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OneMedNet holders approve 1-for-5 to 1-for-20 split

The board may choose a whole-number reverse-split ratio from 1-for-5 through 1-for-20 under the approved amendment.

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Form Type
8-K

Rhea-AI Filing Summary

OneMedNet Corporation (ONMD) stockholders approved an amendment to the Amended and Restated 2022 Equity Incentive Plan, increasing its authorized share count by 1,000,000 shares; the amendment became effective immediately upon approval. Stockholders also approved a charter amendment to effect a reverse stock split at a whole-number ratio from 1-for-5 to 1-for-20, with the ratio determined by the Board of Directors in its discretion.

At the September 18, 2026 annual meeting, stockholders elected Dr. Kenneth Alleyne, Sherry Coonse McCraw, and Dr. Jeffrey Yu as Class III directors for terms ending at the 2029 annual meeting, and ratified WithumSmith+Brown, PC as the independent registered public accounting firm for the year ending December 31, 2026. A total of 41,841,452 votes were represented in person or by proxy, equal to 70.57% of votes entitled to be cast and constituting a quorum.

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Filing Explained

Stockholders approved authority for a reverse split, with the Board choosing the ratio; if carried out, it would reduce the share count and raise the per-share price proportionally without changing company value by itself.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Increase in authorized plan shares 1,000,000 shares 2022 Equity Incentive Plan; effective immediately upon stockholder approval
Reverse stock split ratio range 1-for-5 to 1-for-20 Any whole-number ratio, as determined by the Board of Directors in its discretion
Votes represented 41,841,452 votes Represented in person or by proxy at the September 18, 2026 annual meeting
Votes entitled represented 70.57% At the annual meeting; represented a quorum
Votes for plan amendment 34,528,269 votes 2022 Equity Incentive Plan proposal
Votes for reverse-split amendment 41,068,200 votes Charter amendment proposal
quorum regulatory
"which represented a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Broker Non-Votes regulatory
"Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
reverse stock split technical
"to effect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Equity Incentive Plan financial
"Amended and Restated 2022 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What plan change did ONMD stockholders approve?
They approved an increase of 1,000,000 authorized shares under the 2022 Equity Incentive Plan, effective immediately upon stockholder approval at the September 18, 2026 annual meeting.

What reverse stock split ratio did ONMD stockholders approve?
Stockholders approved the charter amendment to effect a reverse stock split at any whole-number ratio between 1-for-5 and 1-for-20, as determined by the Board of Directors in its discretion.

How many votes did ONMD's reverse-split proposal receive?
The amendment received 41,068,200 votes for, 739,329 votes against, and 33,923 abstentions.

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

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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 18, 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 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 September 18, 2026, OneMedNet Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast, at which the Company’s stockholders approved an amendment and restatement of the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan (as amended and restated, the “2022 Plan”). The 2022 Plan was amended to increase the number of authorized shares under the 2022 Plan by 1,000,000 shares. The 2022 Plan became effective immediately upon stockholder approval at the Annual Meeting.

 

A summary of the material terms of the 2022 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on August 19, 2026 (the “Proxy Statement”). The summaries of the 2022 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on September 18, 2026, as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 41,841,452 votes represented either in person or by proxy, or 70.57% of the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:

 

Proposal 1. Election of three Class III directors to the Board of Directors to serve three-year terms expiring at our 2029 Annual Meeting of Stockholders.

 

Nominee  Votes For  Votes Withheld  Broker Non-Votes
Dr. Kenneth Alleyne  36,342,215  150,268  5,348,969
Sherry Coonse McCraw  36,343,428  149,055  5,348,969
Dr. Jeffrey Yu  36,308,073  184,410  5,348,969

 

Proposal 2. Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
41,660,426   138,717   42,309   —

 

Proposal 3. Approval of the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan to increase the available share reserve by 1,000,000 shares.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
34,528,269   1,868,479   95,735   5,348,969

 

Proposal 4. Approval of an amendment to the Company’s third amended and restated certificate of incorporation, as amended, to effect a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the Board of Directors in its discretion.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
41,068,200   739,329   33,923   —

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan
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.

 

Dated: September 23, 2026

 

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

 

 

Source: View Original Filing on SEC EDGAR

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