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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2025, the Board of Directors (the “Board”) of OneMedNet Corporation (the “Company”) increased the size of the Board to nine directors, and upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Dr. Kenneth Alleyne to serve as a Class III Director of the Board to fill the vacancy created by the expansion of the Board. The Board also appointed Dr. Alleyne to serve on the Audit Committee of the Board.
The Board affirmatively determined that Dr. Alleyne qualifies as an “independent director” under the Nasdaq listing requirements and meets the heightened standards of independence for audit committee membership under the applicable rules of the Securities and Exchange Commission. There are no family relationships between Dr. Alleyne and any other director or executive officer of the Company. In addition, there are no understandings or arrangements with any person pursuant to which Dr. Alleyne was selected as a director, and Dr. Alleyne is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
As a non-employee director of the Company, Dr. Alleyne will be entitled to receive the same compensation as other non-employee directors as disclosed in the Company’s definitive proxy statement filed on November 8, 2024. The Company will enter into an indemnity agreement with Dr. Alleyne in the same form as previously entered into by the Company with its other non-management directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 3, 2025 | ||
| ONEMEDNET CORPORATION | ||
| By: | /s/ Aaron Green | |
| Aaron Green | ||
| Chief Executive Officer | ||