SEC Form SC 13G filed by OneMedNet Corp

  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__)*

OneMedNet Corporation

(Name of Issuer) 

Common Stock, par value $0.0001 per share

  (Title of Class of Securities)  

68270C103

(CUSIP Number)

September 25, 2024

  (Date of Event which Requires Filing of this Statement)  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G 

Item 1.

OneMedNet Corporation

6385 Old Shady Oak Road, Suite 250 

Eden Prairie, MN 55344.

(a) Name of Person Filing.

(b) Address of Principal Business Office or, if none, Residence.

Orlando, FL 32836

(c) Citizenship.

(d) Title of Class of Securities.

Common Stock, par value $0.0001 per share

(e) CUSIP Number.

68270C103

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

(a) Amount Beneficially Owned.

3,215,650

(b) Percent of Class.

9.5%

(c) Number of shares as to which such person has:

Off the Chain LP: 0 

Off the Chain Capital, LLC: 0

Off the Chain LP: 3,215,650 

Off the Chain Capital, LLC: 3,215,650

Off the Chain LP: 0 

Off the Chain Capital, LLC: 0

Off the Chain LP: 3,215,650 

Off the Chain Capital, LLC: 3,215,650

Not applicable.

Not applicable.

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Item 11. Material to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 1, 2024