OneMedNet Corp 8-K

What Happened
OneMedNet Corporation (ONMD) announced on July 1, 2026 that it entered into a standby equity purchase agreement (SEPA) with YA II PN, Ltd. (Yorkville). Under the SEPA the company may, subject to conditions and an effective resale registration statement, sell up to $25 million of its common stock (par value $0.0001) to Yorkville over a 36‑month term. Purchases under each advance would be at 97% of the SEPA-defined Market Price, and the company can set a minimum acceptable price for any advance.

Key Details

• Agreement date: July 1, 2026; term: 36 months.
• Aggregate capacity: up to $25,000,000 of common stock to Yorkville.
• Advance size limits: each advance may not exceed the greater of 500,000 shares or 100% of the 5-day average daily trading volume immediately prior to the request.
• Pricing and ownership caps: shares purchased at 97% of Market Price; Yorkville (with affiliates) may not beneficially own more than 4.99% of voting power, nor may purchases exceed 11,386,834 shares (19.99% of 56,952,652 shares outstanding as of June 30, 2026) unless shareholders approve issuances above that cap.
• Condition to advances: Company must have an effective resale registration statement covering the shares; the SEPA is filed as Exhibit 10.1 to the Form 8-K.

Why It Matters
This SEPA gives OneMedNet a committed, on-demand source of equity financing up to $25M, which can provide capital flexibility without negotiating individual financings. However, sales under the agreement would dilute existing shareholders (shares sold at a small discount to market) and are subject to ownership limits that restrict Yorkville from acquiring a controlling stake absent shareholder approval. Because the company cannot draw on the facility until a resale registration is effective, timing of any funding will depend on that registration being completed. Investors should view this as a potential source of liquidity/capital that could increase share count if used.