Full Press Release Details
OneMedNet, An Expert and Leader in Clinical
Imaging Innovation and Data Solutions, to Become Publicly Traded Via Combination with Data Knights Acquisition Corp.
~ Transaction values OneMedNet at pro forma enterprise
value of $317 million ~
~ OneMedNet, embraces the promise of Regulatory
Grade Real World Data, satisfying a crucial need within the Life Sciences~
~ OneMedNet CEO, Paul Casey will continue to lead
the Newly Combined Company ~
~ Transaction provides OneMedNet the capital to
accelerate growth initiatives in a $400 billion market ~
~ Business combination expected to close in the
second half of 2022 ~
~ Joint investor call on April 25, 2022 at 9:00
MN and London, UK - April 25, 2022 - OneMedNet Corporation, the leading curator of regulatory-grade Imaging Real
Word Data ("RWD") and Data Knights Acquisition Corp. ("Data Knights") (Nasdaq: DKDCA, DKDCW), a special purpose
acquisition company, today announced the signing of a definitive business combination agreement that will result in a newly combined company
(the "Company") named OneMedNet to be listed under the symbol ONMD. Upon the closing of the transaction, OneMedNet will continue
to be led by its CEO, Mr. Paul Casey, a 40-year public company veteran with a proven track record driving value creation and expansion.
The boards of directors of OneMedNet and Data Knights Acquisition Corp. have unanimously approved the transaction.
OneMedNet's innovation solutions connect
healthcare providers and patients, offering direct access to clinical images and associated contextual patient record. OneMedNet proved
the commercial and regulatory viability of imaging RWD, a promising emerging market, and provides regulatory-grade image-centric RWD that
exactly matches OneMedNet's Life Science Partners' Case Selection Protocol. With a growing federated network of 90+ healthcare
providers, OneMedNet has the immediate ability to quickly search and extensively curate multi-layer data from a Federated group of healthcare
Paul Casey, CEO of OneMedNet, commented, "Today's
announcement is a tremendous milestone for OneMedNet. Since joining the board of OneMedNet in 2021, and most recently assuming the CEO
role, my focus has been on readying the Company for its journey as a publicly traded entity. This merger is the next, necessary step in
our incredible journey and through this transaction we will be further positioned to fuel our growth trajectory. OneMedNet is uniquely
positioned within the clinical trial and clinical research industries, which together represent a $400 billion market. Our runway is limitless
and this merger with Data Knights is just the beginning."
Mr. Jeffrey Yu, Founder and Chairman of OneMedNet
added, "With the merger contemplated in today's announcement, OneMedNet will have the added resources to accelerate and expand
our quest to speed diagnostics and therapeutics to market. As evident by the COVID-19 pandemic, diseases and viruses evolve and spread
quickly, speed is essential in the industry we serve. By providing regulatory grade RWD meeting FDA and other worldwide regulatory requirements,
we enable life sciences companies to bring safer, more effective cures, vaccines, medical devices and artificial intelligence to market
faster at a lesser expense."
Mr. Barry Anderson, Chairman and CEO of Data Knights
Acquisition Corp., offered, "Upon the formation and initial listing of Data Knights Acquisition Corp., our team had been focused
on finding the best tech, cloud and data industry partners, while evaluating numerous potential candidates. This partner was realized
in OneMedNet, the leading curator and the only provider of regulatory grade imaging RWD on demand. We believe, OneMedNet's unique
positioning, extensive pipeline, and high barriers to entry are perfectly poised to benefit from this transaction and we look forward
to assisting Paul and his team in their continued growth journey."
OneMedNet Investment Highlights:
OneMedNet's board will be comprised of seven
directors, including Firdauz Edmin Mokhtar, Data Knights current CFO, and five directors appointed by OneMedNet. A least four of the directors
will be independent, consistent with the applicable Nasdaq listing rules.
Under the terms of the proposed transaction, OneMedNet
will combine with Data Knights Acquisition Corp. and will become a publicly traded entity under the name "OneMedNet." The
transaction reflects an implied pro-forma enterprise value at closing of approximately $317 million.
Assuming no redemptions by Data Knights'
existing public stockholders, aggregate consideration to OneMedNet equity holders will be approximately $317 million, consisting of up
to $117 million of cash consideration and $200 million or more of rollover equity. The cash consideration will be funded by Data Knights'
cash in trust of approximately $117 million.
The combined company plans to retain up to $113
million of cash on its balance sheet following the transaction, which would provide financial flexibility and facilitate organic and inorganic
growth opportunities.
At the closing of the business combination approximately
29% of the common stock of the combined company is expected to be held by public investors, with existing OneMedNet equity holders owning
The transaction is expected to close during the
second half of 2022, subject to the satisfaction of customary closing conditions.
ARC Group Ltd. is acting as sole financial advisor
and capital markets advisor to Data Knights Acquisition Corp. Rimon P.C. is acting as legal counsel to OneMedNet Corporation. Nelson Mullins
LLP is acting as legal counsel to Data Knights Acquisition Corp.
Conference Call Information
Management of OneMedNet Corporation and Data Knights
will host an investor call on April 25, 2022, at 9:00 am ET to discuss the proposed transaction.
For those who wish to participate, the domestic
toll-free access number is 1-877-407-0792, or for international callers, 1-201-689-8263. A telephone replay will be available shortly
after the call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671.
call, can be access here.
Knights will file a Current Report on Form 8-K prior to the call, which will be available on the SEC's website at www.sec.gov.
About OneMedNet Corporation
Founded in 2009, OneMedNet provides innovative
solutions that unlock the significant value contained within the clinical image archives of healthcare providers. Employing its proven
OneMedNet iRWD solution, OneMedNet securely de-identifies, searches, and curates a data archive locally, bringing a wealth of internal
and third-party research opportunities to providers. By leveraging this extensive federated provider network, together with industry leading
technology and in-house clinical expertise, OneMedNet successfully meets the most rigorous RWD Life Science requirements.
About Data Knights Acquisition Corp.
Data Knights Acquisition Corp. is a blank check
company formed for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar
business combination with one or more tech or software businesses or entities.
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial
measures that are not prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and
that may be different from non-GAAP financial measures used by other companies. Data Knights Acquisition Corp. and OneMedNet believe that
the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results
and trends of OneMedNet. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures
determined in accordance with GAAP. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are
presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting
and quantifying certain amounts that are necessary for such reconciliation.
Important Information About the Proposed Business
Combination and Where to Find It
business combination will be submitted to the stockholders of Data Knights Acquisition Corp. ("Data Knights") for their consideration.
Data Knights intends to file a preliminary proxy statement on Schedule 14A (the "Preliminary Proxy Statement") with the SEC
to be distributed to the stockholders of Data Knights in connection with Data Knights solicitation for proxies for the vote by the stockholders
of Data Knights connection with the proposed business combination and other matters as described in the Preliminary Proxy Statement.
After the Preliminary Proxy Statement has been filed and cleared for dissemination by the SEC, Data Knights will mail a definitive proxy
statement (the "Definitive Proxy Statement") and other relevant documents to its stockholders as of the record date established
for voting on the proposed business combination. Before making any voting decision, the stockholders of Data Knights and other interested
persons are advised to read, once available, the Preliminary Proxy Statement and any amendments thereto and, once available, the Definitive