OneMedNet Corp 10-Q for FY2025 Q3
OneMedNet Corp (ONMD)
About this 10-Q
OneMedNet Corp filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $177K
- up 24.6% from $142K a year earlier
- Net loss
- $741K
- compared with a net loss of $2.06M a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
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☐ No
As of November 7, 2025, there were shares of common stock, par value $ per share, issued and outstanding.
Table of Contents
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q (this “Report”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Report are forward-looking statements. The forward-looking statements in this Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs.
Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this Report include, without limitation, statements reflecting management’s expectations regarding future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, liquidity, operating expenses, and enhancement of our internal control structure.
Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this Report and other documents we file with the SEC. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:
| ● | our projected financial position and estimated cash burn rate; | |
| ● | our estimates regarding expenses, future revenues and capital requirements; | |
| ● | our ability to continue as a going concern; | |
| ● | our ability to raise substantial additional capital in sufficient amounts or on acceptable terms to fund our operations and our business plan; | |
| ● | risks inherent with investing in Bitcoin, including Bitcoin’s volatility; | |
| ● | our ability to implement our Bitcoin treasury strategy and its effects on our business; |
| ii |
| ● | our ability to reverse the recent decline in our revenue and resume growing our revenue; | |
| ● | our ability to obtain and maintain intellectual property protection for our current products and services; | |
| ● | our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights; | |
| ● | the possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against these claims; | |
| ● | our reliance on third-party suppliers; | |
| ● | the success of competing products or services that are or become available; | |
| ● | our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel; | |
| ● | the potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and services; and | |
| ● | changes in demand for our products and services as a result of geopolitical and/or macroeconomic conditions. |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report to conform these statements to actual results or to changes in our expectations.
You should read this Report and the documents that we incorporate by reference in this Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements including those described in this Report and in the “Risk Factors” section of our Annual Report on Form 10-K and other documents we file with the Securities and Exchange Commission.
| iii |
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ONEMEDNET CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investment in crypto assets – Bitcoin | ||||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenues | ||||||||
| Loan extensions | ||||||||
| PIPE Notes | ||||||||
| Yorkville Note | ||||||||
| Deferred underwriter fee payable | ||||||||
| Loans – related parties | ||||||||
| Total current liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred Stock, par value $, shares authorized at September 30, 2025 and December 31, 2024; shares issued and outstanding at September 30, 2025 and December 31, 2024 | ||||||||
| Common Stock, par value $; shares authorized at September 30, 2025 and December 31, 2024, shares issued and shares outstanding at September 30, 2025; shares issued and shares outstanding as of December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost, shares at September 30, 2025 and December 31, 2024 | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
ONEMEDNET CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Subscription revenue | $ | $ | $ | $ | ||||||||||||
| Web imaging revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross margin | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (income) expense, net | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Change in fair value of warrants | ||||||||||||||||
| Change in fair value of PIPE Notes | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in fair value of Yorkville Note | ( | ) | ( | ) | ||||||||||||
| Change in fair value of crypto assets – Bitcoin | ( | ) | ||||||||||||||
| Realized (gain) loss on sale of crypto assets – Bitcoin | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||||||||||
| Gain on troubled debt restructurings | ( | ) | ( | ) | ||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||
| Stock warrant expense | ||||||||||||||||
| Other expense (income) | ( | ) | ||||||||||||||
| Total other (income) expense, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net income (loss) per share attributable to common shares – basic | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted average shares of common stock outstanding – basic | ||||||||||||||||
| Net income (loss) per share attributable to common shares – diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted average shares of common stock outstanding – diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
ONEMEDNET CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
(Unaudited)
Three and Nine Months Ended September 30, 2025
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balances as of December 31, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Issuance of common stock in connection with September 2024 private placement | - | |||||||||||||||||||||||||||
| Partial conversion of Yorkville Note | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances as of March 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of common stock in connection with settlement of vendor payable | - | |||||||||||||||||||||||||||
| Issuance of common stock upon partial conversion of Yorkville Note | - | |||||||||||||||||||||||||||
| Issuance of common stock upon conversion of loans with related parties | - | |||||||||||||||||||||||||||
| Issuance of common stock upon conversion of PIPE Notes | - | |||||||||||||||||||||||||||
| Issuance of common stock upon conversion of loan extensions with related parties | - | |||||||||||||||||||||||||||
| Issuance of common stock in connection with June 2025 private placement | - | |||||||||||||||||||||||||||
| Issuance of common stock in connection with subscription agreements with related parties | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balances as of June 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Issuance of common stock in connection with pre-funded warrant exercises | - | |||||||||||||||||||||||||||
| Issuance of common stock in connection with subscription agreement with related party | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances as of September 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| 3 |
Three and Nine Months Ended September 30, 2024
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balances as of December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issuance of common stock to settle deferred underwriter fee payable | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Repurchase of common stock | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances as of March 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Vesting of restricted stock units | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances as of June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balances | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Issuance of common stock and pre-funded warrants in connection with private placements, net of issuance costs | - | |||||||||||||||||||||||||||
| Issuance of common stock to settle Yorkville commitment fee | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances as of September 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balances | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ONEMEDNET CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| 2025 | 2024 | |||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation expense | ||||||||
| Stock warrant expense | ||||||||
| Change in fair value of warrant liabilities | ||||||||
| Change in fair value of PIPE Notes | ( | ) | ( | ) | ||||
| Change in fair value of Yorkville Note | ( | ) | ||||||
| Change in fair value of crypto assets – Bitcoin | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Realized gain on sale of crypto assets – Bitcoin | ( | ) | ||||||
| Gain on troubled debt restructurings | ( | ) | ||||||
| Loss on extinguishment of debt | ||||||||
| Gain on forgiveness of CEBA loan | ( | ) | ||||||
| Non-cash interest | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenues | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of crypto assets – Bitcoin | ( | ) | ( | ) | ||||
| Sales of crypto assets – Bitcoin | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from private placement, net of issuance costs | ||||||||
| Proceeds from subscription agreements with related parties, net of issuance costs | ||||||||
| Repayment of Yorkville Note | ( | ) | ||||||
| Repayment of deferred underwriter fees payable | ( | ) | ||||||
| Repayment of loan extensions | ( | ) | ||||||
| Proceeds from issuance of shareholder loans | ||||||||
| Proceeds from issuance of Yorkville Note | ||||||||
| Proceeds from line of credit borrowings | ||||||||
| Repayment of shareholder loan | ( | ) | ||||||
| Repayment of line of credit borrowings | ( | ) | ||||||
| Repayment for common stock repurchase | ( | ) | ( | ) | ||||
| Repayment of deferred underwriter fees | ( | ) | ||||||
| Repayment of CEBA loan | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Issuance of common stock in connection with settlement of vendor payable | $ | $ | ||||||
| Issuance of common stock upon partial conversion of Yorkville Note | $ | $ | ||||||
| Issuance of common stock upon conversion of loans with related parties | $ | $ | ||||||
| Issuance of common stock upon conversion of PIPE Notes | $ | $ | ||||||
| Issuance of common stock upon conversion of loan extensions with related parties | $ | $ | ||||||
| Issuance of common stock to settle deferred underwriter fee payable | $ | $ | ||||||
| Common stock repurchase consideration in accounts payable and accrued expenses | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
ONEMEDNET CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Organization and Description of Business
OneMedNet Corporation (the “Company”) is a healthcare software company with solutions focused on digital medical image management, exchange, and sharing. The Company was founded in Delaware on November 20, 2015. The Company has been solely focused on creating solutions that simplify digital medical image management, exchange, and sharing. The Company has one wholly owned subsidiary, OneMedNet Technologies (Canada) Inc., incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia whose functional currency is the Canadian dollar. The Company’s headquarters location is Eden Prairie, Minnesota.
On November 7, 2023, Data Knights Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Data Knights Acquisition Corp. (“Data Knights”), a Delaware corporation, merged with and into OneMedNet Solutions Corporation (formerly named OneMedNet Corporation) (“Legacy ONMD”), with Legacy ONMD surviving as a wholly owned subsidiary of Data Knights (the “Business Combination”). Following the consummation of the Business Combination, Data Knights was renamed to “OneMedNet Corporation.”
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The results from operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future annual or interim period.
The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2024 in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2025 (the “Form 10-K”).
The interim unaudited condensed consolidated financial statements include the consolidated accounts of the Company’s wholly owned subsidiary, OneMedNet Technologies (Canada) Inc. All significant intercompany transactions have been eliminated in consolidation.
Liquidity and Going Concern
The
Company has incurred recurring operating losses since its inception, including $
To continue and expand its operations, the Company will be required to, and management plans to, raise additional working capital through equity or debt offerings and ultimately hopes to attain profitable operations to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the condensed consolidated financial statements. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to continue receiving working capital cash payments and generating cash flow from operations.
Risks and Uncertainties
The Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations, dependence on key personnel, and protection of proprietary technology.
In addition, the Company has invested in Bitcoin, which is a crypto asset. Crypto assets are loosely regulated and there is no central marketplace for currency exchange. Supply is determined by a computer code, not by a central bank, and prices have been extremely volatile. Certain crypto asset exchanges have been closed due to fraud, failure or security breaches. Any of the Company’s crypto assets that reside on an exchange that shuts down may be lost. Several factors may affect the price of crypto assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of crypto assets, and the use of crypto assets as a form of payment. There is no assurance that crypto assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of crypto asset payments by mainstream retail merchants and commercial businesses will continue to grow.
As crypto assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the crypto asset industry. To the extent future regulatory actions or policies limit the ability to exchange crypto assets or utilize them for payments, the demand for crypto assets could be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert crypto assets into fiat currency (e.g., U.S. dollars) or use crypto assets to pay for goods and services. Such regulatory actions or policies could result in a reduction of demand, and in turn, a decline in the underlying crypto asset unit prices.
| 6 |
The effect of any future regulatory change on crypto assets in general is impossible to predict, but such change could be substantial and adverse to the Company and the value of the Company’s investments in crypto assets.
Crypto assets are not insured or protected under the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Company (“SIPC”). Accordingly, with respect to its Bitcoin investment, the Company does not enjoy the protections of other assets covered by the FDIC or SIPC.
2. Summary of Significant Accounting Policies
Except as described below, the accounting policies of the Company are set forth in Note 2 to the consolidated financial statements contained in the Form 10-K, and the accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies therein.
The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities. Certain outstanding warrants are considered participating securities because they are entitled to receive dividends or other distributions to the same extent as holders of Common Stock. The pre-funded warrants associated with certain private placement transactions are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price. In periods of net loss, the net loss attributable to common stockholders is not allocated to the warrant holders as the warrant holders do not have a contractual obligation to share in losses.
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Basic net income per share is calculated as net income available to common shareholders after the allocation of undistributed earnings to the participating securities by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of Common Stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. In periods of net loss, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. Diluted net income per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. These potentially dilutive shares are then included in the weighted-average number of shares outstanding for the period to the extent they are not anti-dilutive.
Modification of Equity Classified Warrants
A change in the terms or conditions of a warrant is accounted for as a modification. For a warrant modification accounted for under Accounting Standards Codification (“ASC”) 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant over and the fair value of the original warrant immediately before its terms are modified, with each measured on the modification date. The accounting for any incremental fair value of the modified warrants over the original warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to an equity offering, the incremental change in fair value of the warrants is accounted for as an equity issuance cost. When a modification is directly attributable to a debt financing, the incremental change in fair value of the warrants is accounted for as a debt discount or debt issuance cost. For all other modifications, the incremental change in fair value is recognized as a deemed dividend.
Debt Modifications and Extinguishments
The Company evaluates all modifications to its debt obligations in accordance with ASC 470-60, Debt-Troubled Debt Restructurings by Debtors (“ASC 470-60”). A modification is a troubled debt restructuring (“TDR”) if both (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. In determining if a company is experiencing financial difficulties for a TDR, as contemplated by the applicable standard, several factors are considered including whether the Company is currently in payment default on any debt, if there is a high probability of future default without modification, bankruptcy considerations, or if there is substantial doubt about the Company’s ability to continue as a going concern. A lender is granting a concession when the effective borrowing rate on the restructured debt is less than the effective borrowing rate on the original debt. If a debt restructuring involves a transfer of assets or the issuance of an equity interest in full satisfaction of a debt obligation, a concession is granted if the debt’s carrying amount exceeds the fair value of such assets or equity interests.
| 7 |
The recognition and measurement of the impact of a TDR on the condensed consolidated financial statements depends on whether the fair value of consideration transferred or future undiscounted cash flows specified by the new terms are greater (gain is recorded in the condensed consolidated statements of operations for the difference) or less (no gain is recorded in the condensed consolidated statements of operations for the difference) than the carrying value of the debt.
If a TDR is determined not to have occurred, the Company evaluates the modification in accordance with ASC Topic 470-50-40 (“ASC 470-50”), which requires modification to debt instruments to be evaluated to assess whether debt modification or debt extinguishment accounting is applicable. This evaluation includes analyzing whether there are significant and consequential changes to the economic substance of the debt. If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment.
If debt extinguishment guidance applies, the Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished.
If debt modification guidance applies, no gain or loss is recorded and the effective interest rate of the debt is updated based on the carrying value of the debt and the revised future cash flows. Any previously capitalized debt issuance costs in a debt modification are amortized as interest expense over the term of the new debt instrument.
Emerging Growth Company Status
The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (1) is no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.
Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU 2023-09 on the presentation of its condensed consolidated financial statements and footnotes.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the consolidated financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on the presentation of its condensed consolidated financial statements and footnotes.
| 8 |
3. Segment Information
Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company is a healthcare software company with solutions focused on digital medical image management, exchange, and sharing. The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to digital medical image management, exchange, and sharing. The Company’s CODM, its chief executive officer (“CEO”), reviews operating results on an aggregate basis and manages the operations as a single operating segment. The CODM evaluates performance and allocates resources based on operating loss that also is reported on the statements of operations as operating loss, and cash used in operations which is reported on the statements of cash flows. Significant expenses reviewed by the CODM include those that are presented in the condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. Substantially all long-lived assets are located in the United States.
The table below provides the Company’s total revenue by geographic region based on the location of the customer (in thousands):
Schedule of Revenue by Geographic Region
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||
| Europe and Middle East | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
4. Crypto Assets Held
The Company’s crypto assets are comprised solely of Bitcoin. In accordance with ASC Topic 820, Fair Value Measurement, the Company measures the fair value of its Bitcoin based on the quoted end-of-day price on the measurement date for a single Bitcoin on an active trading platform, River.com. Management has determined that River.com, an active exchange market, represents a principal market for Bitcoin and the end-of-day quoted price is both readily available and representative of fair value (Level 1 inputs). The following table sets forth the units held, cost basis, and fair value of its investments in crypto assets, as shown on the condensed consolidated balance sheets (in thousands):
Schedule of Crypto Assets Held
| September 30, 2025 | ||||||||||||
| Units | Cost Basis | Fair Value | ||||||||||
| Crypto assets held: | ||||||||||||
| Bitcoin | $ | $ | ||||||||||
| Total | $ | $ | ||||||||||
| December 31, 2024 | ||||||||||||
| Units | Cost Basis | Fair Value | ||||||||||
| Crypto assets held: | ||||||||||||
| Bitcoin | $ | $ | ||||||||||
| Total | $ | $ | ||||||||||
| 9 |
The following table presents a reconciliation of the fair values of the Company’s investments in crypto assets for the three and nine months ended September 30, 2025 (in thousands):
Schedule of Crypto Assets Reconciliation of Fair Values
| Bitcoin | ||||
| Balance, December 31, 2024 | $ | |||
| Additions | ||||
| Dispositions | ( | ) | ||
| Unrealized loss, net | ( | ) | ||
| Balance, March 31, 2025 | $ | |||
| Additions | ||||
| Dispositions | ( | ) | ||
| Unrealized loss, net | ( | ) | ||
| Balance, June 30, 2025 | $ | |||
| Additions | ||||
| Dispositions | ( | ) | ||
| Unrealized gain, net | ||||
| Balance, September 30, 2025 | $ | |||
Additions
are the result of the Company acquiring Bitcoin with liquid assets from private placements, while dispositions are the result of sales
of Bitcoin. During the nine months ended September 30, 2025, the Company had Bitcoin dispositions of $
5. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following (in thousands):
Schedule of Accounts Payable and Accrued Expenses
| September 30, 2025 | December 31, 2024 | |||||||
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Professional fees | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Stock repurchase payable | ||||||||
| Data provider costs | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
During
the nine months ended September 30, 2025, the Company negotiated and settled certain trade payables owed by the Company with an aggregate
carrying value of $
On
July 15, 2025, the Company entered into an amended promissory note agreement with a former lender to the Company related to the $
| 10 |
6. Debt
PIPE Notes
On
June 28, 2023, Data Knights and certain investors (the “Purchasers”) entered into a Securities Purchase Agreement pursuant
to which
The Company elected the fair value option (“FVO”) of accounting for its PIPE Notes. The estimated fair value adjustment is presented as a single line item within other (income) expense, net in the accompanying condensed consolidated statements of operations under the caption change in fair value of PIPE Notes.
On
June 17, 2025 and June 18, 2025, the Purchasers agreed to convert $
As
of December 31, 2024, the fair value of the PIPE Notes was $
Loan Extensions
The Company assumed Data Knights’ liabilities, which included existing loan extensions to related parties. The loan extensions were to be either repaid in cash or, at the option of the lender, exchanged for a fixed amount of Common Stock at a price of $ per share upon the closing of a business combination or a similar event. At the closing of the Business Combination, all lenders provided notice to have their loans converted into shares upon the filing of a registration statement on Form S-1 with the SEC.
On
June 19, 2025, two related party investors agreed to convert $
On
July 11, 2025, the Company entered into an amended loan extension agreement with a former lender to the Company related to $
As
of September 30, 2025 and December 31, 2024, a balance of $
| 11 |
Shareholder Loans
Convertible
From
January 2024 to June 2024, the Company received gross proceeds of $
On
June 17, 2025, the investor provided notice to convert all $
Non-Convertible
From
April 2023 to February 2024, the Company also issued $
On
June 19, 2025, these investors agreed to convert $
The following table summarizes shareholder loans outstanding as of December 31, 2024 (in thousands):
Schedule of Shareholder Loans Outstanding
| December 31, 2024 | ||||
| Shareholder loans – non-convertible | $ | |||
| Shareholder loans – convertible | ||||
| Accrued interest | ||||
| Loans – related parties | $ | |||
| 12 |
Yorkville Note
On
June 17, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands
exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) (see Note 7). Upon entry into the SEPA,
the Company issued Yorkville a $
The Company elected the FVO of accounting for the Yorkville Note. The estimated fair value adjustment is presented as a single line item within other (income) expense, net in the accompanying condensed consolidated statements of operations under the caption change in fair value of Yorkville Note.
On
December 20, 2024, Yorkville provided notice specifying their request to convert $
On
January 23, 2025, Yorkville provided notice specifying their request to convert $
On
January 27, 2025, Yorkville provided notice specifying their request to convert $
On
May 27, 2025, Yorkville provided notice specifying their request to convert $
On
June 11, 2025, Yorkville provided notice specifying their request to convert $
The following table sets forth all conversions that have taken place with Yorkville as of September 30, 2025 (in thousands, except share amounts):
Schedule of Forth all Conversions that have taken Place with Yorkville
| Principal Converted | Shares of Common Stock Issued | |||||||
| December 20, 2024 | $ | |||||||
| January 23, 2025 | ||||||||
| January 27, 2025 | ||||||||
| May 27, 2025 | ||||||||
| June 11, 2025 | ||||||||
| Total | ||||||||
On
June 18, 2025, the Company repaid the remaining balance outstanding under the Yorkville Note for a total of $
As
of December 31, 2024, the fair value of the Yorkville Note was $
| 13 |
7. Stockholders’ Deficit
During the nine months ended September 30, 2025, the Company:
| ● | Issued shares of Common Stock through a private placement transaction with an institutional investor that closed in September 2024. These shares were unissued as of December 31, 2024, and the number of issuable shares was modified in January 2025 pursuant to the Warrant Amendment (as defined below). The modified number of shares was issued on January 21, 2025. | |
| ● | Issued
shares of Common Stock valued at $ | |
| ● | Issued
| |
| ● | Issued shares of Common Stock with a carrying amount of $ million through the conversion of shareholder loans (see Note 6). | |
| ● | Issued
shares of Common Stock valued at $ | |
| ● | Issued
shares of Common Stock with a carrying amount of $ | |
| ● | Issued
shares of Common Stock through a private placement transaction with an accredited investor that closed in June 2025. In
addition, the Company issued | |
| ● | Issued and shares of Common Stock through subscription agreements with related party investors that closed in June and August 2025, respectively (see further details below). | |
| ● | Issued shares of Common Stock from the partial exercise of pre-funded warrants issued in June 2025 (see Note 10). | |
| ● | Issued shares of Common Stock from the full exercise of pre-funded warrants issued in July 2024 (see Note 10). | |
| ● | Issued shares of Common Stock from the partial exercise of pre-funded warrants issued in September 2024 (see Note 10). |
Private Placement
On
June 19, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company agreed
to issue and sell shares of its Common Stock at a price of $ per share and pre-funded warrants exercisable for
| 14 |
Subscription Agreements – Related Parties
On
June 20, 2025, the Company entered into subscription agreements with two related party investors, pursuant to which the Company agreed
to issue and sell shares of its Common Stock at a price of $ per share. The Company received net proceeds of approximately
$
On
August 29, 2025, the Company entered into a subscription agreement with a related party investor pursuant to which the Company agreed
to issue and sell shares of its Common Stock at a price of $ per share. The Company received net proceeds of approximately
$
Settlement of Deferred Underwriter Fees
In
connection with the Business Combination, Data Knights entered into an agreement with their underwriters (“EF Hutton”) whereby
EF Hutton agreed to waive the related merger underwriting fees that were payable at closing ($
As
of December 31, 2024, the Company was obligated to pay EF Hutton the true-up of either $
On
June 5, 2025, the Company entered into an amendment to the agreement with EF Hutton whereby the Company agreed to make a one-time cash
payment of $
Amendment to September 2024 Private Placement
On
January 21, 2025, the Company entered into an amendment with an investor holding
The Company accounted for the exchange as a warrant modification. The total fair value of the September 2024 Pre-Funded Warrants and issuable shares of Common Stock prior to the modification was approximately equal to the fair value after the modification, and therefore, there was no incremental fair value related to the Warrant Amendment.
| 15 |
Standby Equity Purchase Agreement
On
June 17, 2024, the Company and Yorkville entered into the SEPA. Under the SEPA, the Company has the right to sell to Yorkville up to
$
Upon
the satisfaction of the conditions precedent in the SEPA, which include having a resale shelf for shares of Common Stock issued to Yorkville
declared effective, the Company has the right to direct Yorkville to purchase a specified number of shares of Common Stock by delivering
written notice (each an “Advance”).
Yorkville
will generally purchase shares pursuant to an Advance at a price per share equal to
The
SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 24-month anniversary
of the date of the SEPA or (ii) the date on which Yorkville shall have made payment for shares of Common Stock equal to $
As
consideration for Yorkville’s commitment to purchase the shares of Common Stock pursuant to the SEPA, the Company paid Yorkville
a $
In connection with the entry into the SEPA, on June 17, 2024, the Company entered into a registration rights agreement with Yorkville, pursuant to which the Company agreed to file with the SEC no later than August 30, 2024, a registration statement for the resale by Yorkville of the shares of Common Stock issued under the SEPA (including the commitment fee shares). The Company agreed to use commercially reasonable efforts to have such registration statement declared effective within 30 days of such filing and to maintain the effectiveness of such registration statement during the 24-month commitment period. The Company did not have the ability to request any Advances under the SEPA (nor may Yorkville convert the Yorkville Note into Common Stock) until such resale registration statement was declared effective by the SEC. The Company’s registration statement was deemed effective by the SEC on July 24, 2025.
The
SEPA was accounted for as a liability under ASC 815 as it includes an embedded put option and an embedded forward option. The put option
is recognized at inception and the forward option is recognized upon issuance of notice for the sale of Common Stock. The fair value
of the derivative liability related to the embedded put option was estimated at $
| 16 |
Schedule of Basic and Diluted Net Income (Loss) per Share
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Less: undistributed earnings attributable to participating warrant holders | ( | ) | $ | |||||||||||||
| Net income (loss) attributable to common shareholders – basic | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Reallocation of undistributed earnings attributable to participating warrant holders | $ | |||||||||||||||
| Net income (loss) attributable to common shareholders – diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Denominator: | ||||||||||||||||
| Weighted average shares of common stock outstanding – basic | ||||||||||||||||
| Net income (loss) per share attributable to common shares – basic | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Effective of dilutive securities | ||||||||||||||||
| Restricted stock units | ||||||||||||||||
| Warrants | ||||||||||||||||
| Loan extensions | ||||||||||||||||
| Dilutive potential common shares | ||||||||||||||||
| Weighted average shares of common stock outstanding – diluted | ||||||||||||||||
| Net income (loss) per share attributable to common shares – diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
For the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2024, during which the Company recorded a net loss, all potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share, and thus they are considered “anti-dilutive.” For these periods, the weighted average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share of common stock is the same.
For the nine months ended September 30, 2025, the Company reported net income. For this period, net income is allocated to the participating warrants and the Common Stock based on their participation rights. Under the two-class method, basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. In addition, the dilutive effect of restricted stock units and warrants were calculated using the treasury stock method, whereby all such awards were assumed to be exercised at the beginning of the period. The hypothetical proceeds from such exercises, including the average unrecognized stock compensation expense for restricted stock units, were assumed to be used to purchase outstanding Common Stock at the average price during the period. The net share impact of dilutive securities was added to the weighted average basic common shares outstanding to calculate weighted average diluted shares outstanding.
| 17 |
The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share for the periods indicated because including them would have had an anti-dilutive effect:
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Options to purchase Common Stock | ||||||||||||||||
| Restricted stock units | ||||||||||||||||
| Warrants for Common Stock | ||||||||||||||||
| Convertible debt | ||||||||||||||||
| Deferred underwriter fees | ||||||||||||||||
| Loan extensions | ||||||||||||||||
| Total common stock equivalents | ||||||||||||||||
Schedule of Stock-based Compensation Expense
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||
10. Stock Warrants
The Company has the following warrants outstanding for the periods presented:
Schedule of Warrants Outstanding
September 30, 2025 | December 31, 2024 | |||||||
| As of | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Liability Classified Warrants | ||||||||
| Business Combination Warrants | ||||||||
| PIPE Warrants | ||||||||
| Subtotal | ||||||||
| Equity Classified Warrants | ||||||||
| Public Warrants | ||||||||
| Private Placement Warrants | ||||||||
| Helena Termination Warrants | ||||||||
| Subtotal | ||||||||
| Grand Total | ||||||||
| Warrants outstanding | ||||||||
As
disclosed in Note 7, the Company entered into the Warrant Amendment in January 2025, which resulted in the number of Private Placement
Warrants increasing by
On
August 21, 2025, the Company issued
| 18 |
On
August 22, 2025, the Company issued
11. Fair Value Measurements
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands):
Schedule of Assets and Liabilities Measured at Fair Value
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| September 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in crypto assets – Bitcoin | $ | $ | $ | $ | ||||||||||||
| Total assets, at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Business Combination Warrants | $ | $ | $ | $ | ||||||||||||
| PIPE Warrants | ||||||||||||||||
| SEPA derivative liability | ||||||||||||||||
| Total liabilities, at fair value | $ | $ | $ | $ | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in crypto assets – Bitcoin | $ | $ | $ | $ | ||||||||||||
| Total assets, at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Business Combination Warrants | $ | $ | $ | $ | ||||||||||||
| PIPE Warrants | ||||||||||||||||
| PIPE Notes | ||||||||||||||||
| Yorkville Note | ||||||||||||||||
| SEPA derivative liability | ||||||||||||||||
| Total liabilities, at fair value | $ | $ | $ | $ | ||||||||||||
Business Combination Warrants and PIPE Warrants
The following table presents the changes in the Business Combination Warrants and PIPE Warrants measured at fair value during the nine months ended September 30, 2025 (in thousands):
Schedule of Warrants and Notes Measured at Fair Value
Business Combination Warrants | PIPE Warrants | |||||||
| Balance, December 31, 2024 | $ | $ | ||||||
| Conversions into Common Stock | ||||||||
| Cash repayment | ||||||||
| Changes in fair value | ||||||||
| Balance, September 30, 2025 | $ | $ | ||||||
| 19 |
The Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at September 30, 2025 using the Black-Scholes option-pricing model with the following assumptions:
Schedule of Fair Value Assumptions and Valuation
| PIPE | Business Combination | |||||||
| As of September 30, 2025 | ||||||||
| PIPE | Business Combination | |||||||
| Warrants | Warrants | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Weighted average risk-free rate | % | % | ||||||
| Expected dividend yield | ||||||||
| Warrants measurement input | ||||||||
| Expected term (in years) | ||||||||
The Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at December 31, 2024 using the Black-Scholes option-pricing model with the following assumptions:
| PIPE | Business Combination | |||||||
| As of December 31, 2024 | ||||||||
| PIPE | Business Combination | |||||||
| Warrants | Warrants | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Weighted average risk-free rate | % | % | ||||||
| Expected dividend yield | ||||||||
| Warrants measurement input | ||||||||
| Expected term (in years) | ||||||||
PIPE Notes and Yorkville Note
The following table presents the changes in the PIPE Notes and Yorkville Note measured at fair value during the nine months ended September 30, 2025 (in thousands):
| PIPE Notes | Yorkville Note | |||||||
| Balance, December 31, 2024 | $ | $ | ||||||
| Conversions into Common Stock | ( | ) | ( | ) | ||||
| Cash repayment | ( | ) | ||||||
| Changes in fair value | ( | ) | ( | ) | ||||
| Balance, September 30, 2025 | $ | $ | ||||||
The estimated fair values of the PIPE Notes and Yorkville Note are determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied discount rate. The discount rate was held constant over the valuation periods given the fact pattern associated with the Company and the stage of development.
SEPA Derivative Liability
The following table presents the changes in the SEPA derivative liability measured at fair value during the nine months ended September 30, 2025 (in thousands):
| Yorkville SEPA | ||||
| Balance, December 31, 2024 | $ | |||
| Changes in fair value | ( | ) | ||
| Balance, September 30, 2025 | $ | |||
| 20 |
September 30, 2025 | December 31, 2024 | |||||||
| As of | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Expected draws (in thousands) | $ | $ | ||||||
| Starting stock price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
| Derivative liability | % | % | ||||||
12. Related Party Transactions
PIPE Notes and Warrants
Data
Knights issued and sold PIPE Notes in connection with the Business Combination, which were convertible into shares of Common Stock. Total
proceeds raised from the PIPE Notes were $
In
connection with the issuance of the PIPE Notes, the Company also issued a total of
Shareholder Loans
As
described in Note 6, the Company received gross proceeds of $
Loan Extensions
As described in Note 6, the Company assumed Data Knights’ liabilities, which included existing loan extensions to related parties. In June 2025, two related party investors agreed to convert their outstanding balances under the loan extension agreements into an aggregate of shares of Common Stock. See Note 6 for further details.
Subscription Agreements
As
described in Note 7, the Company issued shares of Common Stock in exchange for gross proceeds of $
13. Commitments and Contingencies
Lease Agreement
The
Company has a month-to-month lease for a suite at a cost of $
Litigation
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recognized, if and when it is probable that a liability has been incurred and the amount can be reasonably estimated.
On November 6, 2025, ARC Group Limited and ARC Opportunity Fund Limited (together, “ARC”) filed a complaint against the Company and certain officers of the Company in the District Court of Minnesota, Fourth Judicial District (the “ARC complaint”). The ARC complaint alleges that the Company has breached certain contracts that the Company entered into with ARC before the closing of the Business Combination, including certain financial advisory contracts entered into by the Company at the direction of the sponsor of the Business Combination (the “sponsor”; the Company notes that the sponsor is an affiliate of ARC). Specifically, the ARC complaint asserts that the Company breached these contracts by issuing certain shares of Common Stock to ARC contemporaneously with the closing of the Business Combination and improperly cancelling those shares after the Business Combination as well as by failing to pay ARC certain cash amounts when due. The ARC complaint seeks an order of specific performance requiring the Company to reinstate the cancelled shares of Common Stock or, in the alternative, compensatory damages for such cancellation as well as payment of the other purported amounts due. The ARC complaint also asserts tort claims arising out of the Company’s actions and seeks compensatory damages (plus prejudgment interest) and punitive damages in connection with such claims but does not specify an amount of damages.
The
Company notes that no shares of Common Stock were actually issued to ARC prior to or contemporaneously with the closing of the Business
Combination and that, as of September 30, 2025 and as previously disclosed on its Form 10-K for the fiscal year ended December 31, 2024,
the Company has recorded a forward contract to issue shares of its Common Stock to ARC for success fees earned in connection
with the Business Combination. As of September 30, 2025 and December 31, 2024, the Company has recorded aggregate cash liabilities payable
to ARC equal to $
The Company was not subject to any other material legal proceedings during the nine months ended September 30, 2025 and 2024.
14. Subsequent Events
The Company has evaluated subsequent events occurring through November 14, 2025, the date the condensed consolidated financial statements were issued, for events requiring recording or disclosure in the Company’s condensed consolidated financial statements.
During
October 2025, the Company sold shares of its Common Stock to Yorkville pursuant to advance notices delivered under the SEPA at
prices between $ and $ per share. The Company received gross proceeds of approximately $
During
October 2025, the Company issued shares of Common Stock in connection with the full exercise of the Helena Termination Warrants
at an exercise price of $ per share. The Company received gross proceeds of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis are intended to help you understand our business, financial condition, results of operations, liquidity, and capital resources. You should read this discussion in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Report and in the Form 10-K.
In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading “Cautionary Note Regarding Forward Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, risks and uncertainties, including those set forth under “Risk Factors” included elsewhere (or incorporated by reference) in this Report and in the Form 10-K. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “OneMedNet”, “we”, “us”, “our,” and “the Company” are intended to mean the business and operations of OneMedNet Corporation and its consolidated subsidiary following the completion of the business combination on November 7, 2023 involving OneMedNet Solutions Corporation (formerly named OneMedNet Corporation) (“Legacy ONMD”), with Legacy ONMD surviving as a wholly owned subsidiary of Data Knights Acquisition Corp. (“Data Knights”) (the “Business Combination”).
Company Overview
We provide innovative solutions that unlock the significant value contained within the clinical image archives of healthcare providers. Employing our OneMedNet iRWD™ solution, which securely de-identifies, searches, and curates a data archive locally, bringing a wealth of internal and third-party research opportunities to providers. By leveraging our extensive federated provider network, together with our technology and in-house clinical expertise, OneMedNet is positioned to meet the most rigorous Real World Data life science requirements.
Key Components of Consolidated Statements of Operations
Revenue
The Company generates revenue from two streams: (1) iRWD, which provides regulatory grade imaging and clinical data in the pharmaceutical, device manufacturing, contract research organizations, and AI markets and (2) BEAM, which is a medical imaging exchange platform between hospital/healthcare systems, imaging centers, physicians and patients. iRWD is sold on a fixed fee basis based on the number of data units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer. BEAM revenue is subscription-based revenue that is recognized ratably over the subscription period committed to by the customer. The Company invoices its BEAM customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer issues a cancellation notice.
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The Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority and imposed on and concurrent with a specific revenue-producing transaction. The transaction price for the products is the invoiced amount. Advanced billings from contracts are deferred and recognized as revenue when earned. Deferred revenue consists of payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. The Company receives payments from customers based upon contractual billing schedules. Accounts receivable is recorded when the right to consideration becomes unconditional. Payment terms on invoiced amounts typically range from zero to 90 days, with typical terms of 30 days.
Cost of Revenue
Our cost of revenue is composed of our distinct performance obligations of hosting, labor, and data cost.
General and Administrative
General and administrative functions include finance, legal, operations, human resources, and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, and depreciation expense.
Research and Development
Costs incurred in the research and development of our products are expensed as incurred. Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as hosting expense.
Sales and Marketing
Our sales and marketing costs consist of labor and tradeshow costs.
Interest Expense
Interest expense consists of interest incurred on our outstanding debt facilities, including loans with related parties, deferred underwriter fees and insurance premiums paid in exchange for a note payable.
Other (Income) Expenses, Net
Other (income) expenses, net, primarily includes the change in fair value of PIPE Notes and change in fair value of Yorkville Note (as defined below) for which we have elected the fair value option of accounting. Convertible notes payable, which include the Yorkville Note and PIPE Notes issued to related parties, including accrued interest and contingently issuable warrants, contain embedded derivatives, including settlement of the contingent conversion features, which require bifurcation and separate accounting. Accordingly, we have elected to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These debt instruments were initially recorded at fair value as liabilities and are subsequently re-measured at fair value on our condensed consolidated balance sheet at the end of each reporting period and at settlement, as applicable. Other income or expenses, net, also includes changes in fair value of warrants which are treated as liability instruments measured at fair value for accounting purposes, initially recorded at fair value and subsequently re-measured to fair value on our condensed consolidated balance sheets at the end of each reporting period. The changes in the fair value of these debt and liability instruments are recorded in changes in fair value, included as a component of other (income) expenses, net, in the condensed consolidated statements of operations.
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.
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Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
The following table sets forth our condensed consolidated statements of operations data for the periods presented:
Three Months Ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenue | ||||||||||||||||
| Subscription revenue | $ | - | $ | 102 | $ | (102 | ) | -100 | % | |||||||
| Web imaging revenue | 177 | 40 | 137 | 343 | % | |||||||||||
| Total revenue | 177 | 142 | 35 | -25 | % | |||||||||||
| Cost of revenue | 399 | 226 | 173 | 77 | % | |||||||||||
| Gross margin | (222 | ) | (84 | ) | (138 | ) | 164 | % | ||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | 1,386 | 1,814 | (428 | ) | -24 | % | ||||||||||
| Sales and marketing | 304 | 140 | 164 | 117 | % | |||||||||||
| Research and development | 323 | 298 | 25 | 8 | % | |||||||||||
| Total operating expenses | 2,013 | 2,252 | (239 | ) | -11 | % | ||||||||||
| Loss from operations | (2,235 | ) | (2,336 | ) | 101 | -4 | % | |||||||||
| Other (income) expense, net | ||||||||||||||||
| Interest expense | 6 | 36 | (30 | ) | -83 | % | ||||||||||
| Change in fair value of warrants | 20 | 6 | 14 | 233 | % | |||||||||||
| Change in fair value of PIPE Notes | - | (77 | ) | 77 | -100 | % | ||||||||||
| Change in fair value of Yorkville Note | - | (262 | ) | 262 | -100 | % | ||||||||||
| Change in fair value of crypto assets – Bitcoin | (55 | ) | 124 | (179 | ) | -144 | % | |||||||||
| Realized (gain) loss on sale of crypto assets – Bitcoin | (54 | ) | 51 | (105 | ) | -206 | % | |||||||||
| Change in fair value of derivative liability | 402 | (160 | ) | 562 | -351 | % | ||||||||||
| Gain on troubled debt restructurings | (1,862 | ) | - | (1,862 | ) | N/A | ||||||||||
| Loss on extinguishment of debt | 41 | - | 41 | N/A | ||||||||||||
| Stock warrant expense | - | - | - | N/A | ||||||||||||
| Other expense (income) | 8 | 4 | 4 | 100 | % | |||||||||||
| Total other income, net | (1,494 | ) | (278 | ) | (1,216 | ) | -651 | % | ||||||||
| Net loss | $ | (741 | ) | $ | (2,058 | ) | $ | 1,317 | 647 | % | ||||||
Revenue
Three Months Ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Subscription revenue (Beam) | $ | - | $ | 102 | $ | (102 | ) | -100 | % | |||||||
| Web imaging revenue (Real-World Data) | 177 | 40 | 137 | 343 | % | |||||||||||
| Total | $ | 177 | $ | 142 | $ | 35 | 25 | % | ||||||||
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the three months ended September 30, 2025, overall revenue increased by 25% compared to the prior year period. The 100% decrease in subscription revenue was due to the decommissioning of the BEAM platform on May 31, 2025, resulting in no revenue during the three months ended September 30, 2025, as compared to $0.1 million for the three months ended September 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 September 30, 2025, as compared to the three months September 30, 2024.
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Cost of Revenue
Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cost of revenue | 399 | 226 | ||||||
| % of revenue | 225 | % | 159 | % | ||||
For the three months ended September 30, 2025, our cost of revenue as a percentage of revenue increased by 66% 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, resulting in no subscription revenue for the three months ended September 30, 2025. The increase is also driven by higher iRWD data and personnel costs to support iRWD sales growth.
General and Administrative
Our general and administrative expenses decreased $0.4 million, or 24%, to $1.4 million for the three months ended September 30, 2025, from $1.8 million for the three months ended September 30, 2024. The decrease is primarily due to a $0.4 million decrease in professional fees, which is attributable to higher accounting and audit fees that were required to file our Form 10-K during the three months ended September 30, 2024.
Sales and Marketing
Our sales and marketing expenses increased $0.2 million, or 117%, to $0.3 million for the three months ended September 30, 2025, from $0.1 million for the three months ended September 30, 2024. The increase is primarily due to an increase in personnel costs of $0.2 million which is driven by increased headcount to support iRWD sales growth.
Research and Development
Research and development expenses for the three months ended September 30, 2025, were generally consistent with research and development expenses for the three months ended September 30, 2024.
Interest Expense
Our interest expense decreased $30 thousand, or 83%, to $6 thousand for the three months ended September 30, 2025, from $36 thousand during the three months ended September 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 not outstanding during the three months ended September 30, 2025.
Change in Fair Value of Warrants
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 September 30, 2025 was mainly due to the resulting fluctuations in the market price of shares of our Common Stock.
Change in Fair Value of PIPE Notes
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 was mainly due to the resulting fluctuations in the market price of shares of our Common Stock. In June 2025, all outstanding principal and accrued interest got converted into shares of our Common Stock. As such, there was no balance outstanding during the three months ended September 30, 2025 and, therefore, no mark-to-market adjustment was required.
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Change in Fair Value of Yorkville Note
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. In June 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, there was no balance outstanding during the three months ended September 30, 2025, and, therefore, no mark-to-market adjustment was required.
Change in Fair Value of Crypto Assets – Bitcoin
In July 2024, we began strategically investing in Bitcoin as part of our treasury strategy. The change in fair value of crypto assets – Bitcoin reflects the movement in the market price of Bitcoin.
Realized (Gain) Loss on Sale of Crypto Assets – Bitcoin
The realized (gain) loss on sale of crypto assets – Bitcoin reflects the change in the market price of Bitcoin upon sale compared to its purchase price.
Change in Fair Value of Derivative Liability
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.
During the three months ended September 30, 2025, we had reasonable expectations of making draws on the SEPA facility to fund operations as needed based on our cash position at the end of the period. As such, the change in fair value of $0.4 million is driven by expected draws on the facility during the remaining commitment period.
During the three months ended September 30, 2024, we received gross cash proceeds of $6.3 million in connection with private placements with institutional investors. As such, we did not 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 $(0.2) million during the three months ended September 30, 2024.
Gain on Troubled Debt Restructurings
Gain on troubled debt restructuring during the three months ended September 30, 2025 was due to settlement agreements with two vendors related to $1.9 million of outstanding balances payable, which we agreed to settle for an aggregate reduced fee of $50 thousand. As such, we recorded a gain on troubled debt restructuring of $1.9 million. During the three months ended September 30, 2024, we did not have any such settlements.
Loss on Extinguishment of Debt
Loss on extinguishment of debt during the three months ended September 30, 2025 relates to an amended promissory note agreement with a former lender to the Company with a $0.3 million stock repurchase commitment outstanding. The loss of $46 thousand represents the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. During the three months ended September 30, 2024, we did not have any debt extinguishments.
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Comparison of the Nine Months Ended September 30, 2025 and 2024
The following table sets forth our condensed consolidated statements of operations data for the periods presented:
Nine Months Ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenue | ||||||||||||||||
| Subscription revenue | $ | 105 | $ | 443 | $ | (338 | ) | -76 | % | |||||||
| Web imaging revenue | 363 | 174 | 189 | 109 | % | |||||||||||
| Total revenue | 468 | 617 | (149 | ) | -24 | % | ||||||||||
| Cost of revenue | 1,136 | 872 | 264 | 30 | % | |||||||||||
| Gross margin | (668 | ) | (255 | ) | (413 | ) | 162 | % | ||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | 3,999 | 4,884 | (885 | ) | -18 | % | ||||||||||
| Sales and marketing | 846 | 623 | 223 | 36 | % | |||||||||||
| Research and development | 1,072 | 1,127 | (55 | ) | -5 | % | ||||||||||
| Total operating expenses | 5,917 | 6,634 | (717 | ) | -11 | % | ||||||||||
| Loss from operations | (6,585 | ) | (6,889 | ) | 304 | -4 | % | |||||||||
| Other (income) expense, net | ||||||||||||||||
| Interest expense | 59 | 120 | (61 | ) | -51 | % | ||||||||||
| Change in fair value of warrants | 23 | 5 | 18 | 360 | % | |||||||||||
| Change in fair value of PIPE Notes | (1,221 | ) | (44 | ) | (1,177 | ) | 2675 | % | ||||||||
| Change in fair value of Yorkville Note | (64 | ) | 561 | (625 | ) | -111 | % | |||||||||
| Change in fair value of crypto assets – Bitcoin | 782 | 124 | 658 | 531 | % | |||||||||||
| Realized (gain) loss on sale of crypto assets – Bitcoin | (899 | ) | 51 | (950 | ) | -1863 | % | |||||||||
| Change in fair value of derivative liability | (32 | ) | - | (32 | ) | N/A | ||||||||||
| Gain on troubled debt restructurings | (5,569 | ) | - | (5,569 | ) | N/A | ||||||||||
| Loss on extinguishment of debt | 41 | - | 41 | N/A | ||||||||||||
| Stock warrant expense | - | 33 | (33 | ) | -100 | % | ||||||||||
| Other (income) expense | (44 | ) | 17 | (61 | ) | -359 | % | |||||||||
| Total other (income) expense, net | (6,924 | ) | 867 | (7,791 | ) | -899 | % | |||||||||
| Net income (loss) | $ | 339 | $ | (7,756 | ) | $ | 8,095 | -104 | % | |||||||
Revenue
Nine Months Ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Subscription revenue (Beam) | $ | 105 | $ | 443 | $ | (338 | ) | -76 | % | |||||||
| Web imaging revenue (Real-World Data) | 363 | 174 | 189 | 109 | % | |||||||||||
| Total | $ | 468 | $ | 617 | $ | (149 | ) | -24 | % | |||||||
Our revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the nine months ended September 30, 2025, overall revenue decreased by 24% compared to the prior year period. 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 $0.3 million decrease for the nine months ended September 30, 2025, as compared to the nine months ended September 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 nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.
Cost of Revenue
Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cost of revenue | 1,136 | 872 | ||||||
| % of revenue | 243 | % | 141 | % | ||||
For the nine months ended September 30, 2025, our cost of revenue as a percentage of revenue increased by 101% 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 iRWD sales growth.
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General and Administrative
Our general and administrative expenses decreased $0.9 million, or 18%, to $4.0 million for the nine months ended September 30, 2025, from $4.9 million for the nine months ended September 30, 2024. The decrease is primarily due to a decrease in professional fees of $0.4 million and a decrease resulting from a one-time commitment fee of $0.5 million paid to Yorkville for the SEPA. The decrease in professional fees is attributable to higher accounting and audit fees required to file our amended Form 10-K for fiscal years 2023 and 2022, which was not applicable for the nine months ended September 30, 2025.
Sales and Marketing
Our sales and marketing expense increased $0.2 million, or 36%, to $0.8 million for the nine months ended September 30, 2025, from $0.6 million for the nine months ended September 30, 2024. The increase is primarily due to an increase in personnel costs of $0.4 million which is driven by increased headcount to support iRWD sales growth, partially offset by a decrease of $0.1 million in consulting expenses as we bring more sales and marketing resources in-house.
Research and Development
Research and development expenses for the nine months ended September 30, 2025, were generally consistent with research and development expenses for the nine months ended September 30, 2024.
Interest Expense
Our interest expense decreased $61 thousand, or 51%, to $59 thousand for the nine months ended September 30, 2025, from $120 thousand during the nine months ended September 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 not outstanding during the nine months ended September 30, 2025.
Change in Fair Value of Warrants
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 nine months ended September 30, 2025, compared to the prior period, was mainly due to the resulting fluctuations in the market price of shares of our Common Stock.
Change in Fair Value of PIPE Notes
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 nine months ended September 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 nine months ended September 30, 2025 represents the final mark-to-market adjustment prior to conversion of the PIPE Notes.
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Change in Fair Value of Yorkville Note
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 nine months ended September 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 nine months ended September 30, 2025 represents the final mark-to-market adjustments prior to maturity of the Yorkville Note.
Change in Fair Value of Crypto Assets – Bitcoin
In July 2024, we began strategically investing in Bitcoin as part of our treasury strategy. The change in fair value of crypto assets – Bitcoin reflects the movement in the market price of Bitcoin.
Realized (Gain) Loss on Sale of Crypto Assets – Bitcoin
The realized (gain) loss on sale of crypto assets – Bitcoin reflects the increase or decrease in the market price of Bitcoin upon sale compared to its purchase price.
Change in Fair Value of Derivative Liability
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.
During the nine months ended September 30, 2025, we had reasonable expectations of making draws on the SEPA facility to fund operations as needed based on our cash position at the end of the period. The change in fair value was mainly due to the resulting fluctuations in the market price of shares of our Common Stock.
During the nine months ended September 30, 2024, we received gross cash proceeds of $6.3 million in connection with private placements with institutional investors. As such, we did not expect to draw on the SEPA and the liability was ascribed a fair value of $0 leading to no change in fair value during the three months ended September 30, 2024.
Gain on Troubled Debt Restructurings
Gain on troubled debt restructuring during the nine months ended September 30, 2025 was primarily driven by our settlement of deferred underwriter fees which resulted in a gain of $2.8 million (see Note 7) and restructured trade payables with five separate vendors leading to an additional gain of $2.8 million (see Note 5). During the nine months ended September 30, 2024, we did not restructure any of our debt or trade payables.
Loss on Extinguishment of Debt
Loss on extinguishment of debt during the nine months ended September 30, 2025 relates to an amended promissory note agreement with a former lender to the Company with a $0.3 million stock repurchase commitment outstanding. The loss of $46 thousand represents the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. During the nine months ended September 30, 2024, we did not have any debt extinguishments.
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Liquidity and Capital Resources
As of September 30, 2025, our principal sources of liquidity were proceeds from related party investors, private placement transactions, investments in Bitcoin and cash received from customers.
The following table shows net cash and cash equivalents used in operating activities, net cash and cash equivalents used in investing activities, and net cash and cash equivalents provided by financing activities during the periods presented:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in) | ||||||||
| Operating activities | $ | (5,790 | ) | $ | (4,956 | ) | ||
| Investing activities | 2,358 | (2,347 | ) | |||||
| Financing activities | 3,409 | 9,190 | ||||||
Operating Activities
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 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.
During the nine months ended September 30, 2025, we used $5.8 million of cash in operating activities, primarily resulting from non-cash charges of $6.3 million, offset by cash provided by changes in our operating assets and liabilities of $0.1 million and our net income of $0.4 million.
During the nine months ended September 30, 2024, we used $5.0 million of cash in operating activities, primarily resulting from our net loss of $7.8 million, offset by non-cash charges of $1.3 million and cash provided by changes in our operating assets and liabilities of $1.5 million.
Investing Activities
Our investing activities have consisted primarily of property and equipment purchases and Bitcoin purchases and sales.
During the nine months ended September 30, 2025, net cash provided by investing activities was $2.4 million, which primarily consisted of Bitcoin activity comprised of $4.8 million in sales, offset by $2.4 million of purchases.
During the nine months ended September 30, 2024, net cash used in investing activities was $2.3 million, which primarily consisted of Bitcoin activity comprised of $2.8 million in purchases, offset by $0.5 million in sales.
Financing Activities
During the nine months ended September 30, 2025, net cash provided by financing activities was $3.4 million, which consisted of $2.5 million and $1.7 million of proceeds from a private placement and related party investments, respectively, offset by $0.8 million of repayments on outstanding debt facilities.
During the nine months ended September 30, 2024, net cash provided by financing activities was $9.2 million, which primarily consisted of $6.3 million of proceeds from private placements, $1.8 million of net proceeds from shareholder loans and $1.4 million of net proceeds under the Yorkville Note, partially offset by $0.2 million of payments for deferred underwriter fees and common stock repurchase.
Contractual Obligations and Commitments and Going Concern Outlook
Currently, management does not believe that our cash and cash equivalents is sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support the expansion of our infrastructure and workforce, interest expense and minimum contractual obligations. Management intends to raise cash for operations through debt and equity offerings. As a result of the Company’s recurring loss from operations and the need for additional financing to fund its operating and capital requirements there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.
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Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the cost of any future acquisitions of technology or businesses. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all.
The following table summarizes our material cash requirements as of September 30, 2025:
| Payments due in: | ||||||||||||
| Total | Less than 1 year | 1-3 years | ||||||||||
| Accounts payable & accrued expenses | $ | 3,847 | $ | 3,847 | $ | - | ||||||
| Loan extensions | 388 | 388 | - | |||||||||
| $ | 4,235 | $ | 4,235 | $ | - | |||||||
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements which have been prepared in accordance with GAAP. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results of operations and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.
For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K, the notes to our audited financial statements appearing in the Form 10-K, and the notes to the financial statements appearing elsewhere in this Report. Except as described in this Report, there have been no material changes to these critical accounting policies and estimates through September 30, 2025 from those discussed in the Form 10-K.
Recently Issued and Adopted Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our condensed consolidated financial statements included elsewhere in this Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act), as of September 30, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2025, our disclosure controls and procedures were ineffective because of material weaknesses in our internal controls over financial reporting which were not designed properly to ensure proper identification of non-routine transactions and ensure appropriate segregation of duties.
Material Weaknesses
Management is aware of material weaknesses in the Company’s internal control related to user access/segregation of duties, lack of a formalized control environment and oversight of controls over financial reporting, errors in accounting for non-routine transactions, and lack of record keeping. Due to the limited transactional volume currently experienced, combined with our financial limitations, we do not currently have an expanded accounting department that would allow us to better segregate duties. Over time, as we continue to grow and add accounting staff, we expect to continue to enhance our internal control structure, including appropriate segregation of duties. Management has begun taking remediation steps to address the material weakness, including the hiring of a full-time controller in July 2025 and adding additional review procedures over our financial records. This remediation is an ongoing process and there can be no assurance that it will effectively address the material weakness.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no other changes in our internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
For information regarding litigation, see Part I – Item 1. Condensed Consolidated Financial Statements, Note 13 - Commitments and Contingencies.
Item 1A. Risk Factors.
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in the “Risk Factors” in the Form 10-K and our other public filings, which could materially affect our business, financial condition or future results. There have been no material changes from risk factors previously disclosed in “Risk Factors” in the Form 10-K and our other public filings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company entered into a subscription agreement, dated August 29, 2025, with Dr. Thomas Kosasa, a director of the Company, pursuant to which the Company agreed to issue and sell 581,395 shares of its Common Stock to Dr. Kosasa at a price of $0.86 per share. The Company received net proceeds of approximately $0.5 million from the related party subscription agreement, after deducting an immaterial amount of offering expenses. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended.
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Except as set forth above, during the three months ended September 30, 2025, we did not have issuances of unregistered securities not previously included in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the three months ended September 30, 2025, no director or officer of the Company
Item 6. Exhibits.
The following documents are included as exhibits to this Report:
* Filed herewith.
# The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Report and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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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, thereunto duly authorized, on November 14, 2025.
| OneMedNet Corporation | ||
| By: | /s/ Robert Golden | |
| Robert Golden | ||
Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) | ||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aaron Green, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OneMedNet Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2025 | By: | /s/ Aaron Green |
| Aaron Green | ||
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Golden, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OneMedNet Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2025 | By: | /s/ Robert Golden |
| Robert Golden | ||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OneMedNet Corporation (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Aaron Green, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 14, 2025 | By: | /s/ Aaron Green |
| Aaron Green | ||
Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OneMedNet Corporation (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Robert Golden, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 14, 2025 | By: | /s/ Robert Golden |
| Robert Golden | ||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |