of publicly traded securities. The Company received a total of $ 1.5 million from the director in exchange for senior convertible notes of $ 1.6 million (plus accrued interest of $ 0.1 million) and 95,745 warrants to acquire common stock. The senior secured notes are convertible to the conversion rate of $ 10.00 per share, and 92.5% of the lowest VWAP for the ten (10) trading days immediately preceding the conversion Date, subject to the floor price of $1.14 (representing 20% of the closing price on the last trading day before the closing of the Business Combination), or the alternative conversion ratio the greater of the floor price and the lesser of 80% of the VWAP of the common stock as of the trading day and 80% of the price computed as the quotient of the sum of the VWAP of the Common Stock for each of the three Trading Days with the lowest VWAP of the Common Stock during the fifteen consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by three . All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. The warrants are classified as equity and the total proceeds received from the Directors are allocated based on the relative fair values of the convertible notes and the warrants at the issued date. The portion allocable to warrants is accounted for as paid-in capital. The senior secured convertible notes are classified as long term debt in the Consolidated Balance Sheet. The estimate fair value of the senior secured convertible notes at December 31, 2023 was $ 1.2 million. |
Commitments, Contingencies, and
Commitments, Contingencies, and Concentrations Operating lease | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies, and Concentrations Operating lease | 14. Commitments, Contingencies, and Concentrations Operating lease The Company has a month-to-month lease for a suite at a cost of $ 575 per month. The Company incurred $ 7,695 and $ 7,694 of rent expense, including common tenant costs and cancellation costs, during the years ended December 31, 2023 and 2022, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has evaluated subsequent events occurring through April 9, 2024, the date the financial statements were available for issuance, for events requiring recording or disclosure in the Company’s financial statements. During 2024, through to 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. During 2024, through to the date of this report, the Company bought back 187,745 shares of Common Stock from a convertible note holder. During 2024, through to the date of this report, the Company received $ 1,000,000 from a majority shareholder for the purchase of shares, and an additional $ 300,000 treated as a shareholder loan. During 2024, through to the date of this report, the Company entered into a definitive securities purchase agreement with an institutional investor providing up to $ 4.54 million in funding through a private placement for the issuance of senior convertible notes. As previously announced on Form 8-K, on March 28, 2024, OneMedNet Corporation (the “Company”) entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd., an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to USD$ in funding through a private placement for the issuance of senior secured convertible notes (the “Notes”). As previously announced on Form 8-K, on March 27, 2024, Paul J. Casey, Chief, Chief Executive Officer of the Company, notified the Company of his intention to retire as Chief Executive Officer of the Company effective March 29, 2024. Mr. Casey will continue to serve as a member of the Board of Directors (the “Board”) of the Company. In connection with Mr. Casey’s service on the Advisory Board of the Company, the Board approved a Stock Option Grant (the “Option Grant”) providing for the grant of 147,000 five-year options exercisable at $ 1.00 per share adviser to Mr. Casey. Also on March 27, 2024, Scott Holbrook, a member of the Board of the Company and a member of the Company’s Audit Committee, notified the Company of his intention to retire from the Company’s Board effective March 29, 2024. Effective March 29, 2024, the Board (i) appointed Mr. 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. Aaron Green, to serve as a member of the Board to fill the vacancy created by the retirement of Scott Holbrook; and (iii) appointed Board member, Dr. Thomas Kosasa, to serve on the Company’s Audit Committee, also to fill the vacancy created by the retirement of Scott Holbrook. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Foreign Currency Translation | Basis of Presentation and Foreign Currency Translation The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Business Combination | Business Combination We account for business acquisitions under ASC Topic 805, Business Combinations (“ASC Topic 805”). The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the total purchase consideration. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. |
Use of Estimates | 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 the related 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, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and unit and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. |
Operating Segments | 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 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 FDIC Insured limits. The Company believes that, as of December 31, 2023, its risk relating to deposits exceeding federally insured limits was not significant. |
Accounts Receivable | Accounts Receivable 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 doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As of December 31, 2023 and 2022, the Company established allowances of $ 0 and $ 102,700 respectively. The net receivable balances outstanding are fully collectible. 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 year ended December 31, 2023, there was 1 customer that accounted for 10 % or more of total revenue, and there were 2 customers that accounted for 10 % or more of total revenue for the years ended December 31, 2022 . The following table represents these customers’ aggregate percent of total revenue: Schedule Of Aggregate Percentage Revenue and Accounts Receivable December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Customer 1 52 % 31 % Customer 2 - 22 % Aggregate Percent of Total Revenue 52 % 53 % As of December 31, 2023, three 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: December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Customer 1 - 40 % Customer 2 36 % - Customer 3 33 % - Customer 4 - 32 % Customer 5 27 % - Aggregate Percent of Total Accounts Receivable 96 % 72 % Aggregate Percent of Revenue and Accounts Receivable 96 % 72 % |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated 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 | 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 during the years ended December 31, 2023 or December 31, 2022. |
Fair Value of Financial Instruments | 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 Level 2 Level 3 We measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical assets or liabilities. Other marketable securities were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold significant amounts of marketable securities categorized as Level 3 assets as of the years ended December 31, 2022 and December 31, 2023. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, convertible notes payable and certain privately issued warrants. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable financial instruments approximate their fair value due to their short-term nature. The Company’s Private Warrants estimated fair values are provided by a third party pricing vendor and are reviewed by the Company’s management. The Private Warrants valuations are based on unobservable inputs reflecting the vendor’s assumptions, consistent with reasonably available assumptions made by other market participants and thus are classified as Level 3. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are 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. 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 on a fixed fee basis 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. |
Income Taxes | Income Taxes The Company is subject to U.S. federal, state and local income taxes. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affects amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company provides deferred taxes at the enacted tax rate that is expected to apply when the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits. |
Patents and Trademarks | 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 expenses on the consolidated statements of operations. |
Research and Development | Research and Development The Company account for its research and development cost in accordance with ASC Topic 730, Research and Development (“ASC Topic 730”). ASC Topic 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 years ended December 31, 2023 and December 31, 2022 research and development expenditures were charged to operating expense as incurred.. |
Stock-based Compensation | Stock-based Compensation The Company has a stock-based compensation plan, which is described in more detail in Note 8. The fair value of stock option and warrant grants are determined on the date of grant using the Black Scholes valuation model. Forfeitures of stock based awards are recorded as the actual forfeitures occur. Stock based compensation expense is recognized over the service period, net of estimated forfeitures, using the straight-line method. The Company converted all unvested stock based compensation awards to common shares in the year ended December 31, 2023. |
General, and Administrative Expenses | General, and Administrative Expenses 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, intangible asset amortization, and depreciation expense. |
Emerging Growth Company | 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 | Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASC Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Aggregate Percentage Revenue and Accounts Receivable | Schedule Of Aggregate Percentage Revenue and Accounts Receivable December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Customer 1 52 % 31 % Customer 2 - 22 % Aggregate Percent of Total Revenue 52 % 53 % As of December 31, 2023, three 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: December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Customer 1 - 40 % Customer 2 36 % - Customer 3 33 % - Customer 4 - 32 % Customer 5 27 % - Aggregate Percent of Total Accounts Receivable 96 % 72 % Aggregate Percent of Revenue and Accounts Receivable 96 % 72 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment | Schedule of Property And Equipment 2023 2022 Computers $ 246,578 $ 259,207 Furniture and equipment 35,708 3,785 Total Property and Equipment 282,286 262,992 Less: accumulated depreciation (183,415 ) (179,895 ) Net Property and Equipment $ 98,871 $ 83,097 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | Components of deferred income taxes are as follows as of December 31: Schedule of Deferred Income Taxes 2023 2022 Deferred Tax Assets Net operating loss carry forward $ 6,823,785 $ 6,973,587 Stock Compensation 1,035,947 481,144 Other - 53,268 Gross deferred tax assets 7,859,732 7,507,999 Less valuation allowance (7,859,732 ) (7,507,999 ) Net deferred tax assets - - |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Activities | The table below summarizes the Common Stock activities during the year ended December 31, 2023. Schedule of Common Stock Activities Common Stock Balances, December 31, 2022 4,550,166 Balance 4,550,166 Preferred Stock to Common Stock 7,057,797 Convertible Notes to Common Stock 6,177,229 Stock Options to Common Stock 612,670 Converting of Warrants to Common Stock 3,859,464 Private OneMedNet to ONMD Public Shares (2,257,326 ) Converting Data Knights Common Stock (A and B) to ONMD Public Shares 3,460,275 Issuance Public Shares 111,957 Balances, December 31, 2023 23,572,232 Balance 23,572,232 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Options Outstanding | Information with respect to options outstanding is summarized as follows: Schedule of Options Outstanding Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2020 1,995,000 $ 1.00 $ 1,995,000 Granted - under the Plan 25,000 Exercised - Cancelled (1,072,816 ) Outstanding as of December 31, 2021 947,184 $ 1.00 $ 947,184 Granted - under the Plan 577,000 Exercised (7,500 ) Cancelled (485,684 ) Outstanding as of December 31, 2022 1,031,000 $ 1.00 $ 1,031,000 Options exercisable as of December 31, 2022 567,581 $ 1.00 $ 567,581 |
Schedule of Fair Value of Stock Options | The fair value of the Company’s previous stock options was estimated assuming no expected dividends and the following weighted average assumptions: Schedule of Fair Value of Stock Options 2022 2021 Expected life in years 5.89 6.08 Risk-free interest rate 0.55 % 0.49 % Expected dividend yield 0.00 % 0.00 % Expected volatility 32 % 60 % |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets | The following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above input categories as of December 31, 2023 and December 31, 2022 (in thousands): Schedule of Financial Assets Year Ended December 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Investments held in Trust $ — $ — $ — $ — $ 29,029,416 $ — $ — $ 29,029,416 Total Assets $ — $ — $ — $ — $ 29,029,416 $ — $ — $ 29,029,416 |
Organization and Operations (De
Organization and Operations (Details Narrative) - Securities Purchase Agreement [Member] - USD ($) | 1 Months Ended | |
Jun. 28, 2023 | Nov. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt Instrument, Description | The senior secured notes are convertible to the conversion rate of $ | |
Data Knights Acquisition Corp [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt Instrument, Issued, Principal | $ 1,595,744.70 | |
Payments to Acquire Businesses, Gross | $ 1,500,000 | |
Debt Instrument, Description | Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date. | |
Investments | $ 1,500,000 |
Schedule Of Aggregate Percentag
Schedule Of Aggregate Percentage Revenue and Accounts Receivable (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer Benchmark [Member] | Customer One [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 52% | 31% |
Revenue from Contract with Customer Benchmark [Member] | Customer Two [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 22% | |
Revenue from Contract with Customer Benchmark [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 52% | 53% |
Accounts Receivable [Member] | Customer One [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 40% | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 36% | |
Accounts Receivable [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 96% | 72% |
Accounts Receivable [Member] | Customer Three [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 33% | |
Accounts Receivable [Member] | Customer Four [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 32% | |
Accounts Receivable [Member] | Customer Five [Member] | ||
Product Information [Line Items] | ||
Aggregate Percent of Revenue and Accounts Receivable | 27% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 102,700 |
Impairment of Long-Lived Assets to be Disposed of | $ 0 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 55,082,677 | $ 43,509,964 |
Schedule of Property And Equipm
Schedule of Property And Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 282,286 | $ 262,992 |
Less: accumulated depreciation | (183,415) | (179,895) |
Net Property and Equipment | 98,871 | 83,097 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 246,578 | 259,207 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 35,708 | $ 3,785 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 27,983 | $ 24,807 |
Schedule of Deferred Income Tax
Schedule of Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets | ||
Net operating loss carry forward | $ 6,823,785 | $ 6,973,587 |
Stock Compensation | 1,035,947 | 481,144 |
Other | 53,268 | |
Gross deferred tax assets | 7,859,732 | 7,507,999 |
Less valuation allowance | (7,859,732) | (7,507,999) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 351,734 | $ 1,384,220 |
Deferred Tax Assets, Valuation Allowance | 7,859,732 | $ 7,507,999 |
Data Knights Acquisition Corp [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 155,700,000 | |
Deferred Tax Assets, Valuation Allowance | 168,300,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 21,000,000 | |
Operating Loss Carryforwards | 10,300,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 23,000,000 | |
Operating Loss Carryforwards | $ 8,900,000 |
Convertible Promissory Notes _2
Convertible Promissory Notes held by Related Party (Details Narrative) - USD ($) | Nov. 11, 2022 | Dec. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2019 |
Short-Term Debt [Line Items] | ||||||
Convertible Notes Payable | $ 5,140,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 0.10 | |||
Accrued Liabilities | $ 690,771 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,056,000 | 174,102 | ||||
Convertible Promissory Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 9,900,000 | |||||
Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible Notes Payable | $ 2,300,000 | 4,700,000 | ||||
Related Party [Member] | Data Knights Acquisition Corp [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible Notes Payable | 1,200,000 | $ 15,400,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 2.50 | |||||
Related Party [Member] | Convertible Promissory Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible Notes Payable | $ 1,500,000 | |||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||
Proceeds from Issuance or Sale of Equity | $ 5,000,000 | |||||
[custom:EquityFinancingDescription] | 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 while such Note remains outstanding, into shares of the Company’s Series A-2 Preferred Stock at a conversion price equal to $ | |||||
Related Party [Member] | Convertible Promissory Notes [Member] | Series A-2 Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Preferred Stock, Convertible, Conversion Price | $ 2.50 | |||||
Nonrelated Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible Notes Payable | $ 1,875,000 | $ 440,000 |
Canadian Emergency Business L_2
Canadian Emergency Business Loan Act (CEBA) (Details Narrative) - CEBA Loan [Member] | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 USD ($) | Dec. 31, 2020 USD ($) | |
Short-Term Debt [Line Items] | ||
Proceeds from Issuance of Unsecured Debt | $ 44,673 | |
Debt Instrument, Decrease, Forgiveness | $ 14,742 | |
Debt Conversion, Original Debt, Amount | $ 44,673 | |
Debt Instrument, Term | 3 years | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% |
Schedule of Common Stock Activi
Schedule of Common Stock Activities (Details) - Common Stock [Member] - Board of Directors Chairman [Member] | 12 Months Ended |
Dec. 31, 2023 shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance, shares | 4,550,166 |
Preferred Stock to Common Stock | 7,057,797 |
Convertible Notes to Common Stock | 6,177,229 |
Stock Options to Common Stock | 612,670 |
Converting of Warrants to Common Stock | 3,859,464 |
Private OneMedNet to ONMD Public Shares | (2,257,326) |
Converting Data Knights Common Stock (A and B) to ONMD Public Shares | 3,460,275 |
Issuance Public Shares | 111,957 |
Ending balance, shares | 23,572,232 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred Stock, Convertible, Terms | Series A-2 Preferred Stock and Series A-1 Preferred Stock convert 1-1 to commons stock | |
Share Price | $ 1 | |
Board Of Directors [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 100,000 | 100,000 |
Share Price | $ 1 | |
Series A-2 Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 0.15 | |
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 20 | |
Series A-1 Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 0.15 | |
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 20 |
Schedule of Options Outstanding
Schedule of Options Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding, ending balance | 947,184 | 1,995,000 |
Weighted average exercise price, begining balance | $ 1 | $ 1 |
Aggregate Intrinsic value, begining balance | $ 947,184 | $ 1,995,000 |
Options, Granted - under the Plan | 577,000 | 25,000 |
Options, Granted - under the Plan | 7,500 | |
Options, cancelled | (485,684) | (1,072,816) |
Weighted average exercise price, ending balance | $ 1 | $ 1 |
Aggregate Intrinsic value, ending balance | $ 1,031,000 | $ 947,184 |
Options, Granted - under the Plan | (7,500) | |
Options outstanding, ending balance | 1,031,000 | 947,184 |
Options exercisable | 567,581 | 723,431 |
Weighted average exercise price, exercisable | $ 1 | |
Aggregate Intrinsic value, exercisable | $ 567,581 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
[custom:EquitySecuritiesFvNiMeasurementTerm] | 5 years 10 months 20 days | 6 years 29 days |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity Securities, FV-NI, Measurement Input | 0.55 | 0.49 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity Securities, FV-NI, Measurement Input | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity Securities, FV-NI, Measurement Input | 32 | 60 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 12 Months Ended | |||||
Oct. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 07, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,031,000 | 947,184 | 1,995,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 1 month 9 days | 6 years 3 days | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 567,581 | 723,431 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 6 months 21 days | 5 years 3 months 7 days | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 692,153 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 1 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | common stock equal to 10% of the number of shares of common stock of OneMedNet following the Business Combination for issuance thereunder | |||||
Share-Based Payment Arrangement, Expense | $ 45,584 | $ 47,071 | ||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 75,987 | |||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 612,720 | |||||
Employees Directors and Consultants [Member] | New Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||
Shares Issued, Price Per Share | $ 1 | |||||
Employees Directors and Consultants [Member] | New Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,056,000 | 174,102 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 0.10 |
Proceeds from Issuance of Warrants | $ 1,346,288 | ||
Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 174,102 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||
Warrant One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Class of Warrant or Right, Outstanding | 4,165,746 | ||
Publicly Traded Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0400 | $ 0.0149 | |
Class of Warrant or Right, Outstanding | 11,500,000 | ||
Private Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Outstanding | 585,275 | 681,019 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Other Liabilities | $ 400,000 | $ 600,000 | |
Convertiable Notes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,056,000 | 1,670,000 | |
2021 Service [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 145,746 | ||
2022 Service [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 294,000 |
Schedule of Financial Assets (D
Schedule of Financial Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | $ 29,029,415 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | 29,029,416 | |
Fair Value, Recurring [Member] | Investments Held in Trust [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | 29,029,416 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | 29,029,416 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Investments Held in Trust [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | 29,029,416 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Investments Held in Trust [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Investments Held in Trust [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured and recorded fair value |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 28, 2023 | Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Convertible Notes Payable | $ 5,140,000 | |||
Proceeds from Convertible Debt | $ 1,549,820 | |||
Accrued Liabilities | 690,771 | |||
Senior Notes, Current | 1,200,000 | |||
Securities Purchase Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Convertible Debt | $ 1,500,000 | |||
Debt Instrument, Description | The senior secured notes are convertible to the conversion rate of $ | |||
Debt Instrument, Convertible, Conversion Price | $ 10 | |||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 95,745 | |||
Securities Purchase Agreement [Member] | Senior Convertible Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Convertible Debt | $ 1,600,000 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible Notes Payable | 2,300,000 | 4,700,000 | ||
[custom:ExtensionLoan-0] | 3,000,000 | $ 2,500,000 | ||
Related Party [Member] | Securities Purchase Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued Liabilities | 100,000 | |||
Related Party [Member] | Management and Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
[custom:ExtensionLoan-0] | 300,000 | |||
Data Knights Acquisition Corp [Member] | Securities Purchase Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Description | Pursuant to the Securities Purchase Agreement, Data Knights will issue and sell to each of the Purchasers, a new series of senior secured convertible notes (the “PIPE Notes”), which are convertible into shares of Common Stock at the Purchasers election at a conversion price equal to the lower of (i) $10.00 per share, and (ii) 92.5% of the lowest volume weighted average trading price for the ten (10) Trading Days immediately preceding the Conversion Date. | |||
Data Knights Acquisition Corp [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible Notes Payable | $ 15,400,000 | $ 1,200,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 2.50 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Concentrations Operating lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease, Cost | $ 575 | |
Operating Leases, Rent Expense, Net | $ 7,695 | $ 7,694 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 27, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds from Related Party Debt | $ 465,024 | |||
Share Price | $ 1 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 4,540,000 | |||
Subsequent Event [Member] | Majority Shareholder [Member] | ||||
Subsequent Event [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | 1,000,000 | |||
Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Combination, Consideration Transferred | $ 3,000,000 | |||
Stock Repurchased During Period, Shares | 187,745 | |||
Proceeds from Related Party Debt | $ 300,000 | |||
Forecast [Member] | Board of Directors Chairman [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Repurchased During Period, Shares | 147,000 | |||
Share Price | $ 1 | |||
Forecast [Member] | EF Hutton [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 256,944 | |||
Forecast [Member] | Kingwood Capital Partners LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 20,834 |