OneMedNet Corp (NASDAQ: ONMD) insider discloses stock, notes and warrants

Rhea-AI Filing Summary

OneMedNet Corp’s chief medical officer and director has filed a Form 3 reporting significant ownership of the company’s common stock. The insider directly holds 2,455,124 shares of common stock and has an additional 1,311,970 shares reported as indirectly owned through a trust for children, where an independent trustee holds investment control and beneficial ownership is disclaimed.

The filing also shows a senior secured convertible note issued under a June 28, 2023 securities purchase agreement, which is convertible into common stock at the lower of $10.00 per share or 92.5% of the lowest volume-weighted average trading price for the ten trading days before conversion, subject to a floor price, with maturity on November 7, 2024. In addition, the insider holds warrants for 31,916 shares of common stock at an exercise price of $10.00 per share, which are immediately exercisable and expire on November 7, 2028.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yu Jeffrey

(Last) (First) (Middle)

6385 OLD SHADY OAK ROAD,

SUITE 250

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2023

3. Issuer Name and Ticker or Trading Symbol
OneMedNet Corp [ ONMD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,455,124	D
Common Stock	1,311,970	I	By trust for children(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Note	(2)	(2)	Common Stock	$531,916.2	$10(2)	D
Warrants (Right to Buy)	(3)	11/07/2028	Common Stock	31,916	$10(3)	D

Explanation of Responses:

1. The shares are held by trust with an independent trustee, in which the reporting person has no investment control. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

2. On June 28, 2023, Data Knights Acquisition Corp. ("Data Knights") (the predecessor of the issuer) and certain investors, including the reporting person (collectively, the "Purchasers"), entered into a securities purchase agreement pursuant to which Data Knights issued and sold to the Purchasers senior secured convertible notes (the "PIPE Notes"), which are convertible into shares of common stock at each Purchasers' election, at a conversion price equal to the lower of (i) $10.00 per share, or (ii) 92.5% of the lowest volume weighted average trading price for the ten (10) trading days immediately preceding the conversion date, subject to a floor price. The PIPE Notes matured on the first anniversary of the issuance date (November 7, 2024), subject to extension pursuant to the terms of the PIPE Notes.

3. The warrants are immediately exercisable, and the exercise price is subject to anti-dilution adjustment.

Remarks:

Exhibit 24 - POWER OF ATTORNEY

	/s/ Robert Golden, Attorney-in-Fact	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider position does the Form 3 filer hold at OneMedNet Corp (ONMD)?

The reporting person is both a director of OneMedNet Corp and its Chief Medical Officer, indicating a senior leadership and governance role.

How many OneMedNet (ONMD) shares does the insider directly and indirectly own?

The insider reports 2,455,124 shares of common stock held directly and 1,311,970 shares held indirectly through a trust for children, for which beneficial ownership is disclaimed.

What is the structure of the trust holding OneMedNet (ONMD) shares?

The 1,311,970 indirect shares are held by a trust with an independent trustee. The reporting person states they have no investment control and expressly disclaims beneficial ownership of these shares.

What are the key terms of the senior secured convertible note related to ONMD stock?

The senior secured convertible note was issued under a June 28, 2023 agreement and is convertible into common stock at the lower of $10.00 per share or 92.5% of the lowest ten-day volume-weighted average trading price before conversion, subject to a floor price, and matures on November 7, 2024.

What warrants tied to OneMedNet (ONMD) common stock does the insider hold?

The insider holds warrants that are immediately exercisable for 31,916 shares of common stock at an exercise price of $10.00 per share, with an expiration date of November 7, 2028, and the exercise price is subject to anti-dilution adjustment.

Does the insider’s Form 3 for OneMedNet (ONMD) indicate any admission of beneficial ownership for the trust shares?

No. The filing explicitly states that the reporting person disclaims beneficial ownership of the 1,311,970 shares held by the trust and that the report should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.