OneMedNet Corp美股招股说明书(2025-11-14版)

Prospectus Supplement No. 2(To Prospectus dated July 24, 2025) Primary Offering ofUp to 11,500,000 Shares of Common Stock Secondary Offering ofUp to 28,152,560 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated July 24, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-276130). Capitalized terms used in this prospectussupplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information contained in the Prospectus withthe information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which was filed with theSecurities and Exchange Commission on November 14, 2025 (the “Q3 Form 10-Q”). Accordingly, we have attached the Q3 Form 10-Q to this prospectus supplement. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, exceptto the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus.Please keep this prospectus supplement with your Prospectus for future reference. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and,as such, have elected to comply with certain reduced public company reporting requirements. Investing in our securitiesinvolves a high degree of risk. See “Risk Factors” beginning on page 16 of the Prospectus for a discussion of information thatshould be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus is November 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40386 ONEMEDNET CORPORATION(Exact name of Registrant as specified in its Charter) Registrant’s telephone number, including area code: (800) 918-7189 Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $0.0001 per shareRedeemable Warrants, each exercisable for oneshare of Common Stock at an exercise price of$11.50 per share Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ As of November 7, 2025, there were 51,005,205 shares of common stock, par value $0.0001 per share, issued and outstanding. Table of Contents Item 1.Condensed Consolidated Financial Statements1Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20241Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September30, 2025 and 20242Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and ninemonths ended September 30, 2025 and 20243Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025and 20245Notes to Unaudited Condensed Consolidated Financial Statements6Item 2.Mana