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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): April 14, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 14, 2026, OneMedNet Corporation (the “Company”) received notice (the “Notice”) from the staff of the Nasdaq
Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the
Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in compliance
with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule
5550(a)(2) (the “Bid Price Rule”).
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 12, 2026, to regain
compliance with the Bid Price Rule. To regain compliance, the minimum bid price of the Company’s common stock must meet or exceed
$1.00 per share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does
not regain compliance with the Bid Price Rule by October 12, 2026, the Company may be eligible for an additional 180-calendar day compliance
period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split,
if necessary. If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar
days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not
eligible, the Staff will provide notice that its securities will be subject to delisting
The
Company intends to continue to actively monitor the bid price of its common stock and may, if appropriate, consider implementing available
options to regain compliance with the Bid Price Rule, which options may include effecting a reverse stock split, if necessary, to attempt
to regain compliance. There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or will otherwise
be in compliance with other Nasdaq Listing Rules. The Company’s failure to regain compliance with any Nasdaq Listing Rule could
result in delisting.
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:
April 20, 2026
| |
ONEMEDNET
CORPORATION |
| |
|
|
| |
By: |
/s/
Aaron Green |
| |
|
Aaron
Green |
| |
|
Chief
Executive Officer |
