OneMedNet Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company entered into a subscription agreement, dated April 1, 2026, with Dr. Jeffrey Yu, a director of the Company, pursuant to which the Company issued 903,614 shares of Common Stock to Dr. Yu at a price of $0.83 per share. The Company received net proceeds of approximately $750,000 from the related party subscription agreement. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

The Company entered into a letter agreement, dated April 1, 2026, with Dr. Jeffrey Yu, a director of the Company, pursuant to which the Company issued 219,429 shares of Common Stock in lieu of prior cash compensation owed to Dr. Yu at a conversion price of $0.83 per share. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

The Company entered into a subscription agreement, dated April 23, 2026, with Dr. Thomas Kosasa, a director of the Company, pursuant to which the Company issued 280,898 shares of Common Stock to Dr. Kosasa at a price of $0.89 per share. The Company received net proceeds of approximately $250,000 from the related party subscription agreement. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

The Company entered into a subscription agreement, dated May 18, 2026, with Dr. Thomas Kosasa, a director of the Company, pursuant to which the Company issued 268,817 shares of Common Stock to Dr. Kosasa at a price of $0.93 per share. The Company received net proceeds of approximately $250,000 from the related party subscription agreement. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

The Company entered into a subscription agreement, dated June 12, 2026, with Dr. Thomas Kosasa, a director of the Company, pursuant to which the Company issued 158,730 shares of Common Stock to Dr. Kosasa at a price of $0.63 per share. The Company received net proceeds of approximately $100,000 from the related party subscription agreement. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

The Company entered into a subscription agreement, dated June 16, 2026, with Dr. Jeffrey Yu, a director of the Company, pursuant to which the Company issued 172,414 shares of Common Stock to Dr. Yu at a price of $0.58 per share. The Company received net proceeds of approximately $100,000 from the related party subscription agreement. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

During the three months ended June 30, 2026, pursuant to the terms of the 2024 SEPA, the Company issued Yorkville an aggregate of 953,862 shares of Common Stock for aggregate gross proceeds of $486,681. The issuance of such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.

Except as set forth above, during the three months ended June 30, 2026, we did not have issuances of unregistered securities not previously included in a Current Report on Form 8-K.