OneMedNet Corp

As filed with the Securities and Exchange Commission on July 1, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

OneMedNet Corporation

**6385 Old Shady Oak Road, Suite 250

Eden Prairie, MN 55344

Telephone:800-918-7189

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Aaron Green

**Chief Executive Officer

OneMedNet Corporation

6385 Old Shady Oak Road, Suite 250

Eden Prairie, MN 55344

Telephone:800-918-7189

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ned Prusse

Ashurst** Perkins Coie US LLP**

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

Telephone: (303) 291-2374

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

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.

If an emerging growth company, indicate by check market 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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 11,680,535 Shares of Common Stock

This prospectus also relates to the offer and resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Stockholders”) of up to an aggregate of 11,680,535 shares of Common Stock, consisting of (i) up to 8,500,000 shares of Common Stock issuable pursuant to advances under the Standby Equity Purchase Agreement (the “SEPA”), dated July 1, 2026, by and between the Company and YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”); (ii) an aggregate of 1,885,078 additional shares of Common Stock issued to Dr. Thomas Kosasa consisting of (A) 581,395 shares of Common Stock on August 29, 2025 as an additional investment in the Company at a purchase price of $0.86 per share, (B) 595,238 shares of Common Stock on February 6, 2026 as an additional investment in the Company at a purchase price of $0.84 per share, (C) 280,898 shares of Common Stock on April 23, 2026 as an additional investment in the Company at a purchase price of $0.89 per share, (D) 268,817 shares of Common Stock on May 18, 2026 as an additional investment in the Company at a purchase price of $0.93 per share, and (E) 158,730 shares of Common Stock on June 12, 2026 as an additional investment in the Company at a purchase price of $0.63 per share; and (iii) an aggregate of 1,295,457 additional shares of Common Stock issued to Dr. Jeffrey Yu (or his affiliate) consisting of (A) 219,429 shares of Common Stock on April 1, 2026 issued in lieu of prior cash compensation owed to Dr. Yu at a conversion price of $0.83 per share, (B) 903,614 shares of Common Stock on April 1, 2026 as an additional investment in the Company at a purchase price of $0.83 per share, and (C) 172,414 shares of Common Stock on June 16, 2026 as an additional investment in the Company at a purchase price of $0.58 per share.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of our shares of our Common Stock. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock. See section entitled*“Plan of Distribution”*beginning on page 84 of this prospectus.

Shares of our Common Stock are listed on the Nasdaq Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ONMD”. As of June 30, 2026, we had 56,952,652 shares of Common Stock outstanding. On June 30, 2026, the last reported closing price of our Common Stock as reported on Nasdaq was $0.711 per share.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any supplement. Neither we nor the Selling Stockholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, neither we nor the Selling Stockholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

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