☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40386 ONEMEDNET CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 86-2076743 (State or other juris ...

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) - This report contains forward-looking statements based on current expectations and projections, which are subject to known and unknown risks and uncertainties that could cause actual results to differ materially[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - **Key risks** include projected financial position, **cash burn rate**, ability to raise additional capital, **Bitcoin investment volatility**, ability to reverse revenue decline, intellectual property protection, reliance on third-party suppliers, competition, and geopolitical/macroeconomic conditions[11](index=11&type=chunk)[12](index=12&type=chunk)[15](index=15&type=chunk) [Part I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's business, accounting policies, financial instruments, and related party transactions [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Unaudited Condensed Consolidated Balance Sheets (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $122 | $172 | | Investment in crypto assets – Bitcoin | $1,598 | $2,849 | | Total current assets | $2,267 | $3,619 | | Total assets | $2,337 | $3,727 | | **Liabilities and Stockholders' Deficit** | | | | Accounts payable and accrued expenses | $5,247 | $6,654 | | Total current liabilities | $6,159 | $19,228 | | Total liabilities | $6,177 | $19,677 | | Total stockholders' deficit | $(3,840) | $(15,950) | - **Total assets decreased** by approximately **37%** from **$3.7 million** at December 31, 2024, to **$2.3 million** at June 30, 2025, primarily due to a reduction in Bitcoin holdings and other current assets[18](index=18&type=chunk) - **Total liabilities significantly decreased** by approximately **69%** from **$19.7 million** at December 31, 2024, to **$6.2 million** at June 30, 2025, largely driven by the conversion and repayment of various debt instruments (Loan extensions, PIPE Notes, Yorkville Note, Deferred underwriter fee payable, Loans – related parties)[18](index=18&type=chunk) - **Stockholders' deficit improved** from **$(15.9) million** at December 31, 2024, to **$(3.8) million** at June 30, 2025, reflecting **net income** and equity issuances[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited Condensed Consolidated Statements of Operations (In thousands, except per share data) | (In thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $155 | $227 | $292 | $476 | | Gross margin | $(241) | $(102) | $(445) | $(170) | | Total operating expenses | $1,822 | $2,352 | $3,906 | $4,384 | | Loss from operations | $(2,063) | $(2,454) | $(4,351) | $(4,554) | | Total other expense (income), net | $(5,045) | $1,135 | $(5,431) | $1,144 | | Net income (loss) | $2,982 | $(3,589) | $1,080 | $(5,698) | | Net income (loss) per share – basic | $0.07 | $(0.14) | $0.03 | $(0.23) | - The company reported a **net income** of **$2.98 million** for the three months ended June 30, 2025, a significant improvement from a **net loss** of **$3.59 million** in the prior-year period, primarily driven by a **$3.71 million gain on troubled debt restructurings**[20](index=20&type=chunk) - For the six months ended June 30, 2025, the company achieved a **net income** of **$1.08 million**, compared to a **net loss** of **$5.70 million** in the same period of 2024, also largely due to **gains from debt restructurings**[20](index=20&type=chunk) - **Total revenue decreased** by **32%** for the three months and **39%** for the six months ended June 30, 2025, primarily due to the decommissioning of the BEAM platform, partially offset by increased **web imaging revenue** (iRWD) revenue[20](index=20&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit (In thousands, except share data) | (In thousands, except share data) | Common Stock Shares (000s) | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit | | :-------------------------------- | :------------------------- | :------------------ | :------------------------- | :------------------ | :-------------------------- | | Balance, Dec 31, 2024 | 28,175 | $2 | $86,146 | $(101,569) | $(15,950) | | Issuance of common stock (various) | 18,108 | $0 | $11,030 | $0 | $11,030 | | Stock-based compensation expense | 0 | $0 | $405 | $0 | $405 | | Net income (loss) | 0 | $0 | $0 | $1,080 | $1,080 | | Balance, June 30, 2025 | 46,283 | $2 | $97,176 | $(100,489) | $(3,840) | - The **total number of common shares outstanding increased significantly** from **28,175,172** at December 31, 2024, to **46,283,392** at June 30, 2025, primarily due to **conversions of various debt instruments** and new private placements[18](index=18&type=chunk)[23](index=23&type=chunk) - **Additional paid-in capital increased** by **$11.03 million** during the six months ended June 30, 2025, reflecting **proceeds from private placements** and **conversions of debt into equity**[23](index=23&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Unaudited Condensed Consolidated Statements of Cash Flows (In thousands) | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,232) | $(3,053) | | Net cash provided by (used in) investing activities | $1,250 | $(7) | | Net cash provided by financing activities | $2,932 | $3,720 | | Net (decrease) increase in cash and cash equivalents | $(50) | $660 | | Cash and cash equivalents at end of period | $122 | $707 | - **Net cash used in operating activities increased** to **$4.23 million** for the six months ended June 30, 2025, from **$3.05 million** in the prior-year period[28](index=28&type=chunk) - **Net cash provided by investing activities was $1.25 million** in cash for the six months ended June 30, 2025, primarily from Bitcoin sales (**$3.46 million**) offsetting purchases (**$2.20 million**)[28](index=28&type=chunk) - **Net cash provided by financing activities was $2.93 million** in cash, mainly from private placements and related party investments, partially offset by debt repayments[28](index=28&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Description of Business](index=12&type=section&id=1.%20Description%20of%20Business) - **OneMedNet Corporation is a healthcare software company** focused on digital medical image management, exchange, and sharing, operating as a wholly-owned subsidiary of Data Knights Acquisition Corp. following a business combination on November 7, 2023[31](index=31&type=chunk)[32](index=32&type=chunk) - The company has incurred **recurring operating losses** and has an **accumulated deficit** of **$100.5 million** as of June 30, 2025, raising **substantial doubt about its ability to continue as a going concern**[36](index=36&type=chunk) - The company's **investment in Bitcoin exposes it to significant risks due to crypto asset volatility**, lack of central regulation, and potential future regulatory actions that could reduce demand and value[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=13&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The company calculates basic and diluted **net income** (loss) per share using the two-class method for participating securities, with **pre-funded warrants considered outstanding shares** in basic EPS calculation[44](index=44&type=chunk)[45](index=45&type=chunk) - Debt modifications are evaluated under ASC 470-60 as **troubled debt restructurings (TDR)** if the borrower is in financial difficulty and the lender grants a concession, with gains recognized if the debt's carrying amount exceeds the fair value of transferred consideration[47](index=47&type=chunk)[48](index=48&type=chunk) - As an '**emerging growth company**,' the company has elected to use the extended transition period for complying with new or revised accounting standards[49](index=49&type=chunk) [Note 3. Segment Information](index=15&type=section&id=3.%20Segment%20Information) - The company operates and reports as a **single segment**, focusing on digital medical image management, exchange, and sharing, with the CEO reviewing operating results on an aggregate basis[52](index=52&type=chunk) Geographic Revenue Breakdown (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Americas | $55 | $170 | $174 | $348 | | Europe and Middle East | $65 | $57 | $69 | $128 | | Asia Pacific | $35 | $- | $49 | $- | | Total | $155 | $227 | $292 | $476 | [Note 4. Crypto Assets Held](index=15&type=section&id=4.%20Crypto%20Assets%20Held) - The company's crypto assets **consist solely of Bitcoin**, measured at fair value based on quoted end-of-day prices on River.com (Level 1 input)[54](index=54&type=chunk) Bitcoin Holdings Summary (In thousands) | (In thousands) | Units | Cost Basis | Fair Value | | :------------- | :---- | :--------- | :--------- | | Bitcoin | 15 | $1,636 | $1,598 | Changes in Bitcoin Holdings (In thousands) | (In thousands) | Bitcoin | | :------------- | :------ | | Balance, Dec 31, 2024 | $2,849 | | Additions | $2,200 | | Dispositions | $(2,614) | | Unrealized loss, net | $(837) | | Balance, June 30, 2025 | $1,598 | - During the six months ended June 30, 2025, the company acquired **$2.2 million** in Bitcoin and disposed of **$2.6 million**, resulting in a **net unrealized loss** of **$0.84 million** and a **realized gain on sale** of **$0.84 million**[55](index=55&type=chunk) [Note 5. Accounts Payable and Accrued Expenses](index=16&type=section&id=5.%20Accounts%20Payable%20and%20Accrued%20Expenses) Accounts Payable and Accrued Expenses Breakdown (In thousands) | (In thousands) | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------- | :------------------ | :---------------------- | | Professional fees | $3,579 | $4,965 | | Payroll liabilities | $621 | $621 | | Stock repurchase payable | $329 | $329 | | Data provider costs | $319 | $367 | | Other | $399 | $372 | | Total | $5,247 | $6,654 | - **Accounts payable and accrued expenses decreased** by **$1.4 million**, or **21%**, from December 31, 2024, to June 30, 2025, primarily due to a reduction in professional fees[56](index=56&type=chunk) - The company **settled $1.3 million of trade payables** through **troubled debt restructurings**, resulting in a **gain of $0.9 million**, by transferring **$0.2 million** in cash and **250,000 shares** of common stock valued at **$0.1 million**[56](index=56&type=chunk) [Note 6. Debt](index=16&type=section&id=6.%20Debt) - PIPE Notes: **$1.7 million** of outstanding principal and accrued interest were **converted into 1,453,174 shares** of Common Stock in June 2025, resulting in **no outstanding balance** as of June 30, 2025[58](index=58&type=chunk) - Loan Extensions: **$2.6 million** of related party loan extensions were **converted into 3,650,248 shares** of Common Stock in June 2025, **accounted for as a troubled debt restructuring** with **no gain/loss recognized**; **$0.4 million** remains outstanding[61](index=61&type=chunk)[62](index=62&type=chunk) - Shareholder Loans: **$1.6 million** in convertible shareholder loans and **$0.7 million** in non-convertible shareholder loans were **converted into 2,123,424** and **1,043,051 shares** of Common Stock, respectively, in June 2025, with the non-convertible conversion treated as a **troubled debt restructuring**[64](index=64&type=chunk)[66](index=66&type=chunk) - Yorkville Note: The **$1.5 million** convertible promissory note **matured in June 2025**, with **$1.25 million converted into 1,866,562 shares** of Common Stock and the remaining **$0.3 million repaid in cash**, leaving **no outstanding balance**[68](index=68&type=chunk)[75](index=75&type=chunk) [Note 7. Stockholders' Deficit](index=19&type=section&id=7.%20Stockholders'%20Deficit) - The company **issued 1,473,696 shares** of Common Stock in January 2025 related to a September 2024 private placement[77](index=77&type=chunk) - In June 2025, the company **completed a private placement**, issuing **3,390,923 shares** of Common Stock and pre-funded warrants for **2,561,457 shares**, **generating $2.5 million in net proceeds**[78](index=78&type=chunk) - **Related party subscription agreements** in June 2025 resulted in the **issuance of 2,857,142 shares** of Common Stock for **$1.2 million in net proceeds**[79](index=79&type=chunk) - A **$3.3 million deferred underwriter fee payable was settled** in June 2025 with a **$0.5 million** cash payment, **resulting in a $2.8 million gain on troubled debt restructuring**[81](index=81&type=chunk)[83](index=83&type=chunk) - The Standby Equity Purchase Agreement (SEPA) with Yorkville allows the company to sell up to **$25.0 million** of Common Stock; however, due to recent financings, the company **no longer expects to draw on the SEPA**, and the **related derivative liability was adjusted to $0**[86](index=86&type=chunk)[92](index=92&type=chunk) [Note 8. Net Income (Loss) per Share](index=22&type=section&id=8.%20Net%20Income%20(Loss)%20per%20Share) Net Income (Loss) Per Share Calculation (In thousands, except per share data) | (In thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to common shareholders – basic | $2,757 | $(3,589) | $1,000 | $(5,698) | | Weighted average shares outstanding – basic | 36,835,945 | 25,180,764 | 35,477,382 | 24,957,754 | | Net income (loss) per share – basic | $0.07 | $(0.14) | $0.03 | $(0.23) | | Weighted average shares outstanding – diluted | 38,405,921 | 25,180,764 | 37,127,798 | 24,957,754 | | Net income (loss) per share – diluted | $0.07 | $(0.14) | $0.03 | $(0.23) | - For periods of **net loss** (e.g., June 30, 2024), **all potentially dilutive securities are excluded** from diluted EPS calculation as they are **anti-dilutive**[94](index=94&type=chunk) Anti-Dilutive Securities | Anti-Dilutive Securities | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Warrants for Common Stock | 12,330,336 | 12,181,020 | 12,303,995 | 12,181,020 | | Convertible debt | - | 8,935,634 | - | 8,935,634 | | Total common stock equivalents | 13,074,243 | 29,140,859 | 12,993,803 | 29,140,859 | [Note 9. Stock-Based Compensation](index=23&type=section&id=9.%20Stock-Based%20Compensation) Stock-Based Compensation Expense (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenue | $4 | $4 | $7 | $8 | | General and administrative | $187 | $92 | $388 | $220 | | Sales and marketing | $1 | $2 | $2 | $3 | | Research and development | $5 | $5 | $8 | $9 | | Total stock-based compensation expense | $197 | $103 | $405 | $240 | - **Total stock-based compensation expense increased** by **91%** to **$197 thousand** for the three months ended June 30, 2025, and by **69%** to **$405 thousand** for the six months ended June 30, 2025, **primarily driven by general and administrative expenses**[97](index=97&type=chunk) [Note 10. Stock Warrants](index=24&type=section&id=10.%20Stock%20Warrants) Outstanding Stock Warrants | Warrant Type | As of June 30, 2025 | As of December 31, 2024 | | :------------------------ | :------------------ | :---------------------- | | Liability Classified Warrants | | | | Business Combination Warrants | 585,275 | 585,275 | | PIPE Warrants | 95,744 | 95,744 | | Subtotal | 681,019 | 681,019 | | Equity Classified Warrants | | | | Public Warrants | 11,500,000 | 11,500,000 | | Private Placement Warrants | 5,206,291 | 2,199,939 | | Helena Termination Warrants | 50,000 | 50,000 | | Subtotal | 16,756,291 | 13,749,939 | | Grand Total | 17,437,310 | 14,430,958 | - **Total outstanding warrants increased** from **14.4 million** at December 31, 2024, to **17.4 million** at June 30, 2025, **primarily due to an increase in Private Placement Warrants** by **3,006,352 shares**[98](index=98&type=chunk) - The increase in Private Placement Warrants includes **444,895 shares** from a warrant amendment in January 2025 and **2,561,457** June 2025 Pre-Funded Warrants issued in connection with a private placement[98](index=98&type=chunk) [Note 11. Fair Value Measurements](index=24&type=section&id=11.%20Fair%20Value%20Measurements) Fair Value Measurements of Assets and Liabilities (In thousands) | (In thousands) | June 30, 2025 (Total) | December 31, 2024 (Total) | | :-------------------------- | :-------------------- | :------------------------ | | **Assets:** | | | | Investment in crypto assets – Bitcoin | $1,598 | $2,849 | | **Liabilities:** | | | | Business Combination Warrants | $15 | $12 | | PIPE Warrants | $3 | $3 | | PIPE Notes | $- | $1,734 | | Yorkville Note | $- | $1,718 | | SEPA derivative liability | $- | $434 | - The **fair value of PIPE Notes and Yorkville Note decreased to $0** as of June 30, 2025, due to **conversions into Common Stock** and cash repayments[101](index=101&type=chunk) - The **SEPA derivative liability was adjusted to a fair value of $0** as of June 30, 2025, as the company **no longer expects to draw on the SEPA** due to recent financings[103](index=103&type=chunk) - **Fair values for Business Combination Warrants and PIPE Warrants are determined using the Black-Scholes option-pricing model**, with key assumptions including stock price, exercise price, expected volatility, risk-free rate, and expected term[100](index=100&type=chunk) [Note 12. Related Party Transactions](index=26&type=section&id=12.%20Related%20Party%20Transactions) - **Related party investors converted $1.0 million** of PIPE Notes into **972,326 shares** of Common Stock in June 2025[104](index=104&type=chunk) - **Related party investors converted $1.6 million** in convertible shareholder loans and **$0.7 million** in non-convertible shareholder loans into an aggregate of **3,166,476 shares** of Common Stock in June 2025[106](index=106&type=chunk) - Two **related party investors converted $2.6 million** of loan extensions into **3,650,248 shares** of Common Stock in June 2025[107](index=107&type=chunk) - The company **issued 2,857,142 shares of Common Stock to two related party investors** for **$1.2 million** in gross proceeds through subscription agreements in June 2025[108](index=108&type=chunk) [Note 13. Commitments and Contingencies](index=27&type=section&id=13.%20Commitments%20and%20Contingencies) - The company has a **month-to-month lease** for a suite at **$530 per month**, incurring **$2 thousand** in rent expense for each of the three months ended June 30, 2025 and 2024, and **$5 thousand** for each of the six months[109](index=109&type=chunk) - The company is **not currently party to any material legal proceedings** that would have a material adverse effect on its business, operating results, financial condition, or cash flows[110](index=110&type=chunk) [Note 14. Subsequent Events](index=27&type=section&id=14.%20Subsequent%20Events) - On July 4, 2025, the **One Big Beautiful Bill Act (OBBBA) was enacted**, which includes significant tax provisions that the company is currently assessing for impact on its financial statements[111](index=111&type=chunk) - On July 10, 2025, the company **settled $1.9 million in outstanding balances** with two vendors for an aggregate reduced fee of **$50 thousand**[112](index=112&type=chunk) - On July 11, 2025, an **amended loan extension agreement** for **$0.1 million** was entered into, bearing **6.0%** interest and maturing June 15, 2027, with **24 monthly payments**[113](index=113&type=chunk) - On July 15, 2025, an **amended promissory note agreement** for a **$0.3 million** stock repurchase commitment was entered into, bearing **7.0%** interest (retroactive to March 1, 2024) and maturing June 15, 2028, with **36 monthly payments**[114](index=114&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, liquidity, and capital resources, including a detailed comparison of financial performance for the three and six months ended June 30, 2025 and 2024 [Company Overview](index=28&type=section&id=Company%20Overview) - **OneMedNet provides solutions** (OneMedNet iRWD™ and BEAM) for digital medical image management, exchange, and sharing, focusing on unlocking value from clinical image archives for research and healthcare systems[118](index=118&type=chunk) [Key Components of Consolidated Statements of Operations](index=28&type=section&id=Key%20Components%20of%20Consolidated%20Statements%20of%20Operations) - **Revenue is generated from iRWD** (fixed fee, recognized upon data delivery) and BEAM (subscription-based, recognized ratably over period)[119](index=119&type=chunk) - **Cost of revenue includes** hosting, labor, and data costs[121](index=121&type=chunk) - **Other (income) expenses, net, primarily includes** changes in fair value of PIPE Notes, Yorkville Note, warrants, Bitcoin holdings, derivative liabilities, and **gains on troubled debt restructurings**[126](index=126&type=chunk)[127](index=127&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) [Comparison of the Three Months Ended June 30, 2025 and 2024](index=30&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Three Months Ended June 30, 2025 vs 2024 Financial Performance (In thousands) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Total revenue | $155 | $227 | $(72) | -32% | | Cost of revenue | $396 | $329 | $67 | 20% | | Gross margin | $(241) | $(102) | $(139) | 136% | | General and administrative | $1,183 | $1,716 | $(533) | -31% | | Loss from operations | $(2,063) | $(2,454) | $391 | -16% | | Net income (loss) | $2,982 | $(3,589) | $6,571 | -183% | - **Subscription revenue** (BEAM) **decreased by 67%** due to the planned decommissioning of the platform, while **web imaging revenue** (iRWD) **increased by 26%** due to enhanced focus and increased customer deliveries[130](index=130&type=chunk) - **Cost of revenue as a percentage of revenue increased by 110%** due to the BEAM platform transition and higher iRWD data/personnel costs[133](index=133&type=chunk) - **General and administrative expenses decreased by 31%** due to a one-time commitment fee paid to Yorkville in the prior year[134](index=134&type=chunk) - A **significant gain on troubled debt restructurings** of **$3.71 million** was recorded, primarily from settling deferred underwriter fees (**$2.7 million**) and restructuring trade payables (**$0.9 million**)[146](index=146&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and 2024](index=33&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Six Months Ended June 30, 2025 vs 2024 Financial Performance (In thousands) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Total revenue | $292 | $476 | $(184) | -39% | | Cost of revenue | $737 | $646 | $91 | 14% | | Gross margin | $(445) | $(170) | $(275) | 162% | | General and administrative | $2,615 | $3,073 | $(458) | -15% | | Loss from operations | $(4,351) | $(4,554) | $203 | -4% | | Net income (loss) | $1,080 | $(5,698) | $6,778 | -119% | - **Subscription revenue decreased by 69%** due to the BEAM platform decommissioning, while **web imaging revenue increased by 40%** due to increased focus on iRWD sales[149](index=149&type=chunk) - **Cost of revenue as a percentage of revenue increased by 117%** due to the BEAM platform transition and higher iRWD costs[150](index=150&type=chunk) - **Sales and marketing expense increased by 12%** due to higher personnel costs for iRWD sales growth, partially offset by reduced consulting expenses[152](index=152&type=chunk) - **Research and development expense decreased by 10%** due to less resources allocated to R&D efforts, focusing on iRWD sales growth[153](index=153&type=chunk) - **Gain on troubled debt restructurings** of **$3.71 million** was recorded, primarily from settling deferred underwriter fees (**$2.7 million**) and restructuring trade payables (**$0.9 million**)[163](index=163&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Cash Flow Summary (In thousands) | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,232) | $(3,053) | | Net cash provided by (used in) investing activities | $1,250 | $(7) | | Net cash provided by financing activities | $2,932 | $3,720 | - **Net cash used in operating activities increased** to **$4.2 million** in 2025, primarily due to non-cash charges and cash used in operating assets and liabilities, partially offset by **net income**[166](index=166&type=chunk) - **Net cash provided by investing activities was $1.3 million** in 2025, driven by Bitcoin sales offsetting purchases[168](index=168&type=chunk) - **Net cash provided by financing activities was $2.9 million** in 2025, from private placements and related party investments, offset by debt repayments[169](index=169&type=chunk) [Contractual Obligations and Commitments and Going Concern Outlook](index=38&type=section&id=Contractual%20Obligations%20and%20Commitments%20and%20Going%20Concern%20Outlook) - **Management believes current cash and cash equivalents are insufficient to meet foreseeable cash needs** for the next **12 months**, necessitating additional financing through debt and equity offerings[171](index=171&type=chunk) - The company's **recurring operating losses** and need for additional financing raise **substantial doubt about its ability to continue as a going concern**[171](index=171&type=chunk) Contractual Obligations and Commitments (In thousands) | (In thousands) | Total | Less than 1 year | 1-3 years | | :------------- | :------- | :--------------- | :-------- | | Accounts payable & accrued expenses | $5,247 | $5,247 | $- | | Loan extensions | $400 | $400 | $- | | Total | $5,647 | $5,647 | $- | [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The company's **financial statements are prepared in accordance with GAAP**, involving estimates, assumptions, and judgments that can significantly impact reported financial results[174](index=174&type=chunk) - **No material changes to critical accounting policies and estimates have occurred** through June 30, 2025, from those discussed in the Form 10-K[175](index=175&type=chunk) [Recently Issued and Adopted Accounting Pronouncements](index=39&type=section&id=Recently%20Issued%20and%20Adopted%20Accounting%20Pronouncements) - The company is **evaluating the impact of ASU No. 2023-09** (Improvements to Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) on its financial statements and footnotes[50](index=50&type=chunk)[51](index=51&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, OneMedNet Corporation is not required to provide quantitative and qualitative disclosures about market risk [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses in internal controls over financial reporting, including issues with user access/segregation of duties, formalized control environment, non-routine transactions, and record keeping - **Disclosure controls and procedures were deemed ineffective** as of June 30, 2025, due to **material weaknesses in internal controls over financial reporting**[178](index=178&type=chunk) - **Material weaknesses include lack of proper segregation of duties**, absence of a formalized control environment, errors in accounting for non-routine transactions, and inadequate record keeping, attributed to limited accounting department resources[179](index=179&type=chunk) - **No changes in internal control over financial reporting materially affected**, or are reasonably likely to materially affect, internal control during the three months ended June 30, 2025[180](index=180&type=chunk) [Part II. Other Information](index=40&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings that, in management's opinion, would have a material adverse effect on its business, operating results, financial condition, or cash flows [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Form 10-K and other public filings [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended June 30, 2025, the company issued 250,000 shares of Common Stock to Slickage Studios LLC to settle $177,500 of trade accounts payable, relying on Section 4(a)(2) of the Securities Act for exemption from registration - **250,000 shares of Common Stock were issued** to Slickage Studios LLC to **settle $177,500 of trade accounts payable**, at a conversion price of **$0.71 per share**[184](index=184&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists all documents filed as exhibits to the Quarterly Report on Form 10-Q, including organizational documents, warrant agreements, securities purchase agreements, subscription agreements, loan conversion agreements, and certifications [Signatures](index=42&type=section&id=SIGNATURES) - The **report was duly signed** on behalf of OneMedNet Corporation by Robert Golden, Chief Financial Officer, on August 13, 2025[193](index=193&type=chunk)[194](index=194&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Delaware 86-2076743 (State or other jurisdiction of incorporation or organization) 6385 Old Shady Oak Road, Suite 250 Eden Prairie, Minnesota 55344 (Address of principal executive offices) (Zip Code) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-40386 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) | Delaware | | 86-2076743 | | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40386 ONEMEDNET CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 86-2076743 (State or other jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered pursuant to Section 12(b) of the Act: For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40386 ONEMEDNET CORPORATION (Exact name of Registrant as specified i ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-40386 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpora ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or Commission File Number: 001-40386 ONEMEDNET CORPORATION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in its charter) Delaware 35-2303727 (State or other juri ...

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $5,158, with operating expenses of $241,054 and franchise tax expense of $44,400[133]. - For the six months ended June 30, 2023, the company had a net loss of $91,140, with cash used in operating activities amounting to $646,580[135][138]. - For the six months ended June 30, 2022, the company reported a net income of $3,145,445, driven by unrealized gains from marketable securities[136]. - The company has incurred significant costs in pursuit of its initial business combination and does not expect to generate operating revenues until after its completion[124][132]. Cash and Investments - As of June 30, 2023, the company held cash of $3,438 outside the Trust Account and investments of $29,978,639 in the Trust Accounts[137][140]. - As of June 30, 2023, the company had cash of $30,870 outside the Trust Account as of December 31, 2022[137]. - As of June 30, 2023, the company had $367,832 in Working Capital Loans outstanding, an increase from $207,081 as of December 31, 2022[147]. - The company had $3,283,358 in Extension Loans outstanding as of June 30, 2023, compared to $2,545,838 as of December 31, 2022[150]. Business Combination - The company entered into a definitive Agreement and Plan of Merger with OneMedNet Corporation, with a merger consideration of $200,000,000, subject to adjustments[125]. - The company has the right to extend the deadline for completing its initial business combination up to nine one-month extensions until May 11, 2024[130]. - At a special meeting on November 11, 2022, stockholders approved an amendment allowing the company to extend its business combination deadline[128]. - The company has until August 11, 2023, to consummate a business combination, with the possibility of nine one-month extensions[143]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to uncertainty regarding the business combination[143]. Fees and Liabilities - The company has incurred $60,000 in fees under an agreement with an affiliate of the Sponsor for office space and administrative support for the six months ended June 30, 2023 and 2022[145]. - The company has a deferred fee of $4,025,000 payable to underwriters upon completion of a Business Combination[146]. Stock and Financing - As of June 30, 2023, there were 3,316,819 shares of Class A Common Stock outstanding, with 2,731,544 shares subject to possible redemption[165]. - The company has not entered into any off-balance sheet financing arrangements as of June 30, 2023[144]. - The company applies the two-class method in calculating earnings per share, with warrants issued in connection with the IPO being anti-dilutive[161]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[166].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $85,983, consisting of realized and unrealized gains and dividends of $327,399, offset by operating expenses of $306,303 and franchise tax expense of $47,481 [138]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination [137]. - The company incurred $30,000 in fees under an agreement for office space and administrative support for the three months ended March 31, 2023 [148]. - The company had cash used in operating activities of $52,462 for the three months ended March 31, 2023, compared to $294,018 for the same period in 2022 [141][142]. - The company has incurred significant costs in pursuit of its initial business combination and continues to face uncertainty regarding its ability to continue as a going concern [144]. Cash and Investments - As of March 31, 2023, the company had cash of $10,108 outside of the Trust Account and investments of $29,725,574 held in the Trust Accounts [140][143]. - As of March 31, 2023, the company had $239,081 in Working Capital Loans outstanding, an increase from $207,081 as of December 31, 2022 [150]. - The company had $2,914,598 in Extension Loans outstanding as of March 31, 2023, compared to $2,545,838 as of December 31, 2022 [152]. Business Combination - The company intends to complete its initial business combination before August 11, 2023, and has the option for nine one-month extensions [135][144]. - The company entered into a definitive Agreement and Plan of Merger with OneMedNet Corporation, with a total merger consideration of $200,000,000, subject to adjustments [132]. - The company has a deferred fee obligation of $4,025,000 to underwriters, payable only upon the completion of a Business Combination [149]. - The company agreed to pay ARC a success fee of $100,000 upon closing its initial business combination and a retainer of $50,000 upon execution of the Introducing Advisor Agreement [153]. - On December 31, 2022, ARC was issued 1,378,517 shares of the company's Class B Common Stock following the execution of the Second Amendment to the Introducing Advisor Agreement [156]. Stock and Financial Instruments - As of March 31, 2023, there were 4,838,792 shares of Class A Common Stock outstanding, with the same number subject to possible redemption [169]. - The company evaluates its financial instruments to determine if they qualify as derivatives, with changes in fair value reported in the statements of operations [167]. - The company accounts for its warrants as liabilities, adjusting their fair value at each reporting period until exercised [168]. - The company is currently assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, on its financial position [170]. Risk Management - The company was not subject to any market or interest rate risk as of March 31, 2023, with net proceeds invested in U.S. government treasury bills or money market funds [172]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments [173].