What pricing terms apply to OneMedNet (ONMD) share sales to Yorkville?

Shares sold under the agreement will be purchased at 97% of the Market Price, as defined in the SEPA. OneMedNet may also set a minimum acceptable price for each advance, below which it is not required to sell any shares.

What are the share and ownership limits in OneMedNet’s (ONMD) SEPA?

Yorkville cannot acquire shares that would push its beneficial ownership above 4.99%. Total issuances are capped at 11,386,834 shares, or 19.99% of the 56,952,652 shares outstanding as of June 30, 2026, unless shareholders approve more.

OneMedNet sets $25M standby share purchase deal

Q: How much capital can OneMedNet (ONMD) raise under the Standby Equity Purchase Agreement?

The agreement permits OneMedNet to sell up to $25 million of common stock to YA II PN, Ltd. This capacity is available over a 36-month term, with each share sale priced at 97% of the Market Price as defined in the agreement.

Q: When can OneMedNet (ONMD) start requesting advances under the SEPA?

OneMedNet may request advances only after a resale registration statement covering the SEPA shares becomes effective. Without this effective registration, the company is not permitted to draw on the standby equity facility.

Q: How large can each individual advance be under OneMedNet’s (ONMD) SEPA?

Each advance is limited to the greater of 500,000 shares and 100% of the stock’s average daily trading volume over the five trading days before the request. This structure ties advance size to actual market liquidity.

OneMedNet Corporation entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. that allows the company, at its option, to sell up to $25 million of common stock over time.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OneMedNet Corporation entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. that allows the company, at its option, to sell up to $25 million of common stock over time. Sales can begin only after a resale registration statement for these shares becomes effective.

The agreement runs for 36 months. Each advance is limited to the greater of 500,000 shares and 100% of the stock’s five-day average trading volume, and is priced at 97% of the Market Price as defined in the agreement. Yorkville cannot exceed 4.99% beneficial ownership and, absent shareholder approval, total issuances are capped at 11,386,834 shares, which the company states is 19.99% of the 56,952,652 shares outstanding as of June 30, 2026.

Insights

OneMedNet secures a flexible $25M equity facility with issuance caps.

OneMedNet Corporation has arranged a Standby Equity Purchase Agreement with YA II PN, Ltd., giving it the option to raise up to $25 million by periodically selling common shares. Pricing at 97% of Market Price ties funding terms directly to the prevailing stock price.

The structure includes several protections: a 4.99% beneficial ownership limit for Yorkville and an Exchange Cap of 11,386,834 shares, equal to 19.99% of 56,952,652 shares outstanding as of June 30, 2026, unless shareholders approve more. Share sales also depend on an effective resale registration statement.

This arrangement can provide incremental liquidity over the 36‑month term, but actual usage will depend on the company’s capital needs and market conditions. Subsequent disclosures about advances under the agreement in future company filings may clarify how much of the $25 million capacity is utilized.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Standby equity capacity: $25 million Agreement term: 36 months Purchase price discount: 97% of Market Price +5 more

8 metrics

Standby equity capacity $25 million Maximum aggregate common stock sales under SEPA

Agreement term 36 months SEPA terminates on its 36-month anniversary

Purchase price discount 97% of Market Price Share purchase price under each advance

Minimum advance size 500,000 shares Each advance capped at greater of 500,000 shares and 100% ADV

Beneficial ownership limit 4.99% Maximum voting power or share ownership by Yorkville

Exchange Cap shares 11,386,834 shares Cap on issuances without shareholder approval

Shares outstanding baseline 56,952,652 shares Common stock outstanding as of June 30, 2026

Exchange Cap percentage 19.99% Exchange Cap as a percentage of shares outstanding

Key Terms

Standby Equity Purchase Agreement, resale registration statement, Market Price, Exchange Cap, +1 more

5 terms

Standby Equity Purchase Agreement financial

"entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, Ltd."

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

resale registration statement regulatory

"following the effectiveness of a resale registration statement covering the shares of Common Stock issued under the SEPA."

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Market Price financial

"The shares would be purchased at a price equal to 97% of the Market Price as defined in the SEPA."

Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.

Exchange Cap financial

"would exceed 11,386,834 shares of Common Stock ... (the “Exchange Cap”) unless shareholders approved issuances in excess of the Exchange Cap."

beneficially owning regulatory

"Yorkville will not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power"

FAQ

What did OneMedNet (ONMD) announce in this 8-K filing?

OneMedNet entered a Standby Equity Purchase Agreement with YA II PN, Ltd. It may sell up to $25 million of common stock over time, subject to an effective resale registration statement and various ownership and share issuance limits.

How much capital can OneMedNet (ONMD) raise under the Standby Equity Purchase Agreement?

The agreement permits OneMedNet to sell up to $25 million of common stock to YA II PN, Ltd. This capacity is available over a 36-month term, with each share sale priced at 97% of the Market Price as defined in the agreement.

When can OneMedNet (ONMD) start requesting advances under the SEPA?

OneMedNet may request advances only after a resale registration statement covering the SEPA shares becomes effective. Without this effective registration, the company is not permitted to draw on the standby equity facility.

How large can each individual advance be under OneMedNet’s (ONMD) SEPA?

Each advance is limited to the greater of 500,000 shares and 100% of the stock’s average daily trading volume over the five trading days before the request. This structure ties advance size to actual market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 05:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2026

ONEMEDNET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40386

86-2076743

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6385 Old Shady Oak Road, Suite 250

Eden Prairie, MN 55344

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 800-918-7189

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ONMD	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	ONMDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Standby Equity Purchase Agreement

On July 1, 2026, OneMedNet Corporation, a Delaware corporation (“the Company”) entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the SEPA, subject to certain conditions, the Company has the option to sell to Yorkville an aggregate amount of up to up to $25 million of the Company’s shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at the Company’s request from time to time following the effectiveness of a resale registration statement covering the shares of Common Stock issued under the SEPA. The SEPA terminates on its 36-month anniversary.

Each advance may not exceed the greater of 500,000 shares and 100% of the average daily volume traded of the Common Stock during the five trading days immediately prior to requested advance. The shares would be purchased at a price equal to 97% of the Market Price as defined in the SEPA. The Company may establish a minimum acceptable price in each advance below which the Company will not be obligated to make any sales to Yorkville.

Any purchase under an advance would be subject to certain limitations, including that Yorkville will not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of Common Stock or any shares that when aggregated with shares issued under all other earlier Advances, would exceed 11,386,834 shares of Common Stock (representing 19.99% of the 56,952,652 shares of Common Stock outstanding as of June 30, 2026) (the “Exchange Cap”) unless shareholders approved issuances in excess of the Exchange Cap.

The foregoing description of the SEPA is not complete and is qualified in its entirety by reference to the SEPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Pursuant to the SEPA, the Company agreed to file a resale registration statement covering the shares of Common Stock issued under the SEPA. The Company may not request any advances unless there is an effective resale registration statement covering the applicable shares.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Standby Equity Purchase Agreement, dated as of July 1, 2026, by and between OneMedNet Corporation and YA II PN, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 1, 2026

	ONEMEDNET CORPORATION

	By:	/s/ Aaron Green
		Aaron Green
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 309.9 KB

OneMedNet sets $25M standby share purchase deal

Rhea-AI Filing Summary

Positive

Negative