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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): November 6, 2025
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
November 6, 2025, Jair Clarke informed the Board of Directors (the “Board”) of OneMedNet Corporation (the “Company”)
that he will not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
Mr. Clarke’s decision not to stand for re-election was not based on any disagreement with the Company or management. Mr.
Clarke will remain a director until the Annual Meeting and he will continue to serve the Company in an advisory capacity following
the Annual Meeting.
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:
November 7, 2025
| |
ONEMEDNET
CORPORATION |
| |
|
|
| |
By: |
/s/
Aaron Green |
| |
|
Aaron
Green |
| |
|
Chief
Executive Officer |
