UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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 ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): April 14, 2026~~1934

Date of Report (Date of earliest event reported): July 1, 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)

(I.R.S. 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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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-commencements 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 31.01. ~~Notice~~ ofEntry ~~Delisting~~into ~~or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnStandby ~~April~~Equity ~~14,~~Purchase 2026, OneMedNet Corporation (the “Company”) received notice (the “Notice”) from the staff of the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).Agreement

InOn ~~accordance~~July ~~with Nasdaq Listing Rule 5810(c)(3)(A)~~1, ~~the Company has a period of 180 calendar days, or until October 12,~~ 2026, toOneMedNet ~~regain compliance with the Bid Price Rule. To regain compliance~~Corporation, ~~the~~a ~~minimum~~Delaware ~~bid~~corporation ~~price of~~ (“the Company’s”) ~~common~~entered ~~stock~~into ~~must meet or exceed $1.00 per share for~~ a ~~minimum~~standby ofequity ~~ten~~purchase ~~consecutive business days during this 180-calendar day grace period. In~~ agreement (the ~~event~~“SEPA”) ~~the Company does not regain compliance~~ with ~~the~~YA ~~Bid~~II ~~Price Rule by October 12~~PN, ~~2026~~Ltd., ~~the~~a ~~Company~~Cayman ~~may~~Islands beexempt ~~eligible~~limited ~~for~~partnership ~~an additional 180-calendar day compliance period~~(“Yorkville”). ToPursuant ~~qualify, the Company will be required~~ to ~~meet~~ the ~~continued listing requirement for market value of publicly held shares and~~ ~~all~~SEPA, ~~other~~subject ~~initial~~to ~~listing~~certain ~~standards for The Nasdaq Capital Market~~conditions, ~~with~~ the ~~exception~~Company ofhas the ~~bid~~option ~~price~~to ~~requirement,~~sell ~~and~~to ~~will~~Yorkville ~~need~~an ~~to provide~~aggregate ~~written~~amount ~~notice~~ of ~~its~~up ~~intention~~ to ~~cure~~up ~~the~~to ~~deficiency~~$25 ~~during~~million of the ~~second~~Company’s ~~compliance~~shares ~~period,~~of byCommon ~~effecting~~Stock, apar ~~reverse~~value ~~stock split, if necessary~~$0.0001 Ifper share (the ~~Company~~“Common ~~meets these requirements~~Stock”), ~~the~~at ~~Staff will inform~~ the Company’s ~~that it has been granted an additional 180 calendar~~request ~~days.~~from ~~However,~~time ~~if it appears~~ to ~~the~~time ~~Staff~~following ~~that~~ the ~~Company~~effectiveness ~~will~~of ~~not~~a beresale ~~able~~registration tostatement ~~cure~~covering the ~~deficiency,~~shares orof ifCommon ~~the~~Stock ~~Company~~issued isunder ~~otherwise not~~the ~~eligible,~~SEPA. ~~the~~The ~~Staff~~SEPA ~~will~~terminates ~~provide~~on ~~notice that~~ its ~~securities~~36-month ~~will be subject to delisting~~anniversary.

~~The~~Each ~~Company~~advance ~~intends~~may tonot ~~continue~~exceed ~~to actively monitor~~ the ~~bid~~greater ~~price~~ of ~~its~~500,000 ~~common~~shares ~~stock~~ and ~~may,~~100% ifof ~~appropriate,~~the ~~consider~~average ~~implementing~~daily ~~available options~~volume totraded ~~regain~~of ~~compliance with~~ the ~~Bid~~Common ~~Price~~Stock ~~Rule,~~during ~~which~~the ~~options~~five trading ~~may~~days ~~include~~immediately ~~effecting~~prior ato ~~reverse~~requested ~~stock~~advance. ~~split,~~The ifshares ~~necessary,~~would tobe ~~attempt to~~purchased ~~regain~~at ~~compliance.~~a ~~There~~price ~~can~~equal beto no97% ~~assurance~~of ~~that~~ the ~~Company~~Market ~~will~~Price beas ~~able~~defined in tothe ~~regain~~SEPA. ~~compliance~~The ~~with~~Company ~~the~~may ~~Bid~~establish ~~Price~~a ~~Rule~~minimum oracceptable ~~will~~price ~~otherwise be~~ in ~~compliance~~each ~~with~~advance ~~other~~below ~~Nasdaq~~which ~~Listing~~the ~~Rules. The~~ Company’s ~~failure~~will tonot ~~regain~~be ~~compliance~~obligated ~~with~~to make any ~~Nasdaq~~sales ~~Listing~~to ~~Rule could result in delisting~~Yorkville.

Any purchase under an advance would be subject to certain limitations, including that Yorkville will not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of Common Stock or any shares that when aggregated with shares issued under all other earlier Advances, would exceed 11,386,834 shares of Common Stock (representing 19.99% of the 56,952,652 shares of Common Stock outstanding as of June 30, 2026) (the “Exchange Cap”) unless shareholders approved issuances in excess of the Exchange Cap.

The foregoing description of the SEPA is not complete and is qualified in its entirety by reference to the SEPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Pursuant to the SEPA, the Company agreed to file a resale registration statement covering the shares of Common Stock issued under the SEPA. The Company may not request any advances unless there is an effective resale registration statement covering the applicable shares.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Standby Equity Purchase Agreement, dated as of July 1, 2026, by and between OneMedNet Corporation and YA II PN, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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: ~~April~~July 201, 2026

	ONEMEDNET CORPORATION

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

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