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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 |
