OneMedNet Corp美股招股说明书(2026-07-13版)

This prospectus also relates to the offer and resale from time to time by the selling stockholders named in this prospectus(including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Stockholders”) of up toan aggregate of 11,680,535 shares of Common Stock, consisting of (i) up to 8,500,000 shares of Common Stock issuable pursuant toadvances under the Standby Equity Purchase Agreement (the “SEPA”), dated July 1, 2026, by and between the Company and YA II PN,Ltd., a Cayman Islands exempt limited company (“Yorkville”); (ii) an aggregate of 1,885,078 additional shares of Common Stock issued toDr. Thomas Kosasa consisting of (A) 581,395 shares of Common Stock on August 29, 2025 as an additional investment in the Company at apurchase price of $0.86 per share, (B) 595,238 shares of Common Stock on February 6, 2026 as an additional investment in the Company ata purchase price of $0.84 per share, (C) 280,898 shares of Common Stock on April 23, 2026 as an additional investment in the Company ata purchase price of $0.89 per share, (D) 268,817 shares of Common Stock on May 18, 2026 as an additional investment in the Company at apurchase price of $0.93 per share, and (E) 158,730 shares of Common Stock on June 12, 2026 as an additional investment in the Companyat a purchase price of $0.63 per share; and (iii) an aggregate of 1,295,457 additional shares of Common Stock issued to Dr. Jeffrey Yu (or hisaffiliate) consisting of (A) 219,429 shares of Common Stock on April 1, 2026 issued in lieu of prior cash compensation owed to Dr. Yu at aconversion price of $0.83 per share, (B) 903,614 shares of Common Stock on April 1, 2026 as an additional investment in the Company at apurchase price of $0.83 per share, and (C) 172,414 shares of Common Stock on June 16, 2026 as an additional investment in the Companyat a purchase price of $0.58 per share. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The SellingStockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions atprevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of our shares of our CommonStock. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliancewith state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale ofshares of our Common Stock. See section entitled“Plan of Distribution”beginning on page 84 of this prospectus. Shares of our Common Stock are listed on the Nasdaq Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under thesymbol “ONMD”. As of June 30, 2026, we had 56,952,652 shares of Common Stock outstanding. On July 9, 2026, the last reported closingprice of our Common Stock as reported on Nasdaq was $0.758 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, assuch, have elected to comply with certain reduced public company reporting requirements. We may amend or supplement thisprospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and anyamendments or supplements carefully before you make your investment decision. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for adiscussion of information that should 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 of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 10, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1MARKET AND INDUSTRY DATA2TRADEMARKS AND COPYRIGHTS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY5RISK FACTORS11USE OF PROCEEDS24DETERMINATION OF OFFERING PRICE25MARKET INFORMATION FOR COMMON STOCK AND DIVIDENDS26MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS27BUSINESS41MANAGEMENT58EXECUTIVE AND DIRECTOR COMPENSATION63CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS67PRINCIPAL SECURITYHOLDERS70SELLING STOCKHOLDERS71DESCRIPTION OF SECURITIES72CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES80PLAN OF DISTRIBUTION84LEGAL MATTERS85EXPERTS85WHERE YOU CAN FIND MORE INFORMATION85INDEX TO FINANCIAL INFORMATIONF-1 You should rely only on the information contained in this prospectus or any supplement. Neither we nor the SellingStockholders have authorized anyone else to provide you with different information. The securities offered by this prospectus arebeing offered only in jurisdictions where