OneMedNet Corp

Previous wording

On April 14, 2026, the Company received notice from Nasdaq indicating that the Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 12, 2026, to regain compliance with the Bid Price Rule. To regain compliance, the minimum bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does not regain compliance with the Bid Price Rule by October 12, 2026, the Company may be eligible for an additional 180-calendar day compliance period. The Company intends to continue to actively monitor the bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Bid Price Rule.

Current wording

On April 14, 2026, the Company received notice from Nasdaq indicating that the Company, based on the closing bid price of the shares of Common Stock for the last 30 consecutive business days, is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 12, 2026, to regain compliance with the Bid Price Rule. To regain compliance, the minimum bid price of the shares of Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does not regain compliance with the Bid Price Rule by October 12, 2026, the Company may be eligible for an additional 180-calendar day compliance period. The Company intends to continue to actively monitor the bid price of the shares of Common Stock and may, if appropriate, consider implementing available options to regain compliance with the Bid Price Rule.

Previous wording

We have elected the fair value option of accounting for the PIPE Notes issued in the Business Combination and the Yorkville Note issued with the SEPA. These instruments contained embedded derivatives that would require bifurcation and separate accounting; therefore, we made the election to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These instruments are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations. The PIPE Notes and Yorkville Note were both settled in 2025 and were no longer outstanding as of December 31, 2025.

Current wording

We have elected the fair value option of accounting for the PIPE Notes (as defined in the Form 10-K) issued in the Business Combination and the Yorkville Note (as defined in the Form 10-K) issued with the 2024 SEPA. These instruments contained embedded derivatives that would require bifurcation and separate accounting; therefore, we made the election to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These instruments are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations. The PIPE Notes and Yorkville Note were both settled in 2025 and were no longer outstanding as of December 31, 2025.

Previous wording

We have adopted a Bitcoin strategy on the balance sheets as a forward-looking approach to corporate treasury management that incorporates digital currencies. Our Bitcoin holdings are held at fair value on the consolidated balance sheets and are re-measured at the end of each reporting period based on the quoted end-of-day price provided by a reputable and liquid exchange.

Current wording

We previously adopted a Bitcoin strategy on the balance sheets as a forward-looking approach to corporate treasury management that incorporates digital currencies. Our Bitcoin holdings were held at fair value on the consolidated balance sheets and are re-measured at the end of each reporting period based on the quoted end-of-day price provided by a reputable and liquid exchange. As of June 30, 2026, we no longer hold Bitcoin or any other crypto assets.

Previous wording

We entered into a SEPA arrangement with Yorkville during 2024 that gave us the right, but not the obligation, to require Yorkville to purchase shares over a two-year commitment period, subject to volume limits. The put option is recognized at inception and the forward option is recognized upon issuance of notice for the sale of the Company’s Common Stock. The liabilities are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period, with changes in fair value recognized in the consolidated statements of operations.

Current wording

We entered into the 2024 SEPA that gave us the right, but not the obligation, to require Yorkville to purchase shares over a two-year commitment period, subject to volume limits. The put option is recognized at inception and the forward option is recognized upon issuance of notice for the sale of the Company’s Common Stock. The liabilities are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period, with changes in fair value recognized in the consolidated statements of operations.

Previous wording

Cost of revenue was $0.5 million for the three months ended March 31, 2026, compared to $0.4 million for the three months ended March 31, 2025, an increase of $0.1 million, or 32%. The increase of $0.1 million was primarily due to an increase in data and curation charges to support the increase in data delivery revenue generated by our iRWD platform.

Current wording

Cost of revenue was $0.9 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended June 30, 2025, representing an increase of $0.5 million, or 116%. The increase was primarily attributable to a $0.4 million increase in software costs as we continue to execute our strategy to advance our AI-enabled real-world data platform, and a $0.1 million increase in data acquisition and curation costs incurred to support increased data delivery revenue generated through our iRWD platform.

Previous wording

Sales and marketing expenses were $0.4 million for the three months ended March 31, 2026, compared to $0.3 million for the three months ended March 31, 2025, an increase of $0.1 million, or 30%. The increase of $0.1 million was primarily due to an increase of $0.1 million in salary and related personnel costs, which is driven by increased headcount to support iRWD sales growth.

Current wording

Sales and marketing expenses were $0.4 million for the three months ended June 30, 2026, compared to $0.3 million for the three months ended June 30, 2025, an increase of $0.1 million, or 52%. The increase was primarily attributable to a $0.1 million increase in salaries and related personnel costs resulting from headcount growth to support our sales and marketing activities and increased spending on trade shows, consultants, and other business development initiatives intended to support growth of our iRWD platform.

Previous wording

The change in fair value of convertible notes is composed of the re-measurement adjustment for the PIPE Notes and Yorkville Note (each, as defined in the Form 10-K) which are carried at fair value. The change is mainly due to the resulting fluctuations in the market price of shares of Common Stock*.* Both instruments were converted or repaid in the second quarter of 2025; therefore, no re-measurement adjustment was required for the three months ended March 31, 2026.

Current wording

The change in fair value of convertible notes is composed of the re-measurement adjustment for the PIPE Notes and Yorkville Note which are carried at fair value. The change is mainly due to the resulting fluctuations in the market price of shares of Common Stock*.* Both instruments were converted or repaid in the second quarter of 2025; therefore, no re-measurement adjustment was required for the three months ended June 30, 2026

Previous wording

The change in fair value of SEPA derivative liabilities is primarily driven by expected sales of our Common Stock to Yorkville and projections on the future path of the Company’s stock price during the commitment period. The gain for the three months ended March 31, 2026 is primarily driven by us delivering advance notices under the SEPA leading to less availability at the end of the reporting period.

Current wording

The change in fair value of 2024 SEPA derivative liabilities is primarily driven by expected sales of our Common Stock to Yorkville and projections on the future path of the Company’s stock price during the commitment period.

Previous wording

During the three months ended March 31, 2026, we used $1.5 million of cash in operating activities, primarily resulting from our net loss of $2.5 million, offset by non-cash charges of $0.3 million and cash provided by changes in our operating assets and liabilities of $0.6 million.

Current wording

During the six months ended June 30, 2026, we used $3.4 million of cash in operating activities, primarily resulting from our net loss of $4.6 million, offset by non-cash charges of $0.7 million and cash provided by changes in our operating assets and liabilities of $0.5 million.

Previous wording

During the three months ended March 31, 2025, we used $1.9 million of cash in operating activities, primarily resulting from our net loss of $1.9 million and non-cash charges of $0.1 million, offset by cash provided by changes in our operating assets and liabilities of $0.2 million.

Current wording

During the six months ended June 30, 2025, we used $4.0 million of cash in operating activities, primarily resulting from non-cash charges of $4.9 million and cash provided by changes in our operating assets and liabilities of $0.2 million, offset by our net income of $1.1 million.

Previous wording

During the three months ended March 31, 2026, net cash provided by investing activities was $0.4 million, primarily consisting of proceeds from Bitcoin sales of $0.4 million.

Current wording

During the six months ended June 30, 2026, net cash provided by investing activities was $0.4 million, primarily consisting of proceeds from Bitcoin sales of $0.4 million.

Previous wording

During the three months ended March 31, 2025, net cash provided by investing activities was $1.9 million, primarily consisting of proceeds from Bitcoin sales of $1.9 million.

Current wording

During the six months ended June 30, 2025, net cash provided by investing activities was $1.2 million, primarily consisting of proceeds from Bitcoin sales of $3.5 million offset by Bitcoin purchases of $2.2 million.

Previous wording

During the three months ended March 31, 2026, net cash provided by financing activities was $0.8 million, consisting of $0.5 million in net proceeds from the Yorkville SEPA, $0.5 million in net proceeds from a related party subscription agreement, partially offset by repayments of $0.1 million for our loans payable.

Current wording

During the six months ended June 30, 2026, net cash provided by financing activities was $2.8 million, consisting of $2.1 million in net proceeds from related party subscription agreements and $1.0 million in net proceeds from the 2024 SEPA, partially offset by debt repayments of $0.3 million.