Skip to main content

OneMedNet Corp

For the period ended Nov 7, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

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

ONMD$5.14+23.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

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 DateWednesday, December 17, 2025
Time11:00 a.m. Central Time
PlaceVia 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 DateOnly 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.
VotingYour 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 Meeting1
Proposal 1 – Election of Class II Directors6
Proposal 2 – Ratification of the Appointment of WithumSmith+Brown, PC as our Independent Registered Public Accounting Firm10
Audit Committee Report12
Corporate Governance13
Executive Officers17
Executive Compensation18
Director Compensation21
Security Ownership of Certain Beneficial Owners and Management22
Equity Compensation Plan Information24
Certain Relationships and Related-Person Transactions25
Householding27
Stockholder Proposals27
Other Matters28

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.