Form 8-K

8-K — OneMedNet Corp

Accession: 0001493152-26-044801

Filed: 2026-09-29

Period: 2026-09-26

CIK: 0001849380

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

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 Report (Date of earliest event reported): September 26, 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)

(IRS

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

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications 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-commencement

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 lot of 10 warrants is exercisable for one share of Common Stock at an exercise price of $115.00 per

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 ☒

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

3.03. Material

Modification to the Rights of Security Holders.

The

information set forth in Item 5.03 below is incorporated by reference herein.

Item

5.03. Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

September 26, 2026, as approved by the stockholders of OneMedNet Corporation (the “Company”) on September 18, 2026, the Company

filed a Certificate of Amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation with the

Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s

issued and outstanding common stock, $0.0001 par value per share (the “Common Stock”), to be effective as of 12:01 a.m. Eastern

Time on September 29, 2026 (the “Effective Time”). The Reverse Stock Split is intended to bring the Company into compliance

with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

the Effective Time, every 10 shares of issued and outstanding Common Stock will be automatically combined and reclassified into one issued

and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional

shares of Common Stock resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

The

Reverse Stock Split does not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights

of the Common Stock. Proportionate adjustments will be made to all outstanding equity awards, warrants or convertible securities. The

Reverse Stock Split will proportionately adjust the number of shares available under the Company’s equity incentive plans and the

exercise price and number of shares underlying outstanding restricted stock units, warrants, and other equity awards, in each case in

accordance with their terms.

The

Reverse Split will reduce the number of shares of outstanding Common Stock from approximately 60,125,902 shares, the number of shares

outstanding as of September 27, 2026, to approximately 6,012,591 shares of Common Stock. The Reverse Stock Split will also proportionately

adjust the number of shares available under the Company’s equity incentive plans and the exercise price and number of shares underlying

outstanding restricted stock units, warrants, and other equity instruments, in each case in accordance with their terms.

Following

the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “ONMD”.

The new CUSIP number for the Common Stock following the Reverse Stock Split will be 68270C 202.

The

foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,

a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

September 25, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith

as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01. Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OneMedNet Corporation.

99.1

Press Release dated September 25, 2026.

104

Cover

Page Interactive Data File (embedded as Inline XBRL document).

SIGNATURES

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.

OneMedNet

CORPORATION

Date:

September 29, 2026

By:

/s/

Aaron Green

Name:

Aaron

Green

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

ONEMEDNET CORPORATION

OneMedNet

Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of

the State of Delaware, DOES HEREBY CERTIFY:

FIRST:

The name of the corporation is OneMedNet Corporation. The original certificate of incorporation of the Corporation was filed with the

Secretary of State of the State of Delaware on February 8, 2021, was amended and restated on March 8, 2021 by the First Amended and Restated

Certificate, and was amended and restated on April 6, 2021 by the Second Amended and Restated Certificate, which Second Amended and Restated

Certificate was further amended by the First Amendment to the Second Amended and Restated Certificate on November 14, 2022 and the Second

Amendment to the Second Amended and Restated Certificate on August 11, 2023, and was amended and restated on November 7, 2023 by the

Third Amended and Restated Certificate (as so amended, the “Third Amended and Restated Certificate of Incorporation”).

SECOND:

Section 4.1 of Article IV of the Third Amended and Restated Certificate of Incorporation is hereby amended by adding the following paragraphs

as new paragraphs second and third to Section 4.1:

“Contingent

and effective as of 12:01 a.m. Eastern time on September 29, 2026 (the “Effective Time”), each ten (10) shares

of the Corporation’s Common Stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding

prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and

converted into one (1) share of Common Stock, par value $0.0001 per share, of the Corporation (the “Reverse Split”).

Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the Reverse Split. Stockholders

of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional share to

the nearest whole share. No stockholders will receive cash in lieu of fractional shares.

The

Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates

representing such shares have been surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to

issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the existing certificates evidencing

the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation

that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the

Corporation from any loss incurred by it in connection with such certificates.”

THIRD:

The foregoing amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with

the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:

This Certificate of Amendment so adopted (i) shall be effective as of 12:01 a.m. Eastern time on September 29, 2026, (ii) reads in full

as set forth above and (iii) is hereby incorporated into the Third Amended and Restated Certificate of Incorporation by this reference.

All other provisions of the Third Amended and Restated Certificate of Incorporation remain in full force and effect.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 25th

day of September, 2026.

ONEMEDNET CORPORATION

By:

/s/ Aaron Green

Aaron Green

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

OneMedNet

Corporation Announces 1-for-10 Reverse Stock Split

MINNEAPOLIS,

Minn.– September 25, 2026– OneMedNet Corporation (Nasdaq: ONMD) (the “Company,” “we,” or “our”),

a leading provider of first-party (direct-from-source) regulatory decision-grade, AI-driven Real-World Data (RWD), today announced that

it will implement a 1-for-10 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”),

effective at 12:01 a.m. Eastern Time on September 29, 2026. The Reverse Stock Split was approved by the Company’s stockholders

at its Annual Meeting of Stockholders held on September 18, 2026, with the final ratio, within the range approved by stockholders, subsequently

determined by the Company’s board of directors. The Reverse Stock Split is intended to bring the Company into compliance with the

minimum bid price requirement for continued listing on the Nasdaq Capital Market, and to broaden investor interest.

The

Company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on September 29, 2026 under

the Company’s existing trading symbol “ONMD” with the new CUSIP number 68270C 202.

the effective time of the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding common stock will

be automatically combined and converted into one issued and outstanding share of common stock without any change in the par value per

share. The Reverse Split will reduce the number of shares of outstanding common stock from approximately 59,286,450 shares, the number

of shares outstanding as of September 24, 2026, to approximately 5,928,645 shares of common stock. The total authorized number of shares

will not be reduced. The Reverse Stock Split will also proportionately adjust the number of shares available under the Company’s

equity incentive plans and the exercise price and number of shares underlying outstanding restricted stock units, warrants, and other

equity instruments, in each case in accordance with their terms.

fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares of common stock resulting from the

Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and

will not alter any stockholder’s relative interest in the Company’s equity securities, except for any adjustments for fractional

shares.

Continental

Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding

their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank,

broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split, subject to such broker’s particular

processes.

About

OneMedNet Corporation

OneMedNet

Corporation is revolutionizing Real-World Data (RWD) through its iRWD™ platform, delivering regulatory decision-grade, AI-ready

datasets that include de-identified medical imaging alongside comprehensive clinical records. With a network spanning more than 2,300

sites and encompassing over 90 million patient journeys and 270 million studies, OneMedNet serves life sciences companies, medical device

manufacturers, AI developers, and other innovators seeking high-quality, compliant healthcare data. The Company’s platform is powered

by Palantir Foundry and supports applications ranging from drug development and regulatory submissions to foundational AI model training.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section

21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act

of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Forward-looking

statements may describe our future plans and expectations and are based on the current beliefs, expectations and assumptions of the Company.

These statements generally use terms such as “believe,” “expect,” “may,” “will,” “should,”

“could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or

similar terms. Examples of forward-looking statements in this press release include but are not limited to statements about the timing

and implementation of the Reverse Stock Split and the commencement of trading of the Company’s post-split common stock, the impact

of the Reverse Stock Split on the Company’s securityholders, the potential for the Company to regain compliance with the minimum

bid price requirement for continued listing on the Nasdaq Capital Market and the expected number of shares of common stock to be issued

and outstanding following the Reverse Stock Split.

urge you to consider those factors, and the other risks and uncertainties described in our most recent Annual Report on Form 10-K as

filed with the Securities and Exchange Commission (the “SEC”), any subsequently filed quarterly reports on Form 10-Q as well

as in other documents that may have been subsequently filed by the Company, from time to time, with the SEC, in evaluating our forward-looking

statements. In addition, any forward-looking statements represent the Company’ views only as of the date of this release and should

not be relied upon as representing its views as of any subsequent date. The Company does not assume any obligation to update any forward-looking

statements unless required by law.

OneMedNet

Contacts:

Michael

Wong, VP Marketing

Email:

michael.wong@onemednet.com

SOURCE:

ONEMEDNET CORPORATION

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