OneMedNet Corp
For the period ended Aug 19, 2026. Filed Aug 19, 2026.
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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.
Aug 19, 2026 · Filed Aug 19, 2026
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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 2026 Annual Meeting of Stockholders of OneMedNet Corporation (the “Annual Meeting”). The Annual Meeting will be held on Friday, September 18, 2026, 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/2026, 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.
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, you may vote on the internet prior to the meeting; second, you may vote by 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/2026 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 Date | September 18, 2026 | |
|---|---|---|
| Time | 11:00 a.m. Central Time | |
| Place | Via live webcast at https://www.cstproxy.com/onemednet/2026 | |
| Items of Business | (1) | To elect three Class III directors nominated by our Board of Directors to serve three-year terms expiring at our 2029 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, 2026; | |
| (3) | To approve the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan to increase the available share reserve by 1,000,000 shares; | |
| (4) | To approve an amendment to our third amended and restated certificate of incorporation, as amended, to effect a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the Board of Directors in its discretion; and | |
| (5) | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting. | |
| Record Date | Only holders of record of our common stock on August 11, 2026, are entitled to receive notice of and to vote at the Annual Meeting and any postponement or adjournment of the Annual Meeting. | |
| Voting | Your 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. | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 18, 2026:
This Proxy Statement and the proxy card are first being distributed to stockholders on or about August 19, 2026.
In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the Internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly accessible website. This Notice, the proxy statement, and the 2025 annual report are available athttps://www.cstproxy.com/onemednet/2026.
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 Meeting | 1 |
|---|---|
| Proposal 1 – Election of Class III Directors | 6 |
| Proposal 2 – Ratification of the Appointment of WithumSmith+Brown, PC as our Independent Registered Public Accounting Firm | 9 |
| Audit Committee Report | 10 |
| Proposal 3 – Approval of the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan | 11 |
| Equity Compensation Plan Information | 17 |
| Proposal 4 – Approval of Reverse Stock Split | 18 |
| Corporate Governance | 24 |
| Executive Officers | 28 |
| Executive Compensation | 29 |
| Director Compensation | 31 |
| Security Ownership of Certain Beneficial Owners and Management | 32 |
| Certain Relationships and Related-Person Transactions | 34 |
| Householding | 37 |
| Stockholder Proposals | 37 |
| Other Matters | 38 |
| Appendix A – OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan | A-1 |
| Appendix B – Reverse Stock Split Amendment | B-1 |
ONEMEDNET CORPORATION
(800) 918-7189
PROXY STATEMENT
2026 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place on Friday, September 18, 2026 at 11:00 a.m. Central Time. The Annual Meeting will be held virtually athttps://www.cstproxy.com/onemednet/2026, 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 proxy card are first being distributed to stockholders on or about August 19, 2026. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “2025 Annual Report”), is being made available together with these materials.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.