OneMedNet Corp (ONMDW) SEC Filings

OneMedNet Corporation (ONMD) is asking stockholders at its fully virtual 2026 annual meeting on September 18, 2026 to approve several key items. Stockholders will vote to elect three Class III directors (Kenneth Alleyne, Sherry Coonse McCraw, and Jeffrey Yu) to three-year terms, ratify WithumSmith+Brown, PC as independent auditor for 2026, approve an amendment and restatement of the 2022 Equity Incentive Plan adding 1,000,000 shares to the share reserve, and authorize the Board to implement a reverse stock split at a ratio between 1-for-5 and 1-for-20.

As of August 11, 2026, OneMedNet had 59,286,450 shares of common stock outstanding and was out of compliance with Nasdaq’s $1.00 minimum bid price requirement, with a cure period running until October 12, 2026. The Board states that a reverse split may be used to help regain compliance and maintain the Nasdaq Capital Market listing. The equity plan currently has 826,417 shares available and 4,217,303 shares subject to outstanding RSUs, and the company estimates the newly requested plan shares equal about 1.7% of outstanding stock.

OneMedNet Corporation, a healthcare software company focused on real-world data from medical imaging, reported continued operating losses and liquidity pressure for the quarter and six months ended June 30, 2026. Revenue was modest but growing, with quarterly revenue of $0.3 million, up from $0.2 million a year earlier, driven by higher data delivery volumes on its iRWD platform after decommissioning its legacy BEAM subscription product.

Despite this growth, the company posted a quarterly gross loss of $0.6 million, an operating loss of $2.3 million, and a six‑month net loss of $4.6 million. Cash and cash equivalents were only $0.4 million against total liabilities of $4.9 million and a stockholders’ deficit of $3.5 million, and management states that these conditions raise substantial doubt about its ability to continue as a going concern.

The company funded operations through related‑party equity subscriptions and a 2024 Standby Equity Purchase Agreement, issuing additional shares and expanding its share count to 59.3 million common shares outstanding as of August 11, 2026. It exited all Bitcoin holdings, recorded gains from warrant and SEPA derivative remeasurements, and in July 2026 entered a new $25.0 million SEPA with Yorkville. OneMedNet also discloses noncompliance with Nasdaq’s $1.00 minimum bid price requirement and ongoing material weaknesses in internal controls over financial reporting.

OneMedNet Corp reported that director and 10% owner Thomas Kosasa purchased 1,449,275 shares of common stock on July 30, 2026. The $1,000,000 investment was made through a subscription agreement, with the shares priced at $0.69 each, based on the volume-weighted average price for the 10 trading days immediately prior to the purchase date. Following the transaction, he directly owns 18,538,150 shares.

OneMedNet Corporation has set September 18, 2026 as the date of its 2026 Annual Meeting of Stockholders, with August 11, 2026 as the record date for stockholders entitled to notice of and to vote at the meeting.

Stockholder proposals for inclusion in the company’s proxy materials, other stockholder proposals, and nominations of director candidates must all be received by the Secretary of the company no later than August 5, 2026, in accordance with SEC Rule 14a-8, SEC Rule 14a-19 for any director election contest, and the company’s Bylaws.

OneMedNet Corporation is registering up to 11,680,535 shares of Common Stock for resale by existing stockholders under a Form S-1 registration statement. The shares include up to 8,500,000 issuable under a $25 million Standby Equity Purchase Agreement with Yorkville plus stock previously issued to two insiders for cash investments and compensation.

The company will not receive proceeds from stockholder resales, though it may raise cash directly from Yorkville through future share advances priced at 97% of market, subject to ownership and 19.99% exchange caps. OneMedNet provides healthcare software for managing and curating medical imaging Real World Data, but reports recurring losses, a substantial accumulated deficit and an auditor going concern warning.

As of June 30, 2026, 56,952,652 shares were outstanding, and ONMD traded at $0.711 on the Nasdaq Capital Market, where it faces a bid-price deficiency notice. The prospectus highlights significant business, dilution, regulatory, cybersecurity, bitcoin-holding and volatility risks for investors.

OneMedNet Corporation has filed an S-1 registering up to 11,680,535 shares of common stock for resale by existing holders. This includes up to 8,500,000 shares issuable under a $25 million Standby Equity Purchase Agreement with Yorkville and additional shares held by directors Dr. Thomas Kosasa and Dr. Jeffrey Yu, including stock issued in lieu of cash compensation.

The company will not receive proceeds from resale of these registered shares, though it may raise capital through future share advances to Yorkville. As of June 30, 2026, OneMedNet had 56,952,652 shares outstanding and its stock closed at $0.711 on Nasdaq under the symbol ONMD.

The filing highlights significant risks: a history of losses with net losses of $2.8 million in 2025 and $10.1 million in 2024, an accumulated deficit of about $104.4 million, a going-concern warning from auditors, potential Nasdaq delisting for not meeting the $1.00 minimum bid price, substantial potential dilution from SEPA and insider-held shares, and exposure to bitcoin price volatility.

OneMedNet Corporation entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. that allows the company, at its option, to sell up to $25 million of common stock over time. Sales can begin only after a resale registration statement for these shares becomes effective.

The agreement runs for 36 months. Each advance is limited to the greater of 500,000 shares and 100% of the stock’s five-day average trading volume, and is priced at 97% of the Market Price as defined in the agreement. Yorkville cannot exceed 4.99% beneficial ownership and, absent shareholder approval, total issuances are capped at 11,386,834 shares, which the company states is 19.99% of the 56,952,652 shares outstanding as of June 30, 2026.

OneMedNet Corp Chief Executive Officer Aaron Green reported an open-market purchase of 36,650 shares of the company’s Common Stock. The shares were bought at an average price of $0.5733 per share in a single transaction.

Following this purchase, Green directly holds 1,896,375 shares of OneMedNet Common Stock, indicating that the transaction modestly increased his existing ownership position.

OneMedNet Corp Chief Medical Officer Jeffrey Yu reported a direct open-market purchase of 158,730 shares of Common Stock at $0.63 per share. This reflects a $100,000 investment under a subscription agreement dated June 23, 2026. After this transaction, he directly holds 8,780,410 shares. An additional 1,311,970 shares are held in a trust for his children with an independent trustee, where he has no investment control and disclaims beneficial ownership.