8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2024

ONEMEDNET

CORPORATION

(Exact name of registrant as specified in its charter)

6385Old Shady Oak Road, Suite 250

EdenPrairie, MN 55344

(Address of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: 800-918-7189

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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 13(a) of the Exchange Act. ☐

Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transferof Listing.

As previously reported on Form 8-K on March 29, 2024 by OneMedNet Corporation (the “Company”), the Company received written notice on March 26, 2024, from the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets the Listing Rules requirement that its listed securities maintain a minimum bid price of $1 per share. However, the Rules provide the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this 180 day period (expiring on September 23, 2024) the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and this matter will be closed.

On June 10, 2024, the Nasdaq staff has determined that for the last 11 consecutive business days, from May 23, 2024, to June 7, 2024, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and this matter is now closed.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.