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OneMedNet Corporation will hold its 2025 Annual Meeting on December 17, 2025 at 11:00 a.m. CT via live audio webcast at https://www.cstproxy.com/onemednet/2025. Stockholders will vote to elect two Class II directors for three-year terms and to ratify WithumSmith+Brown, PC as independent auditor for 2025.
Holders of record on October 23, 2025 may vote; there were 51,157,069 shares of common stock outstanding as of that date. The Board recommends voting FOR both director nominees and FOR auditor ratification. Director Jair Clarke will not stand for re-election; the Board size will be reduced to eight after the meeting.
The Audit Committee reports Withum fees of $840,000 for 2024 (including $790,000 audit and $50,000 tax). BF Borgers was dismissed in May 2024 following an SEC order; its 2023 report included a going concern explanatory paragraph and noted material weaknesses, with no disagreements reported.
Executive updates include RSU awards to leadership and related-party financings and conversions in 2025 involving Dr. Thomas Kosasa and Dr. Jeffrey Yu. As of October 23, 2025, beneficial ownership includes Dr. Kosasa at 30.8% and Dr. Yu at 13.8%.
OneMedNet Corporation announced that director Jair Clarke will not stand for re-election at the Company’s 2025 Annual Meeting of Stockholders. The Company stated his decision was not due to any disagreement with the Company or management. Mr. Clarke will remain on the Board until the Annual Meeting and will continue to serve in an advisory capacity thereafter.
OneMedNet Corporation reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq staff notified the company that, for 10 consecutive business days from September 24, 2025 through October 7, 2025, the closing bid price of its common stock was at least $1.00 per share, satisfying Nasdaq Listing Rule 5550(a)(2). With this notice, the prior bid price deficiency has been resolved and the listing compliance matter is now closed.
OneMedNet Corporation has regained compliance with Nasdaq’s continued listing standards. The company previously received a notice on March 12, 2025 stating that its market value of listed securities had fallen below the required $35,000,000 threshold under Nasdaq Listing Rule 5550(b)(2).
Nasdaq staff has now notified OneMedNet that for 10 consecutive business days, from August 27, 2025 to September 10, 2025, the company’s market value of listed securities was at or above $35,000,000. As a result, OneMedNet is again in compliance with Nasdaq Listing Rule 5550(b)(2), and Nasdaq considers the matter closed, allowing its common stock and warrants to remain listed on The Nasdaq Capital Market.