OneMedNet Corp美股招股说明书(2025-07-25版)

Secondary Offering ofUp to 28,152,560 Shares of Common Stock This prospectus relates to the primary issuance by us of up to an aggregate of 11,500,000 shares of common stock, par value $0.0001 pershare (the “Common Stock”), of OneMedNet Corporation, a Delaware corporation (“we,” “us,” the “Company” and “OneMedNet”), which consistsof up to 11,500,000 shares of Common Stock issuable upon the exercise of 11,500,000 warrants (the “Public Warrants”) originally issued andregistered in the initial public offering of Data Knights Acquisition Corp, a special purpose acquisition company (“Data Knights”) at a price of $10.00per unit with each unit consisting of one share of Class A common stock and one warrant (each Public Warrant entitles the holder thereof to purchaseone share of Common Stock at a price of $11.50 per share). We will receive the proceeds from any exercise of the Public Warrants for cash. This prospectus also relates to the offer and resale from time to time by: (a) the selling shareholders named in this prospectus (including theirpermitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Shareholders”) of up to an aggregate of 27,567,285shares of Common Stock, consisting of (i) 1,453,174 shares of Common Stock to be issued in connection with the conversion of an aggregate of$1,656,616.66 of OneMedNet Senior Secured Convertible Notes (including accrued interest) (the “Pre-Closing PIPE Notes”) issued at the closing ofthe Business Combination (as defined below) that were converted at the floor price of $1.14 per share of Common Stock pursuant to the terms of theSecurities Purchase Agreement (the “Pre-Closing PIPE SPA”), dated June 28, 2023, by and among Data Knights (as defined below) and the investorsnamed therein (the “Pre-Closing PIPE Investors” and such transaction, the “Pre-Closing PIPE”), (ii) 95,744 shares of Common Stock underlying95,744 warrants (the “Pre-Closing PIPE Warrants”) issued to the Pre-Closing PIPE Investors as additional consideration for the Pre-Closing PIPEInvestors’ investment in the Pre-Closing PIPE Notes, which warrant agreements were executed at the closing of the Business Combination, (iii) anaggregate of 6,178,919 additional shares of Common Stock issued or to be issued to Dr. Thomas Kosasa consisting of (A) 2,123,424 shares ofCommon Stock to be issued at a conversion rate of $0.7535 per share of Common Stock (95% of the volume weighted average trading price(“VWAP”) 10-day average of$0.7932) for an aggregate $1,600,000 investment in the Company (including accrued interest), (B) 470,654 shares ofCommon Stock to be issued at a conversion rate of $0.71 per share of Common Stock related to an aggregate $300,000 loan to the Company(including accrued interest), (C) an aggregate of 2,394,365 shares of Common Stock to be issued at a conversion rate of $0.71 per share of CommonStock for an aggregate $1,700,000 investment in the Company related to loan extensions in connection with the completion of the BusinessCombination, and (D) 1,190,476 shares of Common Stock to be issued to Dr. Kosasa as an additional investment in the Company at a purchase priceof $0.42 per share, (iv) an aggregate of 3,494,946 additional shares of Common Stock issued or to be issued to Dr. Jeffrey Yu (or his affiliate)consisting of (A) 572,397 shares of Common Stock to be issued at a conversion rate of $0.71 per share of Common Stock related to an aggregate$354,000 loan to the Company (including accrued interest), (B) an aggregate of 1,255,883 shares of Common Stock to be issued at a conversion rateof $0.71 per share of Common Stock for an aggregate $891,678.96 investment in the Company related to loan extensions in connection with thecompletion of the Business Combination, and (C) 1,666,666 shares of Common Stock to be issued to Dr. Yu as an additional investment in theCompany at a price of $0.42 per share, (v) 250,000 shares of Common Stock to be issued to Slickage Studios LLC (“Slickage”) pursuant to a letteragreement to settle certain debts owed by the Company to Slickage, (vi) 50,000 shares of Common Stock underlying a warrant (the “HelenaWarrant”) issued to Helena Global Investment Opportunities 1 Ltd. (“Helena”) as consideration for entry into the Termination Agreement, effective asof June 14, 2024, between the Company and Helena (the “Helena Termination Agreement”), (vii) 2,374,742 shares of Common Stock issuablepursuant to advances under the Standby Equity Purchase Agreement (the “SEPA”), dated June 17, 2024, by and between the Company and YA II PN,LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (viii) 3,390,923 shares of CommonStock at a price of $0.42 per share to be issued pursuant to the terms of the Securities Purchase Agreement (the “Sixsmith SPA”), dated June 19,2025, by and between the Company and Mr. Sixsmith, (ix) 2,561,457 shares of Common Stock underlying 2,561,457 pre-funded warrants issu