OneMedNet Corp
For the period ended Nov 7, 2025. Filed Nov 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 7, 2025 · Filed Nov 7, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
OneMedNet Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Dear Stockholder:
We cordially invite you to attend the 2025 Annual Meeting of Stockholders of OneMedNet Corporation (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, December 17, 2025, at 11:00 a.m. Central Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting https://www.cstproxy.com/onemednet/2025, where you will be able to listen to the Annual Meeting live, submit questions, and vote.
You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review the important information contained in the proxy materials on the internet and how to request to receive a printed copy of our proxy materials. The Notice also tells you how to vote on the internet prior to the Annual Meeting.
Your vote is important. We hope you will attend the Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may submit your vote three ways: first, as indicated above, you may vote on the internet prior to the meeting; second, you may vote by mail, if you timely request to receive printed copies of these proxy materials in the mail; finally, you may vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted athttps://www.cstproxy.com/onemednet/2025 and can be found in the section entitled “General Information About the Annual Meeting—How can I attend and vote at the Annual Meeting?” in the proxy statement.
Very truly yours,
/s/ Dr. Jeffrey Yu
Dr. Jeffrey Yu Chairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Annual Meeting Date | Wednesday, December 17, 2025 |
|---|---|
| Time | 11:00 a.m. Central Time |
| Place | Via live webcast at https://www.cstproxy.com/onemednet/2025 |
| Items of Business | (1) | To elect two Class II directors nominated by our Board of Directors to serve three-year terms expiring at our 2028 Annual Meeting of Stockholders; |
|---|---|---|
| (2) | To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2025; and | |
| (3) | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting. |
| Record Date | Only holders of record of our common stock on October 23, 2025, are entitled to receive notice of and to vote at the Annual Meeting and any postponement or adjournment of the Annual Meeting. |
|---|---|
| Voting | Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement. |
Pursuant to rules adopted by the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials via the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials athttps://www.cstproxy.com/onemednet/2025 or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2025:
This Notice, our proxy statement, and our 2024 annual report are available athttps://www.cstproxy.com/onemednet/2025.
By Order of the Board of Directors of OneMedNet Corporation,
/s/ Aaron Green
Aaron Green Chief Executive Officer
Eden Prairie, Minnesota
TABLE OF CONTENTS
| General Information About the Annual Meeting | 1 |
|---|---|
| Proposal 1 – Election of Class II Directors | 6 |
| Proposal 2 – Ratification of the Appointment of WithumSmith+Brown, PC as our Independent Registered Public Accounting Firm | 10 |
| Audit Committee Report | 12 |
| Corporate Governance | 13 |
| Executive Officers | 17 |
| Executive Compensation | 18 |
| Director Compensation | 21 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Equity Compensation Plan Information | 24 |
| Certain Relationships and Related-Person Transactions | 25 |
| Householding | 27 |
| Stockholder Proposals | 27 |
| Other Matters | 28 |
ONEMEDNET CORPORATION
(800) 918-7189
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT SOLICITATION AND VOTING
The Board of Directors (the “Board” or “Board of Directors”) of OneMedNet Corporation (the “Company,” “OneMedNet,” “we,” “us” or “our”) is providing these materials to you in connection with our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place on Wednesday, December 17, 2025 at 11:00 a.m., Central Time. The Annual Meeting will be held virtually atwww.cstproxy.com/onemednet/2025, where you will be able to listen to the meeting live, submit questions, and vote. We believe that holding the Annual Meeting virtually is an important step to enhancing accessibility to the meeting and reducing the carbon footprint of our activities. This proxy statement and the accompanying other proxy materials will be first made available to stockholders on or about November 7, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.