S-1/A: OneMedNet Files for Stock Resale, Faces Nasdaq Scrutiny

OneMedNet Corporation has filed an S-1/A amendment to register the resale of up to 11,680,535 shares of common stock by selling stockholders, while also addressing Nasdaq's minimum bid price non-compliance.

Summary

• OneMedNet Corporation has filed an S-1/A amendment to register the resale of up to 11,680,535 shares of its common stock by various selling stockholders.
• The filing also discloses that the company received a notice from Nasdaq on April 14, 2026, indicating non-compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.
• The company has 180 days, until October 12, 2026, to regain compliance by having its common stock close at or above $1.00 for ten consecutive business days.
• The filing details various financing activities, including a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $25 million, and several private placements and subscription agreements with related parties and other investors.
• The company has a history of operating losses and has identified material weaknesses in its internal control over financial reporting.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as cautiously negative due to the Nasdaq non-compliance and ongoing concerns about the company's ability to continue as a going concern, despite some positive revenue growth in its core iRWD business.

Positives

• The company has secured a Standby Equity Purchase Agreement (SEPA) with Yorkville, providing potential access to up to $25 million in equity financing.
• Several private placements and subscription agreements have been completed, bringing in gross proceeds of approximately $2.5 million (Sixsmith), $1.2 million (Kosasa), and $0.7 million (Yu) in June 2025, and additional investments from Dr. Kosasa and Dr. Yu in subsequent months.
• The company has a growing network of 2,130 healthcare sites providing access to data.
• The company's iRWDTM solution is noted for its commercial and regulatory viability in the Real World Data market.

Negatives

• OneMedNet received a Nasdaq non-compliance notice for failing to meet the $1.00 minimum bid price requirement, with a deadline to regain compliance.
• The company has a history of operating losses, with net losses of $2.8 million for the year ended December 31, 2025, and $10.1 million for the year ended December 31, 2024.
• The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern.
• Material weaknesses in internal control over financial reporting have been identified, including issues related to user access, segregation of duties, control environment, and record-keeping.
• The company's BEAM platform was decommissioned in May 2025, leading to a 70% decrease in subscription revenue for the year ended December 31, 2025.

Risks

• The company's stock price may be subject to extreme volatility.
• Failure to maintain listing on Nasdaq could adversely affect stock liquidity and the ability to obtain financing.
• Principal stockholders have significant influence over corporate actions.
• The company could be subject to securities class action litigation.
• The company has a history of operating losses and may never achieve profitability.
• The company may be unable to execute its business objectives and growth strategies successfully.
• The company is subject to risks related to holding bitcoin, including its high volatility.
• The company has identified material weaknesses in internal control over financial reporting.
• The company's business model is capital-intensive, and it may not be able to raise additional capital on attractive terms.
• The company's ability to regain compliance with Nasdaq's bid price rule is not assured.

Future Outlook

The company's future capital requirements depend on growth rate, R&D spending, sales and marketing expansion, new product introductions, and potential acquisitions. Management plans to raise additional capital through debt and equity offerings to fund operations and capital requirements, but there is no assurance of securing funds on acceptable terms. The company expects to continue incurring significant losses and may never achieve profitability.

Management Comments

• Mr. Green has served as OneMedNet's Chief Executive Officer and a Director since March 2024 and President since May 2023.
• Mr. Golden was appointed to serve as Chief Financial Officer on an interim basis on August 30, 2024 and was appointed on a permanent basis on January 1, 2025.
• Dr. Yu serves as the Chief Medical Officer, Vice President and Chairman of the Board of Directors of OneMedNet, roles he has held since 2023.
• The company believes it has demonstrated its quality and responsiveness in clinical imaging and curation of Real-World Data based upon success in compiling one of the largest networks of imaging centers covering more than 31 million Patient Records to date.

Industry Context

StockSavvy.ai notes that OneMedNet operates in the Real World Data (RWD) and Real World Evidence (RWE) market, which is experiencing significant growth driven by the life sciences industry's need for data to support drug development, regulatory approvals, and value-based care. The company's focus on imaging RWD positions it within a niche that is increasingly recognized for its value, especially with the FDA's growing acceptance of RWE. However, the market is competitive, with larger players potentially having greater resources.

Legal Proceedings

• On November 6, 2025, ARC Group Limited and ARC Opportunity Fund Limited filed a complaint alleging breach of contracts related to financial advisory services and share issuances/cancellations. The company believes the claim is overstated and intends to defend itself vigorously. ARC voluntarily dismissed the complaint without prejudice on March 19, 2026.

Related Party Transactions

• PIPE Notes and Warrants: Related parties, including Mr. Green, Dr. Yu, and Dr. Kosasa, invested $1.0 million in PIPE Notes and received 63,829 PIPE Warrants.
• Convertible Promissory Notes and Warrants: From 2019-2023, $12.3 million was raised from related parties through Convertible Promissory Notes and 2,976,000 warrants were issued.
• Shareholder Loans: From April 2023 to December 2023, $0.954 million was raised from related parties (Dr. Yu, Dr. Kosasa). In 2024, an additional $2.0 million was raised, with $1.6 million convertible.
• Loan Extensions: The company assumed Data Knights liabilities, including loan extensions to related parties, with $3.0 million outstanding as of December 31, 2024.
• Debt Reductions: In June 2025, approximately $3.3 million of shareholder loans and business combination extension loans from Dr. Kosasa and Dr. Yu were converted into shares.
• Other Private Placements: On June 20, 2025, Dr. Kosasa and Dr. Yu invested $0.5 million and $0.7 million, respectively, at $0.42 per share.
• Additional Investments: Dr. Kosasa made investments on August 29, 2025 ($0.5M), February 6, 2026 ($0.5M), April 23, 2026 ($0.25M), May 18, 2026 ($0.25M), and June 12, 2026 ($0.1M).
• Dr. Yu made investments on April 1, 2026 ($0.75M) and June 16, 2026 ($0.1M).
• Compensation Conversion: Dr. Yu received 219,429 shares of Common Stock on April 1, 2026, in lieu of prior cash compensation.
• Accounting Services: The company incurred $0.05 million in expenses for accounting services from a firm majority-owned by the CFO for the three months ended March 31, 2026.
• Software Development Services: The company incurred $0.03 million in expenses for software development services from a company wholly owned by the CTO for the three months ended March 31, 2026.

Stakeholder Impact

• Existing stockholders will experience dilution from any future issuance of common stock under the SEPA or other equity financings.
• The potential delisting from Nasdaq could negatively impact the liquidity and market price of common stock for all stockholders.
• The company's ability to continue as a going concern raises concerns for all stakeholders, including investors and creditors.
• The identified material weaknesses in internal controls could impact investor confidence and potentially lead to financial misstatements.

Next Steps

• Regain compliance with Nasdaq's minimum bid price requirement by October 12, 2026.
• Continue to monitor the bid price of its common stock and consider implementing options to regain compliance.
• The company may need to raise additional capital through equity or debt offerings.
• Selling stockholders may offer and sell their shares from time to time.
• The company is working on remediating identified material weaknesses in internal control over financial reporting.

Key Dates

Recommendation

While the company shows growth in its core iRWDTM business and has access to potential financing, the significant ongoing losses, identified material weaknesses in internal controls, and the Nasdaq bid price non-compliance present substantial risks. The company's ability to execute its strategy and regain Nasdaq compliance are key factors to monitor. For existing investors, holding may be prudent given the potential for recovery, but new investment should be approached with extreme caution.

Keywords

OneMedNet, ONMD, S-1/A, SEC Filing, Stock Resale, Nasdaq Compliance, Bid Price Rule, Standby Equity Purchase Agreement, SEPA, Yorkville, Real World Data, iRWDTM, Healthcare Software, Financing