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): August 12, 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 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. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Departureof Director

On August 12, 2024, Dr. Julianne (Sun Joo) Huh, a member of the Board of Directors (the “Board”) of OneMedNet Corporation (the “Company”) and a member of the Company’s Nominating and Corporate Governance Committee, notified the Company of her resignation from the Company’s Board effective August 12, 2024. Dr. Huh’s notice of resignation did not advise the Company of any disagreement with the Company on any matter relating to its accounting, operations, policies or practices. The Company is grateful for Dr. Huh’s service to the Company and the Board.

Appointmentof Director

Effective August 14, 2024, the Board appointed Mr. Andrew B. Zeinfeld, to serve as a member of the Board to fill the vacancy created by the resignation of Dr. Huh.

There are no family relationships between Mr. Zeinfeld and any other director or executive officer of the Company. There are no arrangements or understandings between Mr. Zeinfeld and any other person, in each case, pursuant to which Mr. Zeinfeld was appointed to serve on the Board and none are currently proposed that would require disclosure under Item 404(a) of Regulation S-K.

As a non-employee director of the Company, Mr. Zeinfeld will be compensated according to the Company’s non-employee director compensation practices. This compensation consists of the 2024 grant of 45,000 shares of Company common stock to each director for one full year of service (pro-rated for 2024). The RSUs will vest at the end of December 2024. In addition, the Company will enter into an indemnity agreement with Mr. Zeinfeld in the same form as previously entered into by the Company with its other non-management directors.

SIGNATURE

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.

Dated: August 14, 2024