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OneMedNet Corp

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

ONMD$5.14+23.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40386

(Exact name of Registrant as specified in its Charter)

Delaware86-2076743
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6385 Old Shady Oak Road, Suite 250 Eden Prairie, Minnesota55344
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(800) 918-7189

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareONMDThe Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per shareONMDWThe Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If 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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No ☒

As of November 7, 2025, there were 51,005,205 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii
PART I. · FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements1
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20241
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 20242
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 20243
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 20245
Notes to Unaudited Condensed Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk31
Item 4.Controls and Procedures32
PART II.OTHER INFORMATION
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32
Item 3.Defaults Upon Senior Securities33
Item 4.Mine Safety Disclosures33
Item 5.Other Information33
Item 6.Exhibits33
Signature34

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