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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): September 26, 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) |
|
(IRS
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
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications 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-commencement
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 lot of 10 warrants is exercisable for one share of Common Stock at an exercise price of $115.00 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
3.03. | Material
Modification to the Rights of Security Holders. |
The
information set forth in Item 5.03 below is incorporated by reference herein.
| Item
5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
September 26, 2026, as approved by the stockholders of OneMedNet Corporation (the “Company”) on September 18, 2026, the Company
filed a Certificate of Amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s
issued and outstanding common stock, $0.0001 par value per share (the “Common Stock”), to be effective as of 12:01 a.m. Eastern
Time on September 29, 2026 (the “Effective Time”). The Reverse Stock Split is intended to bring the Company into compliance
with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
At
the Effective Time, every 10 shares of issued and outstanding Common Stock will be automatically combined and reclassified into one issued
and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional
shares of Common Stock resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
The
Reverse Stock Split does not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights
of the Common Stock. Proportionate adjustments will be made to all outstanding equity awards, warrants or convertible securities. The
Reverse Stock Split will proportionately adjust the number of shares available under the Company’s equity incentive plans and the
exercise price and number of shares underlying outstanding restricted stock units, warrants, and other equity awards, in each case in
accordance with their terms.
The
Reverse Split will reduce the number of shares of outstanding Common Stock from approximately 60,125,902 shares, the number of shares
outstanding as of September 27, 2026, to approximately 6,012,591 shares of Common Stock. The Reverse Stock Split will also proportionately
adjust the number of shares available under the Company’s equity incentive plans and the exercise price and number of shares underlying
outstanding restricted stock units, warrants, and other equity instruments, in each case in accordance with their terms.
Following
the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “ONMD”.
The new CUSIP number for the Common Stock following the Reverse Stock Split will be 68270C 202.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
September 25, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OneMedNet Corporation. |
| 99.1 |
|
Press Release dated September 25, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded as Inline XBRL document). |
SIGNATURES
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.
| |
OneMedNet
CORPORATION |
| |
|
|
| Date:
September 29, 2026 |
By: |
/s/
Aaron Green |
| |
Name: |
Aaron
Green |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
OneMedNet
Corporation Announces 1-for-10 Reverse Stock Split
MINNEAPOLIS,
Minn.– September 25, 2026– OneMedNet Corporation (Nasdaq: ONMD) (the “Company,” “we,” or “our”),
a leading provider of first-party (direct-from-source) regulatory decision-grade, AI-driven Real-World Data (RWD), today announced that
it will implement a 1-for-10 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”),
effective at 12:01 a.m. Eastern Time on September 29, 2026. The Reverse Stock Split was approved by the Company’s stockholders
at its Annual Meeting of Stockholders held on September 18, 2026, with the final ratio, within the range approved by stockholders, subsequently
determined by the Company’s board of directors. The Reverse Stock Split is intended to bring the Company into compliance with the
minimum bid price requirement for continued listing on the Nasdaq Capital Market, and to broaden investor interest.
The
Company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on September 29, 2026 under
the Company’s existing trading symbol “ONMD” with the new CUSIP number 68270C 202.
At
the effective time of the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding common stock will
be automatically combined and converted into one issued and outstanding share of common stock without any change in the par value per
share. The Reverse Split will reduce the number of shares of outstanding common stock from approximately 59,286,450 shares, the number
of shares outstanding as of September 24, 2026, to approximately 5,928,645 shares of common stock. The total authorized number of shares
will not be reduced. The Reverse Stock Split will also proportionately adjust the number of shares available under the Company’s
equity incentive plans and the exercise price and number of shares underlying outstanding restricted stock units, warrants, and other
equity instruments, in each case in accordance with their terms.
No
fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares of common stock resulting from the
Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and
will not alter any stockholder’s relative interest in the Company’s equity securities, except for any adjustments for fractional
shares.
Continental
Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding
their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank,
broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split, subject to such broker’s particular
processes.
About
OneMedNet Corporation
OneMedNet
Corporation is revolutionizing Real-World Data (RWD) through its iRWD™ platform, delivering regulatory decision-grade, AI-ready
datasets that include de-identified medical imaging alongside comprehensive clinical records. With a network spanning more than 2,300
sites and encompassing over 90 million patient journeys and 270 million studies, OneMedNet serves life sciences companies, medical device
manufacturers, AI developers, and other innovators seeking high-quality, compliant healthcare data. The Company’s platform is powered
by Palantir Foundry and supports applications ranging from drug development and regulatory submissions to foundational AI model training.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Forward-looking
statements may describe our future plans and expectations and are based on the current beliefs, expectations and assumptions of the Company.
These statements generally use terms such as “believe,” “expect,” “may,” “will,” “should,”
“could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or
similar terms. Examples of forward-looking statements in this press release include but are not limited to statements about the timing
and implementation of the Reverse Stock Split and the commencement of trading of the Company’s post-split common stock, the impact
of the Reverse Stock Split on the Company’s securityholders, the potential for the Company to regain compliance with the minimum
bid price requirement for continued listing on the Nasdaq Capital Market and the expected number of shares of common stock to be issued
and outstanding following the Reverse Stock Split.
We
urge you to consider those factors, and the other risks and uncertainties described in our most recent Annual Report on Form 10-K as
filed with the Securities and Exchange Commission (the “SEC”), any subsequently filed quarterly reports on Form 10-Q as well
as in other documents that may have been subsequently filed by the Company, from time to time, with the SEC, in evaluating our forward-looking
statements. In addition, any forward-looking statements represent the Company’ views only as of the date of this release and should
not be relied upon as representing its views as of any subsequent date. The Company does not assume any obligation to update any forward-looking
statements unless required by law.
OneMedNet
Contacts:
Michael
Wong, VP Marketing
Email:
michael.wong@onemednet.com
SOURCE:
ONEMEDNET CORPORATION
