What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-04-15 · 83 added, 827 removed, 98 unchanged (90% of the section changed)

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 the end of the period covered

by this Annual Report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December

31, 2024, 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

Management’s Report on Internal Control Over

Financial Reporting

Our management

is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange Act Rules

13a-15(f) and 15d-15(f)).

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted

an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Controls - Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework

in Internal Control - Integrated Framework, our management concluded that our internal controls over financial reporting were not effective

as of December 31, 2024 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.

Specifically, as disclosed elsewhere in this Annual Report, we completed

the Business Combination on November 7, 2023.

Prior to the Business Combination Data Knights, our predecessor, was a special purpose

acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization

or similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable

or comprehensive enough as of the assessment date, because Data Knights’ operations prior to the Business Combination were insignificant

compared to those of the consolidated entity post-Business Combination.

As a result, 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.

During September 2024, changes were made to accounting

personnel to enhance our financial reporting structure, which we expect to alleviate reporting pressures, including reporting of non-routine

transactions.

In addition, the new personnel has focused on creating central filing repositories to manage accounting records and other

company documents.

As a “non-accelerated filer”, we are not required to provide

an attestation report of our registered public accounting firm on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

No change in our internal control

over financial reporting occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures

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 the end of the period covered by this Annual Report.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that as of December 31, 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.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange

Act Rules 13a-15(f) and 15d-15(f)).

Under the supervision of and with the participation of our management, including our CEO and CFO,

we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal

Controls - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation

under the framework in Internal Control - Integrated Framework, our management concluded that our internal controls over financial reporting

were not effective as of December 31, 2025 because of material weaknesses in our internal controls over financial reporting which were

not designed properly to ensure appropriate segregation of duties and proper revenue recognition.

Specifically,

as disclosed elsewhere in this Annual Report, we completed the Business Combination on November 7, 2023.

Prior to the Business Combination

Data Knights, our predecessor, was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, recapitalization or similar business combination with one or more businesses.

previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because Data Knights’

operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

As a result, 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 and errors in revenue recognition.

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.

During September 2024, changes

were made to accounting personnel to enhance our financial reporting structure, which we expect to alleviate reporting pressures, including

reporting of non-routine transactions.

In addition, the new personnel has focused on creating central filing repositories to manage accounting

records and other company documents.

During July 2025, we engaged a full-time controller and added additional review procedures over

our financial records.

a “non-accelerated filer”, we are not required to provide an attestation report of our registered public accounting firm

on the effectiveness of our internal control over financial reporting.

in Internal Control Over Financial Reporting

change in our internal control over financial reporting occurred during the quarter ended December 31, 2025 that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended

December 31, 2024, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

the three months ended December 31, 2025, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers And Corporate Governance

Information concerning our executive

officers and members of our Board of Directors (our “Board”) is set forth below.

Title/Position

Director Since

Chief Executive Officer, President and Director

Robert Golden

Chief Financial Officer, Corporate Secretary and Director

November 2023

Founder, Chief Medical Officer, Vice President, Chairman of the Board of Directors

November 2023

Kenneth Alleyne

Eric Casaburi

November 2023

Sherry Coonse McCraw

Thomas Kosasa

November 2023

Andrew Zeinfeld

Executive Officers

Aaron Green is a healthcare

IT business transformation leader with more than 20 years of leadership experience in healthcare management, sales, strategic planning,

M&A, product development, customer support and services operations.

Green has served as OneMedNet’s Chief Executive Officer

and a Director since March 2024 and President since May 2023.

Prior to joining OneMedNet, Mr.

Green served in a variety of healthcare

technology roles including most recently at Optum, a United Health Group company (NYSE:

UHG), a leading healthcare technology company,

as Vice President Cloud Solutions.

At Optum, Mr.

Green was responsible for developing and attaining the P&L, Bookings, Revenue and

EBIDTA targets of its Cloud Solution lines.

Before Optum, Mr.

Green worked nearly six years, from March 2017 to May 2023, with Change

Health Care, most recently as Vice President Cloud Solutions from March 2021 to May 2023.

Previously, Mr.

Green worked for more than 15

years with McKesson growing to Division Vice President, Sales where he led an organization of 50+ executives, salespersons and staff,

across the US, Canada, and the US government territories.

He holds a Bachelor of Science in Biochemistry from the University of Victoria,

British Columbia, a Systems Analyst Diploma from Royal Roads University, British Columbia, and a Business Administration and Management

certificate from the Wharton School.

We believe Mr.

Green is well-qualified to serve as a member of our Board of Directors due to his

experience as a public company executive and healthcare IT leader.

Robert Golden is an accomplished

Certified Public Accountant (“CPA”) with more than 30 years of experience.

Golden served as OneMedNet’s Chief Financial

Officer on an interim basis from August 2024 until his permanent appointment as Chief Financial Officer in January 2025, as Corporate

Secretary since September 2024 and as a member of the Board since November 2023.

Golden also serves as the Managing Partner of Cohen,

Bender & Golden LLP, where he provides consulting, accounting and tax services to middle market businesses and owners since September

Prior to that, from January 2013 to August 2015, Mr.

Golden worked at Fenton & Ross Accountancy Corporation and, from September

2004 to December 2012, at Saffer & Flint Accountancy Corporation.

From December 1989 to June 2004, Mr.

Golden was at Good Swartz Brown

& Berns LLP (now CohnReznick) (“GSBB”), where he served as a partner from 1994 onwards.

Golden performed administrative

duties, including overseeing the company’s merger negotiations in 2000 and performed financial statement audits, reviews and income

tax planning for middle market businesses and owners.

While at GSBB and continuing today, Mr.

Golden consults with his business clients

to assist their entrepreneurial owners to better understand the financial performance of their businesses and to help them improve operational

efficiencies and profitability by acting as their outside CFO.

Bob also assists with structuring and negotiating financing, compensation

planning, investment opportunity review, as well as merger and acquisition activities and works with wealthy families acting in a CFO-type

role for their family office activities.

After leaving GSBB in 2004, in addition to continuing to provide consulting services to middle-market

companies, Bob was the owner and CEO of several companies in the construction and engineering field, coffee and baked goods industries

and also syndicated commercial real estate acquisitions.

From September 1984 to December

Golden was a CPA at Ernst & Young in Los Angeles.

Apart from his experience as a CPA, Mr.

Golden is currently the Chief

Financial Officer of Promo Shop, Inc.

& Subsidiaries, a specialty advertising promotional products multi-office distributor based

in Los Angeles.

Golden establishes the company’s annual budget among other duties and has been in this role since January 2008.

Golden is also currently the Chief Financial Officer at iKahan Media, Inc., an out of home media company specializing in digital and

traditional billboards and advertisement, where he has served since September 2014.

Golden is a member of the Board of Directors of

Talon International, Inc.

TALN), the world’s oldest and largest zipper manufacturer.

Golden received

his Bachelor of Science degree in Business Administration from the University of Southern California.

Golden also holds a Certified

Public Accountant certification from the California Board of Accountancy, is an Investment Advisor Representative with the SEC and is

a Licensed Engineering Contractor with the California Contractors State License Board.

We believe Mr.

Golden is well-qualified to serve

as a member of our Board of Directors due to his extensive experience as a Certified Public Accountant at numerous firms as well as his

experience as an executive officer at multiple companies.

Jeffrey Yu serves

as the Chief Medical Officer, Vice President and Chairman of the Board of Directors of OneMedNet, roles he has held since 2023.

of what would become Legacy OneMedNet was founded in 2015 by Dr.

Yu, who applies his 28 years of sophisticated healthcare IT experience

to the Company every day.

Yu is a board-certified Radiologist and is also fellowship-trained and board-certified in Nuclear Medicine.

In 2006, he was part of a small group that recognized there was a need to develop electronic sharing technology to help imaging specialists

move patient imaging studies quickly, securely, and cost-effectively.

Yu’s early research and development led to the BEAM solution

which helped improve care and outcomes for stroke and trauma patients.

In 2015, he started the concept of what would become Legacy ONMD

to commercialize the BEAM product.

Since that time, Dr.

Yu has remained an integral part of the strategic decision-making within OneMedNet.

Yu received his B.S.

Berkeley and his M.D.

at Wake Forest University, conducted MRI research at Stanford University, and completed

his Radiology residency and Nuclear Medicine fellowship at the Mallinckrodt Institute at Washington University.

We believe Dr.

Yu is well-qualified

to serve as a member of our Board of Directors due to his extensive healthcare IT experience.

The background information of

Aaron Green, Robert Golden, and Dr.

Jeffrey Yu is set forth under “Executive Officers” above.

Our Board consists of nine directors

divided into three classes, designated as Class I, Class II, and Class III.

In accordance with our Amended and Restated Bylaws (our “Bylaws”)

and Third Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), the directors are divided

as evenly as possible into the three classes.

The classes of directors serve for staggered three-year terms, with their current terms

ending at the Annual Meeting of Stockholders in the following years:

Class I directors – 2027;

Class II directors – 2025;

and Class III directors – 2026.

Kenneth Alleyne is

a board-certified orthopedic surgeon specializing in sports medicine, practicing in both Connecticut and Manhattan.

He serves as an attending

surgeon at multiple hospital systems and has held faculty positions both domestically and internationally.

Since 2011, Dr.

been the managing partner of HartHaven Partners, a healthcare consulting firm that supports private equity and venture capital firms.

He is also a co-founder of NextLevel Health Partners, a Medicaid-managed care organization in the Midwest, and Zing Healthcare, a technology-driven

Medicare Advantage health plan launched in 2020.

Recognizing the challenges of population health and social determinants of health, Dr.

Alleyne became a seed investor and, from January 2010 to June 2012, served as founding chief medical officer of VirtualHealth a leading

population health management platform that oversees more than 10 million lives.

He is also the co-founder and CEO of Fizio Health, an

AI-powered computer vision technology for remote physical therapy, where he has served since 2022.

Additionally, he serves as a team physician

and consultant for various local, national, and international athletic organizations.

Committed to community service, Dr.

Alleyne is the

former chair of the Connecticut Health Foundation and sits on the boards of the University of Connecticut Health Center , the Louis Armstrong

Educational Foundation in New York, and Student Achievement Through Opportunity, an organization dedicated to providing academic and arts

enrichment for low-income students.

Since 2019, he has also served on the board of Connecticut Public Television and Radio.

Alleyne is a graduate of

Williams College and completed his medical training at Wake Forest University.

He pursued his residency at Howard University Hospital

and later completed a fellowship in sports medicine, knee and shoulder surgery at Yale University, as well as a fellowship in tissue engineering

at the Harvard-MIT Division of Health Sciences and Technology.

We believe Dr.

Alleyne is well-qualified to serve as a member of our Board

of Directors due to his extensive healthcare experiences and senior leadership positions, including with emerging companies.

Eric Casaburi is an experienced

entrepreneur and chief executive officer with a successfully demonstrated history of explosive growth in the franchising, health and wellness,

food services, and real estate industries including founding and leading RetroFitness from a start-up single-gym business to a $150 million

per year in sales operation while expanding its national footprint.

Casaburi has founded and held positions as chief executive officer

for multiple franchise brands, each having successful exits with impressive returns for investors and private equity partners.

Casaburi has served as founder and Chief Executive Officer of Serotonin Enterprises LLC, a cutting-edge Anti-Aging Health Optimization

Franchise that offers a vast service menu covering all aspects of optimal health, appearance and performance.

Serotonin Centers have been

featured in the Franchise Times as the first franchise of its kind in the United States.

Since 2019, Mr.

Casaburi has served as the Chair

of TIGER 21 Orlando, a group of men and women who have achieved both success and significance in their lives that helps members build

the skill set to successfully transition from focused entrepreneurs to disciplined managers of wealth.

Since 2020, Mr.

founded and operated Longevity Brands and since 2016, Mr.

Casaburi founded and owns CEVD Holdings, a commercial real estate investment

and management company.

Casaburi developed all sales, operations, and marketing systems for both the RetroFitness fitness centers

and the franchise and designed and implemented a diversified reoccurring revenue model to improve business health and value.

also founded and served as the Chief Executive Officer of Lets YO!

Yogurt from 2012-2015, a self-serve yogurt and treats restaurant popularized

through social media savvy, in which he franchised the business model and opened 24 restaurants in the first year and led to a successful

exit to an industry private equity firm.

We believe Mr.

Casaburi is well-qualified to serve as a member of our Board of Directors due

to his experience successfully founding and growing companies.

Jair Clarke is the Chairman’s

Executive Advisor and board advisor of World Wide Technology ($20B company) and the CEO/Chief AI Officer of Laigic, an A.I.

and tech advisory

firm of C-level Fortune 15 consultants and physicians, where he has served since November 2023.

From August 2020 until July 2023, Mr.

Clarke served as the Global Chief Technology Officer of Commercial Systems at Microsoft Corporation, where he was responsible for commercial

systems, artificial intelligence, and products across all industries for Customers and Partner Solutions.

Within this organization, Mr.

Clarke was responsible for all technology and processes at scale to empower customers, partners, sellers.

From 2014 through 2020, Mr.

was responsible for Disney’s big data, digital analytics, and strategy technologies supporting the Chief Commercial Officer to influence

traditional/non-traditional monetization, products, and experiences such as mobile apps, wearable devices, and e-commerce.

was a leader for IBM’s Watson, held a U.S.

Top Secret SCI Full Scope Polygraph security clearance, oversaw all technical capabilities

for the United States counter-narcotics command partnering with various government agencies (e.g.

CIA, FBI), increased business revenue

by 800% within 2 years, and consistently doubled annual revenue.

He’s had global P&L responsibility and held roles as the executive

champion of diversity and inclusion.

From 2007 to 2014, Mr.

Clarke was an IT & Business Development Executive at IBM.

Clarke consistently expanded his technology responsibilities at Lockheed Martin.

Jair has served as a member of the board of

directors of the publicly traded company Xponential Fitness (NYSE:

XPOF) since July 2022.

Clarke holds a B.B.A.

degree in computer

information systems from the University of Miami.

We believe Mr.

Clarke is well-qualified to serve as a member of our Board of Directors

due to his experience in technology, business and operations roles concentrated in product management, digital transformation, digital

marketing, cybersecurity, data science, emerging technology, business architecture, customer experiences and worldwide innovation.

Sherry Coonse McCraw has

30 years of leadership experience in engineering, finance, project management, and manufacturing at BMW Manufacturing Co., LLC (“BMW”).

McCraw has served as a Senior Manager responsible as Chief Financial Officer, Vice President of Assembly Manufacturing, and currently

holds the role of Vice President of Human Resources.

McCraw began her career with

BMW in 1993 with responsibilities for the facility’s Testing and Finish operation.

Over the next eight years, she played a key role

in various aspects of assembly production, planning, engineering, and technology steering.

McCraw served as the project manager

in Munich, Germany to manage the structural planning for the second-generation BMW X5.

In 2004, she returned to Spartanburg, South Carolina

as the Planning Manager of Assembly and Technology Steering.

McCraw managed the plant’s 1.2 million square foot expansion

of its second assembly hall in preparation to produce the BMW X3.

In 2011, she was selected to lead BMW’s largest single investment

of $900 million to expand the plant for the fifth time in BMW’s history.

McCraw was named Chief Financial Officer and

Vice President Finance of BMW.

From March 2018 to April 2022, she was appointed to lead both production halls in her role as Vice President

of Assembly Manufacturing.

Since April 2022, Ms.

McCraw has served as the Vice President of Human Resources at BMW.

McCraw currently

serves on the Board of Directors for the North Carolina Textile Foundation.

She has a Bachelor of Science in Textile Engineering from

North Carolina State University.

We believe Ms.

McCraw is well-qualified to serve as a member of our Board of Directors due to her senior

leadership experience in financial roles at a large company.

Thomas Kosasa is a

renowned Ob/Gyn/Fertility specialist at the Pacific In Vitro Fertilization Institute and serves on the Board of Trustees of Pan Pacific

Surgical and as a professor of reproductive endocrinology at the University of Hawaii, John A.

Burns School of Medicine.

a consultant for Maternal and Reproductive Health for the Food and Drug Administration and a past member for the Hawaii State Board of

Medical Examiners and the Food and Drug Administration.

Kosasa is a retired Major in the United States Army and was the Chief of Gyn-Surgical

Service and the Director of the Infertility Division at Martin Army Hospital in Fort Benning, Georgia.

Kosasa graduated from Dartmouth

College and earned his medical degree at the McGill University School of Medicine.

He completed his residency in obstetrics and gynecology

and fellowship in reproductive endocrinology at Harvard Medical School in the Boston Hospital for Women and completed a Reproductive Endocrinology

Fellowship at the Peter Bent Brigham Hospital, Harvard Medical School.

Kosasa’s professional societies include American College

of Obstetricians and Gynecologists, American Fertility Society, Board of Trustees, Pan Pacific Surgical Association, Hawaii Medical Association

and Pacific Coast Obstetrical and Gynecological Society.

We believe Dr.

Kosasa is well-qualified to serve as a member of our Board of

Directors due to his extensive experience in the medical field.

Andrew Zeinfeld has over

30 years of public and private sector senior management experience across a variety of industries, including retail, online, telecom,

distribution and real estate.

In addition to managing these various businesses, Mr.

Zeinfeld also developed strategies to drive profitable

growth both organically and through mergers and acquisitions.

Since June 2019, Mr.

has been the managing partner of several LLCs that manage his real estate developments and investment portfolio.

From November 2019 through

March 2023, Mr.

Zeinfeld served as the Chief Executive Officer of Sunstrike International Ltd., a leading distributor of second life refurbished

mobile devices and trade-in solutions within the circular economy.

From 2013 through 2018, Mr.

Zeinfeld also worked at Brightstar Corp.

(n/k/a Likewize), an end-to-end mobile device management solutions company, where he served in various roles of increasing responsibility.

We believe Mr.

Zeinfeld is well-qualified to serve as a member of our Board of Directors due to his senior management experience in both

the public and private sector.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires our executive officers, directors, and people who own more than 10% of a registered class of our equity securities to file

an initial report of ownership (on a Form 3) and reports on subsequent changes in ownership (on Forms 4 or 5) with the SEC by specified

Our executive officers, directors, and greater-than-10% stockholders are also required by SEC rules to furnish us with copies

of all Section 16(a) forms they file.

As a matter of practice, our staff is assisting our executive officers and directors in preparing

initial ownership reports and reporting ownership changes, and will file those reports on their behalf.

We are required to disclose in

this proxy statement any failure to file any of these reports on a timely basis.

Based solely on our review of the copies of the forms

filed electronically with the SEC, and on written representations from certain reporting persons, we believe that all of these requirements

were satisfied during the year ended December 31, 2024, except for the following:

Initial Statements of Beneficial Ownership of Securities on Form 3 for each of Andrew Zeinfeld (appointed effective August 14, 2024), Jair Clarke (appointed on October 1, 2024), and Sherry Coonse McCraw (appointed on October 1, 2024), in each case, upon their respective appointment to the Board;

Statements of Changes of Beneficial Ownership of Securities on Form 4:

For each of Andrew Zeinfeld, Jair Clarke, and Sherry Coonse McCraw, in each case, for initial equity award grants upon their respective appointment to the Board;

For each of Dr.

Jeffrey Yu (230,769 restricted stock units on October 1, 2024) and Robert Golden (100,000 restricted stock units on August 30, 2024), in each case, in connection with the grant of equity awards.

Code of Ethics and Business Conduct Policy

We have a written code of ethics

and business conduct policy (“code of ethics”) in place that applies to all the Company’s directors, officers and employees,

including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or

persons performing similar functions.

A copy of our code of ethics is available on our website at https://www.onemednet.com/investor-relations/.

We intend to use the Investor Relations section of our website as a method of disclosing any change to, or waiver from, our code of ethics

as permitted by applicable SEC and Nasdaq rules.

The content on our website is not incorporated by reference in the Amended Form 10-K

unless expressly noted.

Audit Committee

The Board has a

separately-designated standing Audit Committee.

The Audit Committee operates under a written charter adopted by the Board.

the Audit Committee Charter is available under Corporate Governance on the Investor Relations page of the Company’s website at

https://www.onemednet.com/investor-relations/.

The members of the Audit Committee

are Sherry Coonse McCraw, Dr.

Alleyne, Jair Clarke, and Dr.

Thomas Kosasa.

Alleyne serves as the Chair of the Audit Committee.

Board has determined that each of the directors serving on our Audit Committee is independent within the meaning of the rules of the Nasdaq

Stock Market LLC (the “Nasdaq rules”) and Rule 10A-3 under the Exchange Act and meet the requirements for financial literacy

under the Nasdaq rules.

In addition, our Board has determined that Dr.

Alleyne qualifies as an “audit committee financial expert”

within the meaning of SEC regulations and applicable Nasdaq rules.

Insider Trading Arrangements and Policies

The Company has adopted insider

trading policies and procedures governing the purchase, sale, and other dispositions of its securities by directors, officers and certain

other employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards

of The Nasdaq Stock Market.

ITEM 11.EXECUTIVE COMPENSATION

2024 Summary Compensation Table

The following table sets forth

the total compensation earned for services rendered during the years indicated by our named executive officers as of December 31, 2024.

and principal position

other compensation

and Chief Executive Officer

Robert Golden (3)

information required by this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of

Stockholders to be filed with the SEC within 120 days after December 31, 2025.

have a written code of ethics in place that applies to all our employees, including our principal executive officer and principal

financial officer.

Jeffrey Yu (4)

Founder, Chief Medical Officer, Vice President, Chairman of the Board of Directors

Paul Casey (3)

Chief Executive Officer

Lisa Embree (6)

Chief Financial Officer

Award amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 718.

The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in Note 11 to the consolidated financial statements included in Item 8 of this Annual Report.

These amounts do not necessarily reflect actual compensation earned or to be earned by our named executive officers.

Green has served as President since May 2023 and as Chief Executive Officer since March 2024.

Golden was appointed to serve as Chief Financial Officer on an interim basis on August 30, 2024 and was appointed on a permanent basis on January 1, 2025.

Amount in “All Other Compensation” represents cash paid under Mr.

Golden’s consulting agreement.

Yu was not a named executive officer in 2023.

On October 1, 2024, Mr.

Yu received a grant of 230,769 restricted stock units (“RSUs”) in lieu of $132,216 of his annual salary, with the RSUs vesting on July 1, 2025, subject to Mr.

Yu’s continuous service with the Company.

Casey retired in March 2024.

Amount in “All Other Compensation” represents severance payment in connection with Mr.

Casey’s Resignation Agreement and Release as described in further detail below.

Embree served as a consultant from January 2022 through April 15, 2022, and then as Chief Financial Officer until her resignation in August 2024.

Disclosure to Summary Compensation Table

compensation of the Company’s named executive officers is comprised of the following major elements:

(a) base salary, (b) bonuses, and (c) long-term

equity incentives, consisting primarily of restricted stock units granted under the Company’s 2022 Equity Incentive Plan.

principal elements of compensation are described below.

salary is provided as a fixed source of compensation for our named executive officers.

Adjustments to base salaries are reviewed annually

by the Compensation Committee and may be adjusted from time to time to reflect promotions or other changes in the scope of breadth of

the named executive officer’s role or responsibilities, as well as to maintain market competitiveness.

2024, the annual base salaries of Mr.

Golden and Dr.

Yu were $350,000, $144,000 and $300,000, respectively.

See “Executive

Employment Arrangements” below for additional information.

On October 1, 2024, Dr.

Yu received a grant of 230,769 restricted stock

units (“RSUs”) in lieu of $132,216 of his annual base salary, with the RSUs vesting on July 1, 2025, subject to Dr.

continuous service with the Company.

cash bonuses may be awarded based on qualitative and quantitative performance standards to reward performance of our named executive

For 2024, no bonuses were approved for our named executive officers.

Equity Incentives

made under our 2022 Equity Incentive Plan (the “2022 Plan”) provide continual motivation for our officers, employees, consultants

and directors to achieve our business and financial objectives, align their interests with the long-term interests of our stockholders,

and provide a long-term retention incentive.

2024, our named executive officers were award RSU awards with vesting terms set forth below, subject to continuous service with the Company

through each applicable vesting date.

See “Executive Employment Arrangements” below for additional information.

Employment Arrangements

Company previously entered into employment agreements with Aaron Green, Robert Golden and former executive officers, Paul Casey and Lisa

The employment agreements provide for at-will employment that may be terminated by the Company with or without cause, by the

executive with or without good reason, or mutually terminated by the parties.

The Compensation Committee also approved certain employment

compensation arrangements with Dr.

Company entered into an employment agreement with Mr.

Green on May 7, 2023, with a start date of May 23, 2025, which provides for a $350,000

annual base salary, eligibility to receive an annual cash performance bonus of up to $175,000 upon achievement of certain performance

goals, and eligibility to receive additional shares under the Company’s equity plan, subject to approval and periodic review by

In the event that his employment is terminated by the Company without Cause (as defined in the employment agreement), or

is terminated by Mr.

Green for Good Reason (as defined in the employment agreement), subject to execution of a standard release, after

the date of his termination of employment (the “Termination Date”) he will be entitled to the following severance payment,

(a) if the Termination Date is after six (6) months’ of employment, but before he has completed 12 months’ of

employment, he will receive three months’ salary;

and (b) if the Termination Date is after 12 months’ employment he will

receive six months’ salary.

January 20, 2024, Mr.

Green was awarded 600,000 RSUs, with 1/3 of the RSUs vesting on the first anniversary of the vesting start date

and the remaining RSUs vesting in equal monthly installments over the 24 months following first anniversary of the vesting start.

vesting start date for these RSUs granted to Mr.

Green was May 23, 2023.

Company entered into a consulting agreement, effective August 30, 2024, with Mr.

Golden in connection with his service as interim chief

financial officer (“CFO”), prior to his permanent appointment in January 2025.

The consulting agreement provided for a monthly

fee of $12,000 and an initial grant of 100,000 RSUs that will fully vest on the first anniversary thereafter, subject to Mr.

continuous service with the Company.

January 31, 2025, the Company appointed Mr.

Golden as CFO of the Company on a permanent basis, and in connection with his permanent appointment

as CFO, in addition the continued compensation in the employment agreement, the Company agreed that Mr.

Golden will also receive a cash

bonus of $25,000 and a grant of RSUs equal to $25,000, which will be fully vested on the grant date.

Company previously agreed with Dr.

Yu of a base salary of $300,000 for his service to the Company.

On October 1, 2024, the Compensation

Committee of the Board reaffirmed a $300,000 base salary for Dr.

Yu, and granted Dr.

Yu 230,769 RSUs in lieu of $132,216 of his annual

base salary for 2024.

These RSUs vest on July 1, 2025, subject to Dr.

Yu’s continuous service with the Company.

Executive Officers

Company entered into and employment agreement, dated March 28, 2022, with Mr.

Casey, which provided for a $144,000 annual salary, eligibility

to receive 147,000 shares of stock upon the successful fundraising of an amount equal to or greater than $5,000,000, and further equity

subject to the approval of the Board of Directors.

On March 22, 2024, Mr.

Casey notified the Company of his intention to retire as Chief

Executive Officer of the Company effective March 29, 2024.

Effective October 1, 2024, Mr.

Casey resigned from the Board of Directors

and the Compensation Committee of the Board of Directors.

In connection with Mr.

Casey’s retirement, Mr.

Casey and the Company

entered into a Resignation Agreement and Release, dated March 22, 2024, pursuant to which Mr.

Casey was paid $12,000 as a severance payment,

and the Board approved a stock option grant providing for the grant of a stock option to purchase 147,000 shares of common stock that

vested immediately on the date of board approval

employment agreement for Ms.

Embree provided for a $225,000 annual base salary, eligibility to receive an annual cash performance bonus

of twenty-five percent (25%) of her annual salary upon her achievement of certain performance goals, and eligibility to receive additional

shares under the Company’s equity plan, subject to approval by the Board of Directors.

In connection with her separation from the

Embree received one month’s salary, the continuation of all her benefits for one month, and the ability to vest one-third

of her prior equity awards (such portion equal to 86,667 shares) on the one-year anniversary of the grant date.

Outstanding Equity Awards at Fiscal Year-End

following table summarizes information regarding equity-based awards held by our named executive officers as of December 31, 2024.

Option Awards

of Securities Underlying Unexercised Options—Exercisable (#)

Number of Securities Underlying Unexercised Options—Unexercisable (#)

Option Exercise Price ($)

Option Expiration Date

Number of shares or units of stock that have not vested (#)

Market value of shares of units of stock that have not vested ($) (1)

Robert Golden

Paul Casey (5)

Lisa Embree (6)

closing price of our common stock of $1.36 on December 31, 2024, the last trading day of our fiscal year 2024, as reported by Nasdaq.

Represents RSUs that vest

with 1/3 of the RSUs vesting on the first anniversary of the vesting start date and the remaining RSUs vesting in equal monthly installments

over the 24 months following first anniversary of the vesting start date.

Represents RSUs that vest

in full on August 30, 2025.

Represents RSUs that vest

in full on July 1, 2025.

Casey retired in March

2024 and continued to serve as a member of the Board until October 1, 2024.

Casey was granted 147,000 fully vested

stock options upon his retirement and the 45,000 RSUs granted as compensation for 2024 Board service were accelerated in connection

with his separation from the Board.

The stock options were forfeited without exercise 90 days after his termination of service with

Embree resigned in

August 2024, and the Board accelerated the vesting of 86,667 RSUs, or 1/3 of the 260,000 RSUs that were scheduled to cliff vest on

January 1, 2025.

Embree forfeited the remaining 173,333 unvested RSUs.

in Control and Termination Arrangements

“ Narrative Disclosure to Summary Compensation Table-Executive Employment Arrangements ” for termination benefits for

April 2024, the Board adopted a revised director compensation policy (the “Director Compensation Policy”).

The Director Compensation

Policy provides for the annual automatic grant of 45,000 RSUs to each director for each full year of service.

The Company also reimburses

all of its directors for all reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board.

following table sets forth information concerning compensation paid or earned for services rendered to us by the members of our Board

of Directors for the fiscal year ended December 31, 2024.

Compensation paid to Aaron Green, Robert Golden and Jeffrey Yu is included

in the section entitled, “Executive Compensation” and excluded from the table below:

Fees Earned or Paid in Cash ($)

Eric Casaburi

Sherry Coonse McCraw

Thomas Kosasa

Andrew Zeinfeld

Scott Holbrook (2)

Julianne (Sun Joo) Huh (3)

Paul Casey (4)

Erkan Akyuz (4)

Award amounts

reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic 718.

The assumptions

used to calculate the aggregate grant date fair value of option awards are set forth in Note 11 to the consolidated financial statements

included in Item 8 of this Annual Report.

Holbrook retired from

the Board effective March 29, 2024.

Huh resigned from the

Board effective August 12, 2024.

Casey and Mr.

each resigned from the Board on October 1, 2024.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Authorized for Issuance Under Equity Compensation Plans

table below summarizes information relating to our equity compensation plans at December 31, 2024.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

At the Special Meeting

held on October 17, 2023, our stockholders considered and approved the OneMedNet Corporation 2022 Equity Incentive Plan and reserved for issuance thereunder an amount of shares of Common Stock equal to 10% of the number of shares of Common

Stock of the Company following the Business Combination.

The Business Combination closed on November 7, 2023.

All prior equity plans

were cancelled in connection with the closing of the Business Combination.

The 2022 Plan allows for

the issuance of options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other equity

Ownership of Certain Beneficial Owners and Management

table below sets forth certain information regarding the beneficial ownership of our Common Stock by beneficial owners of more than 5%

of our outstanding Common Stock, each current director, each named executive officer included in the Summary Compensation Table, and

all current directors and executive officers as a group, as of March 26, 2025 (unless otherwise noted below).

Percentage ownership is

based on 30,760,576 shares of Common Stock outstanding as of March 26, 2025.

have determined beneficial ownership in accordance with the rules of the SEC.

Under these rules, beneficial ownership includes any shares

as to which the individual or entity has sole or shared voting power or investment power.

In computing the number of shares beneficially

owned by an individual or entity and the percentage ownership of that person, shares subject to options, or other rights, held by such

person that are currently exercisable or convertible, or will become exercisable or convertible or will vest within 60 days of March

26, 2025, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership

of any other person.

otherwise indicated, the address of all listed stockholders is c/o OneMedNet Corporation, 6385 Old Shady Oak Road, Suite 250, Eden Prairie,

Minnesota 55344.

Except as indicated by the footnotes below, we believe that the persons and entities named in the table below have sole

voting and investment power with respect to all securities that they beneficially own, subject to applicable community property laws.

of Shares of Common Stock Beneficially Owned

Data Knights LLC

Off the Chain, LP (1)

Cowen and Company, LLC (2)

TD Securities (USA) LLC (3)

Discovery Capital Management,

Directors and Named

Executive Officers

Robert Golden

Jeffrey Yu (6)

Kenneth Alleyne

Coonse McCraw

Thomas Kosasa (7)

All Current Directors

and Executive Officers as a Group (9 people)

Former Executive Officers

Represents beneficial ownership

of less than 1%.

Based solely on a Schedule

13G filed by Off the Chain LP (“OTC”) with the SEC on October 1, 2024, reporting on beneficial ownership as of September

OTC’s address is listed on the Schedule 13G as 10337 Los Feliz Dr., Orlando, Florida 32836.

Based solely on a Schedule

13G filed by Cowen and Company, LLC (“Cowen”) with the SEC on November 12, 2024, reporting on beneficial ownership as

of September 30, 2024.

Cowen’s address is listed on the Schedule 13G as 99 Lexington Ave., New York, NY 10022.

Based solely on a Schedule

13G filed by TD Securities (USA) LLC (“TD Securities”) with the SEC on February 14, 2025, reporting on beneficial ownership

as of December 31, 2024.

TD Securities’ address is listed on the Schedule 13G as 1 Vanderbilt Ave., New York, New York 10017.

Based solely on a Schedule

13G filed by Discovery Capital Management, LLC (“Discovery”) with the SEC on August 5, 2024, reporting on beneficial

ownership as of July 25, 2024.

Discovery’s address is listed on the Schedule 13G as 20 Marshall Street, Suite 310, South Norwalk,

Connecticut 06854.

Includes 233,296 shares

issuable upon conversion of the Pre-Closing PIPE Notes and 15,956 shares underlying warrants related to the Pre-Closing PIPE and

the Warrant Agreements executed at the closing of the Business Combination.

Also includes 433,750 shares underlying vested RSUs or RSUs vesting within 60 days of March 26, 2025.

93,318 shares issuable upon conversion of the Pre-Closing PIPE Notes and 31,916 shares underlying warrants related to the

Pre-Closing PIPE and the Warrant Agreements executed at the closing of the Business Combination.

Also includes 45,000 shares

underlying vested RSUs.

Excludes an aggregate of 1,145,484 shares held by the Jeffrey N.C.

Yu Spousal Trust and the Wendy Sanderson

Yu Spousal Trust, for which Mr.

Yu is not the trustee of either trust and has no investment control over the share held in

Includes (i) 466,592 shares

issuable upon conversion of the Pre-Closing PIPE Notes, (ii) 2,123,312 shares issuable upon conversion of shareholder loans, and

(iii) 31,916 shares underlying warrants related to the Pre-Closing PIPE and the Warrant Agreements executed at the closing of the

Business Combination.

Also includes 45,000 shares underlying vested RSUs.

Casey retired from

the Company in March 2024.

Embree resigned from

the Company in August 2024.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Person Transactions

following is a description of certain transactions, arrangements and relationships in which we were a participant since January 1, 2023

and the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than

5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material

Certain equity, compensation, and other arrangements are described under “Executive Compensation” and are not considered

related person transactions for these purposes.

Notes and Warrants

disclosed in Note 3 and Note 7 to the consolidated financial statements included herein, Data Knights

issued and sold PIPE Notes in connection with the Business Combination, which are convertible into shares of Common Stock.

Total proceeds

raised from the PIPE Notes were $1.5 million, of which $1.0 million were with related party investors, including Mr.

Green (our Chief

Executive Officer), Dr.

Yu (our Chairman of the Board) and Dr.

Kosasa (a director).

In connection with the issuance of the PIPE

Notes, the Company also issued a total of 95,744 shares of PIPE Warrants, of which 63,829 shares were issued to the same related party

Refer to Note 12 to the consolidated financial statement included herein for additional details on the terms of the PIPE Warrants.

Promissory Notes and Warrants

2019 to 2023, the Company issued various Convertible Promissory Notes to related party investors.

Total gross proceeds raised from Convertible

Promissory Notes with related parties was $12.3 million (out of $14.2 million total).

In connection with the issuance of the Convertible

Promissory Notes, the Company also issued 2,976,000 shares of Convertible Promissory Note Warrants to the same related parties (out of

3,726,000 total).

Refer to Note 7 and Note 12 for additional details on the terms of the Convertible Promissory Notes and Convertible

Promissory Note Warrants, respectively.

Closing of the Business Combination triggered the conversion of all Convertible Promissory Notes into shares of Common Stock, as disclosed

in Note 3 to the consolidated financial statements included herein.

April 2023 to December 2023, the Company entered into shareholder loans with two related party investors, including Dr.

Yu (our Chairman of the Board) and Dr.

Kosasa (a director) (the “Shareholder Loans”) for aggregate gross proceeds

of $954 thousand.

The Shareholder Loans bear an interest rate of 8.0% and mature one year from issuance.

There are no financial or non-financial

covenants associated with the Shareholder Loans.

The Shareholder Loans are not convertible into equity.

November 7, 2023, in connection with the Business Combination, one of the Shareholder Loans for $0.5 million was converted into a PIPE

Note equal to the amount of principal and interest outstanding at the time of Closing.

The Company accounted for the exchange as an extinguishment

whereby the Shareholder Loan was written off and a separate PIPE Note was recorded at fair value, as disclosed in Note 7 to the consolidated

financial statement included herein.

2024, through the date of this report, the Company received gross proceeds of $2.0 million in connection with shareholder loans with

related party investors, including Dr.

Yu (our Chairman of the Board) and Dr.

Kosasa (a director) .

Of the $2.0 million, $1.6 million is convertible into shares of Common Stock at a conversion price of $0.7535 per share.

The remaining

$0.4 million is not convertible into equity and bears an interest rate of 8.0% with a maturity date one year from issuance.

subsequently repaid $0.2 million of the non-convertible shareholder loans to Dr.

Yu through the date of this report.

disclosed in Note 3 to the consolidated financial statements included herein, in connection with the Business Combination, the Company

assumed Data Knights’ liabilities, which included existing loan extensions to related parties.

The loan extensions were to be exchanged

for a fixed amount of the Company’s Common Stock upon the closing of a business combination or a similar event.

As of December

31, 2024, a balance of $3.0 million remains outstanding and is recorded as loan extensions on the Company’s consolidated balance

and Procedures for Approving Transactions with Related Persons

Audit Committee reviews and oversees all related person transactions in accordance with our Related Party Transactions Policy, either

in advance or when we become aware of a related person transaction that was not reviewed and approved in advance.

Other than as described

above, there were no related person transactions in the years ended December 31, 2023 or 2024.

The transactions described above were

approved by the Board at the time they were entered into.

rules of Nasdaq require that a majority of the Board be independent.

An “independent director” is generally defined under

applicable Nasdaq rules as a person other than an officer or employee of the Company or its subsidiaries or any other individual having

a relationship which, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying

out the responsibilities of a director.

Board is comprised of a majority of independent directors.

Our Board has determined that each of Dr.

Kenenth Alleyne, Eric Casaburi,

Jair Clarke, Sherry Coonse McCraw, Dr.

Thomas Kosasa, and Andrew Zeinfeld is an independent director under the rules of the SEC and Nasdaq

and do not have any material relationship with us other than their positions as directors and stockholders.

In making these determinations,

our Board considered past employment, remuneration, and all other relationships each of these directors have with the Company, as well

as the specific independence tests set forth in Nasdaq’s director independence rules.

As our President and Chief Executive Officer,

our Chief Financial Officer and Corporate Secretary, and our Chief Medical Officer and Vice President, respectively, none of Mr.

Golden, or Dr.

Yu is considered an independent director under SEC and Nasdaq rules.

Board also has determined that Dr.

Casaburi, Mr.

Coonse McCraw, Mr.

Kosasa and Mr.

Zeinfeld are “independent

directors” under Nasdaq listing standards and SEC rules applicable to Audit Committee members and Compensation Committee members,

as applicable.

Principal Accounting Fees and

Audit Committee is directly responsible for the appointment, compensation, retention (including termination), scope and oversight of

our independent auditors.

WithumSmith+Brown, PC (“Withum”), a registered public accounting firm, has served as our independent

auditors since June 2024.

May 3, 2024, the SEC permanently suspended BF Borgers CPA PC (“BF Borgers”) from appearing or practicing before the SEC as

a registered public accounting firm.

Following this order, on May 6, 2024, the Board approved the dismissal of BF Borgers as the Company’s

independent registered public accounting firm.

On June 3, 2024, the Company appointed Withum as the Company’s independent registered

public accounting firm.

report of BF Borgers on the Company’s financial statements for the fiscal year ended December 31, 2023 did not contain an adverse

opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles other than

an explanatory paragraph relating to the Company’s ability to continue as a going concern.

the fiscal year ended December 31, 2023, and through the date of dismissal on May 6, 2024, there were no “disagreements”

with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which

disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports

on the financial statements for such years.

During the fiscal year ended December 31, 2023, and through May 6, 2024, there were no “reportable

events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K), except for the identified material weaknesses

in the Company’s internal control over financial reporting as disclosed in the Annual Report on Form 10-K for the year ended December

Paid to Independent Registered Public Accounting Firm

billed by BF Borgers and Withum for services provided during the years ended December 31, 2024 and 2023 were as follows:

December 31, 2023

December 31, 2024

Audit-Related Fees

All Other Fees

December 31, 2023

December 31, 2024

Audit-Related Fees

All Other Fees

fees include fees associated with (i) the annual audit of our consolidated financial statements and internal control over financial reporting,

(ii) the review of our periodic reports, (iii) accounting consultations, (iv) services related to, or required by, statute or regulation,

such as consents, and (v) other audit services related to SEC and other regulatory filings.

Tax fees represent fees for tax consulting

Fees paid to Withum in 2024 includes (i) audit fees of $375,000 for the re-audit of the consolidated annual financial statements

for the year ended December 31, 2023 and review of the amended annual report related thereto and other periodic reports, and (ii) tax

fees of $25,000 related to 2023 tax periods.

of the services and fees of BF Borgers and Withum reflected in the above table were pre-approved by the Audit Committee pursuant to the

pre-approval policy and procedures set forth below.

Committee Pre-Approval Policies and Procedures

its charter, the Audit Committee is responsible for approving the fees and any other significant compensation paid to our independent

accountants and pre-approving any non-audit services to be performed by our independent accountants.

The pre-approval requirement may

be waived only if the non-audit services meet a de minimis exception allowed by law.

In carrying out this responsibility, the

Audit Committee follows the following general procedures for the preapproval of non-audit services:

Each year the Audit Committee reviews

and pre-approves a schedule of the proposed non-audit services and estimated fees to be provided by the independent accountants during

the next annual audit cycle.

Actual amounts paid to the independent accountants

are monitored by management and reported to the Audit Committee.

Any non-audit services proposed to be provided by the

independent accountants and the related fees that have not been pre-approved during the annual review by the Audit Committee must

be pre-approved by the Audit Committee in advance of any work performed (unless the services meet the de minimis exception allowed

by law).Incremental fees for previously approved non-audit services that are expected to exceed the previously approved fee estimate

must also be pre-approved by the Audit Committee.

A copy of our code of ethics is available on our website:

www.onemednet.com.

We are required to disclose certain changes

to, or waivers from, that code for our senior financial officers.

We intend to use our website as a method of disseminating any change

to, or waiver from, our code of ethics as permitted by applicable SEC rules.

Executive Compensation

information required by this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of

Stockholders to be filed with the SEC within 120 days after December 31, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of

Stockholders to be filed with the SEC within 120 days after December 31, 2025.

Certain Relationships and Related Transactions, and Director Independence

information required by this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of

Stockholders to be filed with the SEC within 120 days after December 31, 2025.

Principal Accounting Fees and Services

information required by this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of

Stockholders to be filed with the SEC within 120 days after December 31, 2025.

Exhibits, Financial Statement Schedules

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Changes in Temporary Equity and Shareholders’ (Deficit) Equity

Consolidated Statements of Changes in Stockholders’

Consolidated Statements of Cash Flows

11 unchanged sentences

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2024).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2025).

Securities Purchase Agreement dated June 28, 2023 with OneMedNet Corporation (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).

1 unchanged sentence

Form of Registration Rights Agreement by certain OneMedNet equity holders (incorporated by reference to Exhibit G to Annex B to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023).

Lockup Agreement by certain OneMedNet equity holders (incorporated by reference to Exhibit C to Annex B to the proxy statement/prospectus which is part of the Registration Statement on Form S-4 declared effective by the SEC on September 22, 2023).

Employment Agreement between OneMedNet Corporation and Aaron Green, President (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).

Employment Agreement between OneMedNet Corporation and Lisa Embree, Chief Financial Officer (incorporated by reference to Exhibit 10.09 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).

Employment Agreement between OneMedNet Corporation and Paul Casey, Chief Executive Officer (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).

Securities Purchase Agreement entered into as of March 28, 2024, by and between OneMedNet Corporation and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024).

Registration Rights Agreement dated as of March 28, 2024, by and among OneMedNet Corporation and each of the investors to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024).

Subscription Escrow Agreement effective March 28, 2024, by and among OneMedNet Corporation, each investor identified on the signature pages thereto, and Rimon, P.C., as the Escrow Agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024).

Amendment to the Securities Purchase Agreement, effective as of June 4, 2024, between OneMedNet Corporation and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2024).

3 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 21, 2024).

Promissory Note, dated as of June 18, 2024, issued by OneMedNet Corporation to YA II PN, LTD.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 21, 2024).

Registration Rights Agreement, dated as of June 17, 2024, by and between OneMedNet Corporation and YA II PN, LTD.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 21, 2024).

Termination Agreement, dated as of June 14, 2024, between OneMedNet Corporation and Helena Global Investment Opportunities 1 Ltd.

(incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 21, 2024).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2024).

7 unchanged sentences

Form of Notice of Grant of Restricted Stock Units & Restricted Stock Unit Award Agreement.

Insider Trading Policy

(incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 15, 2025)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2025).

Form of Voting Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2025).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2025)

Form of Letter Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 15, 2025)

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 9, 2024).

28 unchanged sentences

to be signed on its behalf by the undersigned, thereunto duly authorized.

April 15, 2025

OneMedNet Corporation

5 unchanged sentences

Executive Officer)

April 15, 2025

March 30, 2026

Robert Golden

Chief Financial Officer and Director

April 15, 2025

March 30, 2026

Robert Golden

2 unchanged sentences

Vice President

April 15, 2025

March 30, 2026

Eric Casaburi

April 15, 2025

March 30, 2026

Eric Casaburi

Kenneth Alleyne

April 15, 2025

March 30, 2026

Kenenth Alleyne

April 15, 2025

Sherry Coonse McCraw

April 15, 2025

March 30, 2026

Sherry Coonse McCraw

Thomas Kosasa

April 15, 2025

March 30, 2026

Thomas Kosasa

Andrew Zeinfeld

April 15, 2025

March 30, 2026

Andrew Zeinfeld

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 9A. Controls and Procedures