What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-04-15 · 157 added, 138 removed, 202 unchanged (59% of the section changed)

21 unchanged sentences

to “OneMedNet Corporation”.

total consideration for the Business Combination and related transactions (the “Merger Consideration”) was approximately

$200 million.

In connection with the meeting of stockholders of Data Knights to approve the Business Combination (the “Special

Meeting”), certain public holders (the “Redeeming Stockholders”) holding 1,600,741 shares of Common Stock exercised

their right to redeem such shares for a pro rata portion of the funds held by Continental Stock Transfer & Trust Company, as trustee

(“Continental”) in the trust account established in connection with Data Knights’ initial public offering (the “Trust

Effective November 7, 2023, Data Knights’ common stock, warrants and units ceased trading, and effective November

8, 2023, our Common Stock began trading on the Nasdaq Global Market under the symbol “ONMD” and the Public Warrants began

trading on the Nasdaq Global Market under the symbol “ONMDW.”

total consideration for the Business Combination and related transactions was approximately $200 million.

In connection with the meeting

of stockholders of Data Knights to approve the Business Combination (the “Special Meeting”), certain public holders (the

“Redeeming Stockholders”) holding 1,600,741 shares of Common Stock exercised their right to redeem such shares for a pro

rata portion of the funds held by Continental Stock Transfer & Trust Company, as trustee (“Continental”) in the trust

account established in connection with Data Knights’ initial public offering (the “Trust Account”).

Effective November

7, 2023, Data Knights’ common stock, warrants and units ceased trading, and effective November 8, 2023, our Common Stock began

trading on the Nasdaq Global Market under the symbol “ONMD” and the Public Warrants began trading on the Nasdaq Global Market

under the symbol “ONMDW.”

a result of the Business Combination, holders of Data Knights common stock automatically received common stock of OneMedNet, and holders

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issues a cancellation notice.

The BEAM platform was decommissioned in May 2025 and no revenue was generated from this platform thereafter.

Company excludes from revenue taxes collected from a customer that are assessed by a governmental authority and imposed on and concurrent

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cost of revenue is composed of our distinct performance obligations of hosting, labor, and data cost.

and Administrative

and Administrative Expenses

and administrative functions include finance, legal, operations, human resources, and information technology support.

2 unchanged sentences

for external legal, accounting, and other consulting services, and depreciation expense.

and Development

and Development Expenses

incurred in the research and development of our products are expensed as incurred.

1 unchanged sentence

contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as hosting

and Marketing

and Marketing Expenses

sales and marketing costs consist of labor and tradeshow costs.

expense consists of interest incurred on our outstanding debt facilities, including loans with related parties, deferred underwriter

fees, insurance premiums paid in exchange for a note payable, and our line of credit.

(Income) Expenses, Net

(income) expenses, net, primarily includes the changes in fair value of convertible debt, 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 convertible promissory notes 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

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 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 consolidated balance sheets at the end of each reporting

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 consolidated statements of operations.

the Closing of the Business Combination, convertible promissory notes were converted into Common Stock immediately prior to the Closing

and were no longer outstanding as of the Closing Date.

(income) expenses, net, also includes change in fair value of our Bitcoin holdings, as well as foreign exchange and tax expenses related

to the Company’s operations and revenue outside of the United States.

expense consists of interest incurred on our debt facilities, including loans with related parties, deferred underwriter fees, insurance

premiums loans, loan extensions, stock repurchase loan and our line of credit.

in Fair Value of Warrants

have outstanding warrants that were issued at the closing of the Business Combination, which are accounted for as liabilities at fair

These warrants are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period

and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations.

in Fair Value of Convertible Notes

have elected the fair value option of accounting for the PIPE Notes issued in the Business Combination and the Yorkville Note (as defined

below) issued with the SEPA.

These instruments contained embedded derivatives that would require bifurcation and separate accounting;

therefore, we made the election to measure the entire contingently convertible debt instruments, including accrued interest, at fair

These instruments are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period

and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations.

The PIPE Notes

and Yorkville Note were both settled in 2025 and were no longer outstanding at the end of the reporting period.

in Fair Value of Crypto Assets – Bitcoin

have adopted a Bitcoin strategy on the balance sheets as a forward-looking approach to corporate treasury management that incorporates

digital currencies.

Our Bitcoin holdings are held at fair value on the consolidated balance sheets and are re-measured at the end of

each reporting period based on the quoted end-of-day price provided by a reputable and liquid exchange.

Gain on Sale of Crypto Assets – Bitcoin

part of our Bitcoin strategy, we routinely sell quantities held as part of our corporate treasury strategy to fund operations as needed.

We recognize a realized gain upon sale when the price of Bitcoin is higher than its initial purchase price.

in Fair Value of SEPA Derivative Liabilities

entered into a SEPA arrangement with Yorkville during 2024 that gave us the right, but not the obligation, to require Yorkville to purchase

shares over a two-year commitment period, subject to volume limits.

The put option is recognized at inception and the forward option

is recognized upon issuance of notice for the sale of the Company’s Common Stock.

The liabilities are subsequently re-measured

at fair value on our consolidated balance sheets at the end of each reporting period, with changes in fair value recognized in the consolidated

statements of operations.

on Troubled Debt Restructurings

settled our deferred underwriter fees payable and certain trade payables during 2025.

These transactions were accounted for as troubled

debt restructurings because there were concessions granted to us and due to substantial doubt regarding our ability to continue as a

going concern.

The gain represents the difference between the net carrying values and consideration transferred at the time of these

on Extinguishment of Debt

restructured a note payable to a former lender of the Company related to common shares that we repurchased in 2024.

The amendment was

accounted for as an extinguishment of debt because the change in cash flows before and after the amendment were substantially different.

As a result, a loss was recorded representing the difference between the net carrying amount of the original note and the reacquisition

price of the amended note.

expense primarily includes foreign exchange losses related to our operations and revenue outside of the United States.

For the year ended

December 31, 2024, other expense also includes the fair value of the warrants issued to terminate the Helena SPA.

of Operations

following tables set forth our consolidated statements of operations data for the periods presented:

For the year ended December 31,

Year Ended December 31,

Subscription revenue

Web imaging revenue

Data delivery revenue

Total revenue

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Interest expense

Stock warrant 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 convertible notes

Change in fair value of crypto assets – Bitcoin

Realized gain on sale of crypto assets – Bitcoin

Change in fair value of derivative liability

Change in fair value of convertible promissory notes

Change in fair value of SEPA derivative liabilities

Gain on troubled debt restructurings

Loss on debt extinguishment

Other expense

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Loss before income taxes

Income tax (benefit) expense

For the year ended December 31,

Income tax expense

Year Ended December 31,

Subscription revenue (BEAM)

Web imaging revenue (Real-World Data)

revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD).

For the year ended December

31, 2024, overall revenue decreased by 37%.

The primary driver for the decrease in subscription revenue was the planned discontinuation

of the BEAM platform in 2025.

As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our

customers leading to a $0.5 million decrease for the year ended December 31, 2024, as compared to the prior year.

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

year ended December 31, 2024, as compared to the prior year.

For the year ended December 31,

Data delivery revenue (Real-World Data)

revenue was $1.4 million for the year ended December 31, 2025, compared to $0.6 million for the year ended December 31, 2024, an increase

of $0.8 million, or 111%.

The increase was primarily due to a $1.0 million increase in data delivery revenue (iRWD), which is partially

offset by lower subscription revenue (BEAM) as a direct result of decommissioning this platform in May 2025.

The increase in data delivery

revenue is a result of our strategic transition to a unified real-world data platform, which led to significant growth in our customer

base and thus a higher volume of data deliveries during the year ended December 31, 2025.

Year Ended December 31,

Cost of revenue

decrease in cost of revenue of $0.2 million was primarily attributable to a decrease of $0.1 million in software and hosting costs due

to the planned shutdown of our BEAM platform and a decrease of $0.2 million in personnel costs driven by decreased headcount.

These decreases

are partially offset by an increase of $0.1 million in iRWD data charges as we shift our focus to the iRWD service line.

and Administrative

and administrative expenses were $7.0 million for the year ended December 31, 2024, compared to $3.5 million for the year ended

December 31, 2023.

The increase in total general and administrative expenses of $3.5 million was primarily due to an increase of

$2.2 million in accounting, audit and tax related services, an increase of $0.8 million in legal fees, an increase of $0.4 million

in insurance premiums and an increase of $0.1 million in other general and administrative expenses, each of which is attributable to enhanced public company reporting obligations and regulatory requirements

after the Business Combination closed in the fourth quarter of 2023.

and Marketing

and marketing expenses were $0.8 million for the year ended December 31, 2024, compared to $1.1 million for year ended December 31, 2023.

The decrease in total sales and marketing expenses of $0.3 million in 2024 was primarily due to a decrease of $0.3 million in personnel

costs driven by decreased headcount.

and development

and development expenses were $1.5 million for the year ended December 31, 2024, compared to $2.1 million for year ended December 31,

The decrease in total research and development expenses of $0.6 million in 2024 was primarily due to a decrease of $0.4 million

in stock based compensation expense and a decrease of $0.2 million in third-party contractor costs.

the year ended December 31, 2024, interest expense was primarily comprised of interest expense on loans made by related parties (Management

and Directors) and interest expense on the remaining $0.4 million of deferred underwriter fees that are payable in cash.

of $0.1 million in 2024 is primarily due to receiving additional loans from related parties, as well as interest on deferred underwriter

fees which did not accrue interest in 2023.

During the year ended December 31, 2023, interest expense was only comprised of interest

expense on loans made by related parties.

of revenue was $1.9 million for the year ended December 31, 2025 compared to $0.9 million for the year ended December 31, 2024, an increase

of $0.9 million, or 102%.

The increase of $0.8 million was primarily due to an increase in data and curation charges to support the increase

in data delivery revenue generated by our iRWD platform.

and Administrative Expenses

and administrative expenses were $6.4 million for the year ended December 31, 2025, compared to $7.0 million for the year ended December

31, 2024, a decrease of $0.7 million, or 9%.

The decrease of $0.7 million was primarily due to a decrease of $1.4 million in professional

fees, which is driven by higher accounting and audit fees that were required to file our Form 10-K during the year ended December 31,

This is partially offset by an increase of $0.6 million in salary and related personnel costs, driven by share-based compensation

expense as we made a significant number of RSU grants during the year ended December 31, 2025, and an increase of $0.1 million in other

miscellaneous office expenses.

and Marketing Expenses

and marketing expenses were $1.3 million for the year ended December 31, 2025, compared to $0.8 million for the year ended December 31,

2024, an increase of $0.5 million, or 53%.

The increase of $0.5 million was primarily due to an increase of $0.6 million in salary and

related personnel costs, which is driven by increased headcount to support iRWD sales growth.

and Development Expenses

and development expenses for the year ended December 31, 2025, were generally consistent with research and development expenses for the

year ended December 31, 2024.

expense was $67 thousand for the year ended December 31, 2025, compared to $147 thousand for the year ended December 31, 2024, a decrease

of $80 thousand, or 54%.

The decrease of $80 thousand was primarily due to us settling our related party loans and deferred underwriter

fees during the year ended December 31, 2025.

in Fair Value of Warrants

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 change in fair value is mainly due to the resulting fluctuations

in the market price of shares of Common Stock .

in Fair Value of PIPE Notes

the closing of the Business Combination in 2023, we issued PIPE Notes (as defined below) 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 Common

in Fair Value of Yorkville Note

June 2024, we issued the Yorkville Note (as defined below) 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 Common Stock .

change in fair value of warrants is composed of the re-measurement adjustment for our liability-classified warrants that were issued

in connection with the Business Combination.

The change is mainly due to the resulting fluctuations in the market price of shares of

Common Stock .

in Fair Value of Convertible Notes

change in fair value of convertible notes is composed of the re-measurement adjustment for the PIPE Notes and Yorkville Note (each, as

defined below) which are carried at fair value.

The change is mainly due to the resulting fluctuations in the market price of shares

of Common Stock .

Both instruments were converted or repaid during the year ended December 31, 2025, and were no longer outstanding

at the end of the reporting period.

in Fair Value of Crypto Assets – Bitcoin

change in fair value of crypto assets – Bitcoin during the year ended December 31, 2024 reflects the increase in the price of

Bitcoin, which we began strategically investing in using excess cash from our private placement transactions.

During the year ended

December 31, 2023, we did not have any Bitcoin holdings.

change in fair value of crypto assets – Bitcoin during the years ended December 31, 2025 and 2024 reflects the change in the price

Gain on Sale of Crypto Assets – Bitcoin

realized gain on sale of crypto assets – Bitcoin during the year ended December 31, 2024 reflects the increase in the price of

Bitcoin upon sale compared to its purchase price.

During the year ended December 31, 2023, we did not have any Bitcoin holdings.

in Fair Value of Derivative Liability

change in fair value of derivative liability during the year ended December 31, 2024 represents the issuance date fair value and 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 year ended December 31,

2023, we did not have the SEPA arrangement.

in Fair Value of Convertible Promissory Notes

was no change in fair value of our Convertible Promissory Notes (as defined below) in 2024 because all previously outstanding principal

and accrued interest was converted into shares of Common Stock at the closing of the Business Combination.

As a result, no obligation

remained on our Convertible Promissory Notes immediately after the Business Combination.

The change in fair value in 2023 was due to

the resulting fluctuations in the market price of shares of Common Stock .

Warrant Expense

warrant expense of $0.04 million during the year ended December 31, 2024 was due to the issuance of the Helena Termination Warrants (as

defined below) in December 2024 in connection with the Company’s termination of the Helena SPA (as defined below) .

warrant expense of $9.2 million during the year ended December 31, 2023 was due to the issuance of the Convertible Note Warrants (as

defined below) during 2023 in connection with the issuance of the Convertible Promissory Notes.

In connection with the closing of the

Business Combination, all Convertible Note Warrants were cashless exercised into shares of Legacy ONMD common stock and exchanged based

on the appropriate conversion ratio for the Common Stock less an exercise price of $1.00.

realized gain on sale of crypto assets – Bitcoin during the years ended December 31, 2025 and 2024 reflects the increase in the

price of Bitcoin upon sale compared to its purchase price.

in Fair Value of SEPA Derivative Liabilities

change in fair value of SEPA derivative liabilities 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.

The gain for the year ended December 31, 2025 is

a result of us delivering advance notices under the SEPA leading to less availability at the end of the reporting period.

year ended December 31, 2024, we did not make any draws on the SEPA facility.

on Troubled Debt Restructurings

on troubled debt restructurings during the year ended December 31, 2025 was primarily driven by our settlement of deferred underwriter

fees which resulted in a gain of $2.8 million (See Note 8, Stockholders’ Deficit to the accompanying consolidated financial

statements included elsewhere in this Annual Report) and restructured trade payables with five separate vendors leading to an additional

gain of $2.8 million (See Note 5, Accounts Payable and Accrued Expenses to the accompanying consolidated financial statements

included elsewhere in this Annual Report).

During the year ended December 31, 2024, we did not restructure any of our debt or trade payables.

on Extinguishment of Debt

on extinguishment of debt during the year ended December 31, 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 year ended December 31, 2024, we

did not have any debt extinguishments.

expense was $16 thousand for the year ended December 31, 2025, compared to $60 thousand for the year ended December 31, 2024, a decrease

of $44 thousand, or 73%.

The decrease of $44 thousand was primarily due to $35 thousand of stock warrant expense incurred to terminate

the Helena SPA during the year ended December 31, 2024, with the remaining decrease attributable to lower foreign exchange losses from

our operations and revenue outside of the United States.

and Capital Resources

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and net cash and cash equivalents provided by financing activities during the periods presented:

For the year ended December 31,

Year Ended December 31,

Net cash provided by (used in)

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the year ended December 31, 2025, we used $7.5 million of cash in operating activities, primarily resulting from our net loss of $2.8

million, offset by non-cash charges of $1.6 million and cash provided by changes in our operating assets and liabilities of $1.5 million.

million and non-cash charges of $4.8 million, offset by changes in our operating assets and liabilities of $0.1 million.

the year ended December 31, 2024, we used $7.0 million of cash in operating activities, primarily resulting from our net loss of $10.1

1 unchanged sentence

investing activities have consisted primarily of property and equipment purchases and Bitcoin purchases and sales.

the year ended December 31, 2024, net cash used in investing activities was $2.0 million, consisting of $1.9 million in net purchases

of Bitcoin and $0.1 million of purchases of property and equipment.

the year ended December 31, 2023, net cash used in investing activities was $44 thousand, consisting of purchases of property and equipment.

the year ended December 31, 2025, net cash provided by investing activities was $2.3 million, primarily consisting of proceeds from Bitcoin

sales of $5.1 million, offset by Bitcoin purchases of $2.8 million.

the year ended December 31, 2024, net cash used in investing activities was $2.0 million, consisting of $2.9 million of Bitcoin purchases,

offset by $1.0 million of Bitcoin sales and $0.1 million of property and equipment purchases.

the year ended December 31, 2025, net cash provided by financing activities was $5.6 million, consisting of $2.5 million in net proceeds

from the private placement in June 2025, $1.7 million in net proceeds from related party subscription agreements, $2.5 million in net

proceeds from the Yorkville SEPA, partially offset by $0.5 million paid to settle deferred underwriter fees, $0.3 million in repayment

of the Yorkville Note and $0.4 million in repayments of other outstanding loans.

the year ended December 31, 2024, net cash provided by financing activities was $9.1 million, consisting of $6.3 million in net proceeds

from the private placements in July and September 2024, $1.8 million in net proceeds from shareholder loans, $1.4 million in net proceeds

1 unchanged sentence

underwriter fees.

the year ended December 31, 2023, net cash provided by financing activities was $4.6 million, consisting of $4.2 million in proceeds

from convertible notes, $1.5 million in proceeds from PIPE Notes, and $0.5 million in proceeds from shareholder loans, partially offset

by $1.5 million in Business Combination costs paid.

Obligations and Commitments and Going Concern Outlook

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Accounts payable & accrued expenses

Loan extensions

Deferred underwriter fee payable

Loan - related party

Yorkville Note

Loans payable

Accounting Policies and Estimates

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provides access to the programs evenly over the course of the subscription period.

Imaging Revenue

imaging revenues are generated from the Company’s data broker (iRWD) product, which provides regulatory grade imaging and clinical

Delivery Revenue

delivery revenues are generated from the Company’s data broker (iRWD) product, which provides regulatory grade imaging and clinical

data in the pharmaceutical, device manufacturing, clinical research organizations, and artificial intelligence markets.

Web imaging customers

are invoiced in installments as the related data is delivered.

Revenue from the sale of web imaging products is recognized at a point in time

using an output measure of progress, which is based on the number of data units delivered relative to the total data units committed

Data delivery

customers are invoiced in installments as the related data is delivered.

Revenue from the sale of iRWD products is recognized at a point

in time using an output measure of progress, which is based on the number of data units delivered relative to the total data units committed

by the customer.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis