OneMedNet Corp
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
View on SEC.govAbout 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.
Jun 30, 2025 · Filed Aug 13, 2025
ONMD$5.14+23.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001641172-25-010321
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023557
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 72 previous paragraphs and 88 current paragraphs.
42 unchanged; 17 reworded; 14 added; 13 removed; 0 previous and 15 current paragraphs rearranged.
Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Our general and administrative expenses decreased $0.5 million, or 31%, to $1.2 million for the three months ended June 30, 2025, from $1.7 million for the three months ended June 30, 2024. The decrease is primarily due to a one-time commitment fee of $0.5 million paid to Yorkville for the SEPA during the three months ended June 30, 2024.
Current report
During the three months ended June 30, 2025, we received gross cash proceeds of $3.7 million in connection with private placements with institutional investors and investments from related parties. As such, we no longer expect to draw on the SEPA and the liability was adjusted to a fair value of $0 leading to a change in fair value of $(0.1) million during the three months ended June 30, 2025.
Current report
During the three months ended June 30, 2024, we had recently entered into the SEPA arrangement and expected to draw on the facility to fund operations as needed. As such, the change in fair value of $0.2 million represents the issuance date fair value of the SEPA, which was driven by expected draws on the facility during the commitment period.
Current report
Gain on Troubled Debt Restructurings
Current report
Gain on troubled debt restructuring during the three months ended June 30, 2025 was primarily driven by our settlement of deferred underwriter fees which resulted in a gain of $2.7 million (see Note 7). In addition, we restructured trade payables with three separate vendors leading to an additional gain of $0.9 million (see Note 5). During the three months ended June 30, 2024, we did not restructure any of our debt or trade payables.
Current report
Our general and administrative expenses decreased $0.5 million, or 15%, to $2.6 million for the six months ended June 30, 2025, from $3.1 million for the six months ended June 30, 2024. The decrease is primarily due to a one-time commitment fee of $0.5 million paid to Yorkville for the SEPA during the three months ended June 30, 2024.
Current report
Our interest expense decreased $31 thousand, or 37%, to $52 thousand for the three months ended June 30, 2025, from $83 thousand during the three months ended June 30, 2024. The decrease is primarily due to lower interest expense on (i) loans made by related parties (Management and Directors) which got converted into shares of our Common Stock in June 2025 (see Note 6), (ii) the portion of deferred underwriter fees relating to the Business Combination that was payable in cash which got settled in June 2025 (see Note 7) and (iii) our line of credit borrowing which was fully paid off in the fourth quarter of 2024.
Current report
At the closing of the Business Combination in 2023, we issued PIPE Notes that are convertible into shares of Common Stock and carried at fair value. The change in fair value is mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*During the six months ended June 30, 2025, all holders of PIPE Notes provided notice to convert all outstanding principal and accrued interest outstanding into shares of our Common Stock. As such, the decrease in fair value of PIPE Notes during the six months ended June 30, 2025 represents the final mark-to-market adjustment prior to conversion of the PIPE Notes.
Current report
In June 2024, we issued the Yorkville Note which is convertible into shares of Common Stock and carried at fair value. The change in fair value is mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.* During the six months ended June 30, 2025, the Yorkville Note matured, and the outstanding principal balance was either converted into shares of our Common Stock or repaid in cash. As such, the decrease in fair value of Yorkville Note during the six months ended June 30, 2025 represents the final mark-to-market adjustments prior to maturity of the Yorkville Note.
Current report
During the six months ended June 30, 2025, we received gross cash proceeds of $3.7 million in connection with private placements with institutional investors and investments from related parties. As such, we no longer expect to draw on the SEPA and the liability was adjusted to a fair value of $0, leading to a change in fair value of $(0.4) million during the six months ended June 30, 2025.
Current report
During the six months ended June 30, 2024, we had recently entered into the SEPA arrangement and expected to draw on the facility to fund operations as needed. As such, the change in fair value of $0.2 million represents the issuance date fair value of the SEPA, which was driven by expected draws on the facility during the commitment period.
Current report
Gain on Troubled Debt Restructurings
Current report
Gain on troubled debt restructuring during the six months ended June 30, 2025 was primarily driven by our settlement of deferred underwriter fees which resulted in a gain of $2.7 million (see Note 7). In addition, we restructured trade payables with three separate vendors leading to an additional gain of $0.9 million (see Note 5). During the three months ended June 30, 2024, we did not restructure any of our debt or trade payables.
Current report
During the six months ended June 30, 2025, net cash provided by financing activities was $2.9 million, which consisted of $2.5 million and $1.2 million of proceeds from a private placement and related party investments, respectively, offset by $0.8 million of repayments on outstanding debt facilities.
Removed paragraphs (13)
Previous report
Revenue
Previous report
Cost of Revenue
Previous report
General and Administrative
Previous report
Research and Development
Previous report
Sales and Marketing
Previous report
Interest Expense
Previous report
Revenue
Previous report
Cost of Revenue
Previous report
General and Administrative
Previous report
Sales and Marketing
Previous report
Research and development
Previous report
Interest Expense
Previous report
During the three months ended March 31, 2025, we did not engage in any financing activities.
Reworded paragraphs (17)
Previous wording
Other (income) expenses, net, also includes change in fair value and realized gains of our Bitcoin holdings, as well as foreign exchange and tax expenses related to the Company’s operations and revenue outside of the United States.
Current wording
Other (income) expenses, net, also includes change in fair value and realized gains of our Bitcoin holdings, gain on troubled debt restructuring and foreign exchange and tax expenses related to the Company’s operations and revenue outside of the United States. Gain on troubled debt restructuring includes the gains on account of restructuring of loans from lenders and gains on account of concluded negotiations with vendors for reduction in outstanding liabilities.
Previous wording
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the three months ended March 31, 2025, overall revenue decreased by 45%. The primary driver for the decrease in subscription revenue was the planned discontinuation of the BEAM platform in 2025. As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our customers leading to a $0.1 million decrease for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The primary driver for the increase in web imaging revenue was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.
Current wording
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the three months ended June 30, 2025, overall revenue decreased by 32%. The primary driver for the decrease in subscription revenue was due to the planned decommissioning of the BEAM platform, which occurred on May 31, 2025. When we made the decision to move away from the BEAM platform to focus on iRWD sales, we stopped renewals for our customers leading to a $0.1 million decrease for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The primary driver for the increase in web imaging revenue was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.
Previous wording
For the three months ended March 31, 2025, our cost of revenue as a percentage of revenue increased by 136% compared to the prior year period. The increase is primarily driven by the planned transition away from the BEAM platform, which has resulted in lower subscription revenue without the benefit of cost savings until the platform is discontinued later in 2025. The increase is also driven by higher iRWD data and personnel costs to support anticipated iRWD sales growth.
Current wording
For the three months ended June 30, 2025, our cost of revenue as a percentage of revenue increased by 110% compared to the prior year period. The increase is primarily driven by the transition away from the BEAM platform, which was decommissioned in May 2025. This has resulted in lower subscription revenue without the benefit of cost savings for the entire comparative period. The increase is also driven by higher iRWD data and personnel costs to support anticipated iRWD sales growth.
Previous wording
General and administrative expenses for the three months ended March 31, 2025, were generally consistent with the general and administrative expenses for the three months ended March 31, 2024.
Current wording
Sales and marketing expenses for the three months ended June 30, 2025 were generally consistent with sales and marketing expenses for the three months ended June 30, 2024.
Previous wording
During the three months ended March 31, 2025 and 2024, interest expense was primarily comprised of interest expense on loans made by related parties (Management and Directors) and interest expense on the portion of deferred underwriter fees relating to the Business Combination that are payable in cash.
Current wording
Our interest expense decreased $19 thousand, or 46%, to $22 thousand for the three months ended June 30, 2025, from $41 thousand during the three months ended June 30, 2024. The decrease is primarily due to lower interest expense on (i) loans made by related parties (Management and Directors) which got converted into shares of our Common Stock in June 2025 (see Note 6), (ii) the portion of deferred underwriter fees relating to the Business Combination that was payable in cash which got settled in June 2025 (see Note 7) and (iii) our line of credit borrowing which was fully paid off in the fourth quarter of 2024.
Previous wording
At the closing of the Business Combination in 2023, we issued warrants in connection with the PIPE financingand separately assumed certain private warrants from Data Knights. We determined that these warrants should be accounted for as liabilities, which are adjusted to fair value at the end of each reporting period. The change in fair value is mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*
Current wording
At the closing of the Business Combination in 2023, we issued warrants in connection with the PIPE financing and separately assumed certain private warrants from Data Knights. We determined that these warrants should be accounted for as liabilities, which are adjusted to fair value at the end of each reporting period. The decrease in fair value of warrants for the three months ended June 30, 2025 was mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*
Previous wording
At the closing of the Business Combination in 2023, we issued PIPE Notes that are convertible into shares of Common Stock and carried at fair value. The change in fair value is mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*
Current wording
At the closing of the Business Combination in 2023, we issued PIPE Notes that are convertible into shares of Common Stock and carried at fair value. The change in fair value is mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*During the three months ended June 30, 2025, all holders of PIPE Notes provided notice to convert all outstanding principal and accrued interest outstanding into shares of our Common Stock. As such, the decrease in fair value of PIPE Notes during the three months ended June 30, 2025 represents the final mark-to-market adjustment prior to conversion of the PIPE Notes.
Previous wording
In June 2024, we issued the Yorkville Note which is convertible into shares of Common Stock and carried at fair value. The change in fair value is mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*
Current wording
In June 2024, we issued the Yorkville Note which is convertible into shares of Common Stock and carried at fair value. The decrease in fair value of Yorkville Note is mainly due to the resulting fluctuations in the market price of shares of our Common Stock. During the three months ended June 30, 2025, the Yorkville Note matured, and the outstanding principal balance was either converted into shares of our Common Stock or repaid in cash. As such, the change in fair value during the three months ended June 30, 2025 represents the final mark-to-market adjustments prior to maturity of the Yorkville Note.
Previous wording
The change in fair value of derivative liability during the three months ended March 31, 2025 represents the remeasurement adjustment of the SEPA put option with Yorkville. The fair value 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. During the three months ended March 31, 2024, we did not have the SEPA arrangement which explains the change between the periods.
Current wording
The change in fair value of derivative liability represents the remeasurement adjustment of the SEPA put option with Yorkville. The fair value 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
Our sales & marketing expense increased $61 thousand, or 27%, to $290 thousand for the three months ended March 31, 2025, from $229 thousand for the three months ended March 31, 2024. The increase is primarily due to an increase in personnel costs of $101 thousand resulting from increased headcount, which is partially offset by a $52 thousand decrease in consulting expenses.
Current wording
Our sales and marketing expense increased $59 thousand, or 12%, to $542 thousand for the six months ended June 30, 2025, from $483 thousand for the six months ended June 30, 2024. The increase is primarily due to an increase in personnel costs of $187 thousand which is driven by increased headcount to support iRWD sales growth. This increase is partially offset by a decrease of $83 thousand in consulting expenses as we bring sales and marketing personnel in-house, and a decrease of $46 thousand in trade shows and other miscellaneous expenses.
Previous wording
Our research and development expense decreased $97 thousand, or 22%, to $348 thousand for the three months ended March 31, 2025, from $445 thousand for the three months ended March 31, 2024. The decrease is primarily due to a decrease in personnel costs of $69 thousand and software and hosting expenses of $29 thousand. These decreases are driven by the focus on iRWD sales growth and less resources being allocated to research and development efforts.
Current wording
Our research and development expense decreased $0.1 million, or 10%, to $0.7 million for the six months ended June 30, 2025, from $0.8 million for the six months ended June 30, 2024. The decrease is primarily due to a decrease in personnel costs of $0.1 million which is driven by the focus on iRWD sales growth and less resources being allocated to research and development efforts.
Previous wording
Our net cash and cash equivalents used in operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation expense, changes in fair value of liability classified financial instruments, as well as changes in operating assets and liabilities. The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to contract performance obligations. This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the performance obligation.
Current wording
Our net cash and cash equivalents used in operating activities consists of net income (loss) adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation expense, changes in fair value of liability classified financial instruments, as well as changes in operating assets and liabilities. The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to contract performance obligations. This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the performance obligation.
Previous wording
During the three months ended March 31, 2024, we used $1.5 million of cash in operating activities, primarily resulting from our net loss of $2.1 million, offset by non-cash charges of $0.1 million and cash provided by changes in our operating assets and liabilities of $0.4 million.
Current wording
During the six months ended June 30, 2025, we used $4.2 million of cash in operating activities, primarily resulting from non-cash charges of $4.9 million and cash used in our operating assets and liabilities of $0.4 million, offset by our net income of $1.1 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 $0.1 million.
Current wording
During the six months ended June 30, 2024, we used $3.1 million of cash in operating activities, primarily resulting from our net loss of $5.7 million, offset by non-cash charges of $1.4 million and cash provided by changes in our operating assets and liabilities of $1.3 million.
Previous wording
During the three months ended March 31, 2025, net cash provided by investing activities was $1.9 million, which primarily consisted of $1.9 million in sales of Bitcoin.
Current wording
During the six months ended June 30, 2025, net cash provided by investing activities was $1.3 million, which primarily consisted of Bitcoin activity comprised of $3.5 million in sales, offset by $2.2 million of purchases.
Previous wording
During the three months ended March 31, 2024, net cash used in investing activities was $6 thousand, consisting of purchases of property and equipment.
Current wording
During the six months ended June 30, 2024, net cash used in investing activities was $7 thousand, consisting of purchases of property and equipment.
Previous wording
During the three months ended March 31, 2024, net cash provided by financing activities was $1.7 million, which primarily consisted of $1.3 million and $0.4 million of proceeds from shareholder loans and our revolving line of credit, respectively.
Current wording
During the six months ended June 30, 2024, net cash provided by financing activities was $3.7 million, which primarily consisted $1.9 million of net proceeds from shareholder loans, $1.4 million of net proceeds under the Yorkville Note and $0.5 million of proceeds under our line of credit borrowing.
Rearranged current paragraphs (15)
Current report — wording carried from elsewhere
Research and development expenses for the three months ended June 30, 2025, were generally consistent with research and development expenses for the three months ended June 30, 2024.
Current report — wording carried from elsewhere
Comparison of the Six Months Ended June 30, 2025 and 2024
Current report — wording carried from elsewhere
The following table sets forth our condensed consolidated statements of operations data for the periods presented:
Current report — wording carried from elsewhere
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the six months ended June 30, 2025, overall revenue decreased by 39%. The primary driver for the decrease in subscription revenue was due to the planned decommissioning of the BEAM platform, which occurred on May 31, 2025. When we made the decision to move away from the BEAM platform to focus on iRWD sales, we stopped renewals for our customers leading to a $0.2 million decrease for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The primary driver for the increase in web imaging revenue was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the six months ended June 30, 2025, as compared to the three months ended June 30, 2024.
Current report — wording carried from elsewhere
For the six months ended June 30, 2025, our cost of revenue as a percentage of revenue increased by 117% compared to the prior year period. The increase is primarily driven by the transition away from the BEAM platform, which was decommissioned in May 2025. This has resulted in lower subscription revenue without the benefit of cost savings for the entire comparative period. The increase is also driven by higher iRWD data and personnel costs to support anticipated iRWD sales growth.
Current report — wording carried from elsewhere
Change in Fair Value of Warrants
Current report — wording carried from elsewhere
At the closing of the Business Combination in 2023, we issued warrants in connection with the PIPE financing and separately assumed certain private warrants from Data Knights. We determined that these warrants should be accounted for as liabilities, which are adjusted to fair value at the end of each reporting period. The increase in fair value of warrants for the six months ended June 30, 2025, compared to the prior period, was mainly due to the resulting fluctuations in the market price of shares of our Common Stock*.*
Current report — wording carried from elsewhere
Change in Fair Value of PIPE Notes
Current report — wording carried from elsewhere
Change in Fair Value of Yorkville Note
Current report — wording carried from elsewhere
Change in Fair Value of Bitcoin
Current report — wording carried from elsewhere
The change in fair value of Bitcoin during the six months ended June 30, 2025 relates to the mark-to-market adjustment of Bitcoin, which we began strategically investing in using excess cash from our private placement transactions in the third quarter of 2024. As of June 30, 2024, we did not have any Bitcoin holdings.
Current report — wording carried from elsewhere
Realized Gain on Sale of Crypto Assets – Bitcoin
Current report — wording carried from elsewhere
The realized gain on sale of crypto assets – Bitcoin during the six months ended June 30, 2025 reflects the increase in the price of Bitcoin upon sale compared to its purchase price. As of June 30, 2024, we did not have any Bitcoin holdings.
Current report — wording carried from elsewhere
Change in Fair Value of Derivative Liability
Current report — wording carried from elsewhere
The change in fair value of derivative liability represents the remeasurement adjustment of the SEPA put option with Yorkville. The fair value 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.