Core Insights - OneMedNet Corporation reported significant improvements in its financial results for Q2 2025, highlighting a stronger balance sheet and operational advancements [1][4]. Financial Highlights - Total liabilities decreased from $19.7 million as of December 31, 2024, to $6.2 million as of June 30, 2025, marking a reduction of approximately $13.5 million, or about 80% [8]. - The company achieved net income of $3.0 million for Q2 2025, with other income of $5.0 million attributed to discounted debt settlements and conversions [8]. - OneMedNet successfully completed $3.7 million in private placements, including $1.2 million from insiders, to support sales execution and platform expansion [8]. Operational Highlights - The company expanded its provider network to 1,750 healthcare sites, now offering access to 136 million clinical studies [8]. - OneMedNet enhanced its iRWD™ platform capabilities, improving AI-driven de-identification, federated search, and multi-modal data integration [8]. - The company maintains a strategic digital asset position of 15 BTC valued at $1.6 million as of June 30, 2025 [8]. Strategic Focus - OneMedNet is committed to leveraging its improved balance sheet and strong sales funnel to pursue strategic opportunities that deliver long-term value to customers, partners, and shareholders [4]. - The company aims to revolutionize the use of Real-World Data (RWD) across various industries, including healthcare, finance, retail, and telecom, by harnessing the potential of its iRWD™ platform [5][6].

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights inherent risks and uncertainties that could cause actual results to differ materially from forward-looking statements - 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) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [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) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Unaudited Condensed Consolidated Balance Sheets | (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) This section outlines the company's financial performance over specific periods, including revenue, expenses, and net income or loss Unaudited Condensed Consolidated Statements of Operations | (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 (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) This section details changes in the company's equity over time, including common stock issuances, stock-based compensation, and net income or loss Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit | (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) This section presents the company's cash inflows and outflows from operating, investing, and financing activities over specific periods Unaudited Condensed Consolidated Statements of Cash Flows | (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) - Investing activities provided **$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) - Financing activities provided **$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) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, debt, and equity [Note 1. Description of Business](index=12&type=section&id=1.%20Description%20of%20Business) This note describes the company's core business, its operational context, and key risks related to its financial viability and crypto asset investments - 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) This note outlines the key accounting principles and methods used in preparing the financial statements, including EPS calculation and debt restructuring policies - 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) This note details the company's operating segments and geographical revenue breakdown, confirming its single-segment operation - 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) Revenue by Geography (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) This note provides information on the company's Bitcoin holdings, including fair value measurement, additions, dispositions, and unrealized gains or losses - 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 (In thousands) | (In thousands) | Units | Cost Basis | Fair Value | | :------------- | :---- | :--------- | :--------- | | Bitcoin | 15 | $1,636 | $1,598 | Bitcoin Activity (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) This note details the composition and changes in accounts payable and accrued expenses, including professional fees and the impact of debt restructurings Accounts Payable and Accrued Expenses (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) This note provides a detailed breakdown of the company's debt instruments, including conversions, repayments, and troubled debt restructurings - 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) This note details changes in stockholders' deficit, including common stock issuances, private placements, and the settlement of deferred underwriter fees - 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 gross proceeds through subscription agreements in June 2025[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) This note presents the calculation of basic and diluted net income or loss per share, including the impact of anti-dilutive securities Net Income (Loss) per Share (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) This note details the stock-based compensation expense recognized across various functional areas for the reported periods 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) This note provides a breakdown of outstanding stock warrants, distinguishing between liability and equity classified warrants and explaining changes Stock Warrants Outstanding | 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) This note details the fair value measurements of the company's financial assets and liabilities, including crypto assets, warrants, and debt instruments Fair Value Measurements (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) This note discloses significant transactions with related parties, primarily involving debt conversions and equity issuances - 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) This note outlines the company's lease commitments and confirms the absence of material legal proceedings - 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) This note reports significant events occurring after the balance sheet date, including new legislation, vendor settlements, and amended loan agreements - 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) This section provides a high-level description of OneMedNet's business, focusing on its solutions for digital medical image management and exchange - 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) This section explains the primary revenue and expense categories within the consolidated statements of operations and their recognition policies - 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) This section analyzes the company's financial performance by comparing key financial metrics and trends across different reporting periods [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) This section provides a detailed comparative analysis of the company's financial performance for the three-month periods ended June 30, 2025 and 2024 Results of Operations (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 (**$0.9 million**)[146](index=146&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and 2024](index=33&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) This section provides a detailed comparative analysis of the company's financial performance for the six-month periods ended June 30, 2025 and 2024 Results of Operations (In thousands) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | 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) This section assesses the company's ability to generate and manage cash, detailing cash flows from operating, investing, and financing activities 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) This section outlines the company's financial obligations and assesses its ability to continue operations, highlighting liquidity challenges and the need for additional funding - 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 (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) This section discusses the accounting policies and estimates that require significant judgment and can materially impact the company's financial reporting - 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) This section provides an overview of new accounting standards and their potential impact on the company's financial statements and disclosures - 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) This part provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales [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) This section formally certifies the accuracy and completeness of the financial report by authorized company officials - 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)

Core Insights - OneMedNet Corporation has achieved a greater than 25% expansion of its proprietary iRWD™ network and platform, enhancing its operational capacity and growth trajectory with the addition of over 5 billion administrative records [1][8] - The company is responding to the rising demand for high-quality longitudinal data and insights into health economics and social determinants of health, particularly for underserved populations [2][8] - OneMedNet's iRWD™ network now includes over 1,750 healthcare sites, providing access to 34 million patients and 136 million clinical exams, positioning the company for significant revenue growth through increased data licensing and enterprise partnerships [8] Company Overview - OneMedNet is a leader in AI-powered Real-World Data (RWD), utilizing its iRWD™ platform to harness data from healthcare sites, which fuels innovation in drug development and medical devices [5] - The company emphasizes the importance of clinical integrity in Real-World Evidence, enabling stakeholders in life sciences and healthcare to generate actionable insights reflective of real-world care delivery [4] - The RWE industry is valued at $60 billion, and OneMedNet aims to be at the forefront of this transformation, making evidence generation faster and more effective [4] Market Position - The expansion of OneMedNet's network reinforces its position as a premier data partner, laying the foundation for accelerated revenue generation and customer acquisition [3][8] - The company’s proprietary AI technology anonymizes data for various industries, including finance and retail, showcasing its versatility beyond healthcare [6]

Core Insights - Onco-Innovations Limited's subsidiary, Inka Health Corp., has been selected by OneMedNet Corporation to lead a data analytics initiative aimed at improving cancer therapy market access through the use of external control arms (ECAs) [1][3][5] - The project leverages OneMedNet's regulatory-grade patient data to potentially accelerate treatment access and reduce the costs associated with traditional clinical trials [1][2][3] - The Real-World Evidence (RWE) market is projected to exceed $4.6 billion globally by 2030, indicating significant growth potential for this initiative [1][2] Company Overview - Onco-Innovations Limited is focused on cancer research and treatment, specializing in oncology and aiming to innovate solutions for cancer prevention and treatment [10] - Inka Health utilizes advanced causal AI through its SynoGraph platform to enhance oncology research and drug development, aiming to optimize treatment decisions and clinical trial designs [9] - OneMedNet is revolutionizing Real-World Data (RWD) utilization, providing diverse and longitudinal datasets that support healthcare innovation and regulatory-grade evidence generation [7][8] Project Details - The multi-phase project aims to replicate traditional clinical trial results using OneMedNet's oncology dataset, offering a more efficient path for regulatory and reimbursement approvals [3][4] - The initial focus will be on non-small cell lung cancer (NSCLC), a significant area where real-world insights can improve patient access to therapies [4][5] - The collaboration is expected to produce a scientific abstract for ISPOR Europe 2025, highlighting Inka Health's leadership in applying AI and RWD in oncology [5][6]

Core Insights - OneMedNet Corporation is experiencing strong momentum in 2025, with significant achievements in expanding market presence and enhancing its AI-powered Real-World Data platform [1][2] - The company has onboarded five major data marketplaces and surpassed 121 million clinical exams in its network, indicating robust growth and demand for de-identified data [1][4] Company Highlights - **AI-Powered Platform**: OneMedNet's federated iRWD™ platform utilizes cost-effective AI tools for data search, de-identification, and curation across various industries, including healthcare, finance, telecom, and retail [4] - **Expanded Market Reach**: Partnerships with five leading data marketplaces, including Amazon Data Exchange and HealthVerity, enhance the company's position in the healthcare data ecosystem [4] - **Network Growth**: The company has established partnerships with over 1,400 healthcare provider sites, leading to an organic growth of approximately 5% annually in its medical imaging-rich RWD repository [4] - **Amplified Brand Presence**: Increased participation in industry events has resulted in over 130 qualified leads, a threefold increase from previous years, reflecting rising market interest [4] - **Diverse Customer Base**: Leading life sciences organizations license OneMedNet's regulatory-grade datasets for clinical trials and AI model development, showcasing strong market validation [4] - **Regulatory Compliance**: The datasets meet stringent FDA and international standards, facilitating real-world evidence for regulatory submissions and research [4] Industry Opportunity - The demand for Real-World Data (RWD) is increasing as traditional clinical trial models are being disrupted, with regulators encouraging the use of RWE in the approval process [5] - According to McKinsey, generative AI and RWD could unlock between $60 billion to $110 billion in annual value across the pharmaceutical and medical-device sectors, with healthcare data projected to grow at a 36% CAGR through 2030 [6] Business Model - OneMedNet has introduced a subscription-based Data License Agreement (DLA) structure to drive Annual Recurring Revenue (ARR), allowing near real-time data updates and enhancing scalability [7] Strategic Focus - The company's strategy is anchored on three pillars: Platform, Partners, and People, leveraging its AI capabilities, growing network, and experienced leadership to execute its vision [8]

Core Viewpoint - OneMedNet Corporation has successfully raised approximately $3.7 million through private placement transactions at a price of $0.42 per share, with participation from the company's founders and directors [1][2]. Financial Actions - The proceeds from the private placements will be utilized for working capital and general corporate purposes [2]. - The company has achieved a 60% reduction in total liabilities, settling or converting approximately $11.0 million of current liabilities as of March 31, 2025 [3]. - Specific financial actions include settling approximately $3.26 million of deferred underwriter fees, $1.08 million in trade payables, and converting $6.56 million of principal and interest into common stock [8]. Company Overview - OneMedNet is a leader in providing regulatory-grade imaging Real-World Data (iRWD), leveraging data from over 1,400 healthcare sites to drive innovation in healthcare [6]. - The company’s iRWD™ platform supports advancements in various medical fields, including rare diseases, oncology, and cardiology, by delivering precision insights [6]. - Beyond healthcare, OneMedNet's proprietary AI technology anonymizes data for other industries such as finance, retail, and telecom, enhancing data security and project de-risking [7].

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section clarifies that the report contains forward-looking statements based on current expectations, subject to risks and uncertainties that could cause actual results to differ materially [Overview of Forward-Looking Statements](index=4&type=section&id=Overview%20of%20Forward-Looking%20Statements) This section clarifies that the report contains forward-looking statements based on current expectations, subject to risks and uncertainties that could cause actual results to differ materially - The report contains **forward-looking statements**, which are predictions based on current expectations and projections about future events and financial trends[8](index=8&type=chunk) - Forward-looking statements are identifiable by terms such as '**anticipate**,' '**believe**,' '**continue**,' '**could**,' '**depends**,' '**estimate**,' '**expects**,' '**intend**,' '**may**,' '**ongoing**,' '**plan**,' '**potential**,' '**predict**,' '**project**,' '**should**,' '**will**,' '**would**' or their negatives[8](index=8&type=chunk) [Risks and Uncertainties](index=4&type=section&id=Risks%20and%20Uncertainties) The Company's operations involve numerous risks and uncertainties, many outside its control, which could materially affect its financial results and future prospects - Operations involve **risks and uncertainties**, many outside control, that could materially affect results[9](index=9&type=chunk) - **Key risks** include projected financial position, cash burn rate, ability to continue as a **going concern**, ability to raise additional capital, ability to reverse revenue decline, intellectual property protection, reliance on third-party suppliers, competition, personnel retention, potential lawsuits, and changes in demand due to geopolitical/macroeconomic conditions[10](index=10&type=chunk)[14](index=14&type=chunk) [Part I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the Company's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents OneMedNet Corporation's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and comprehensive explanatory notes [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This table provides a snapshot of the Company's financial position at specific points in time, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $144 | $172 | | Investment in crypto assets – Bitcoin | $793 | $2,849 | | Total current assets | $1,631 | $3,619 | | Total assets | $1,732 | $3,727 | | Total current liabilities | $18,154 | $19,228 | | Total liabilities | $18,282 | $19,677 | | Total stockholders' deficit | $(16,550) | $(15,950) | [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This table details the Company's revenues, expenses, and net loss over specific periods, reflecting operational performance Condensed Consolidated Statements of Operations (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Subscription revenue | $58 | $201 | | Web imaging revenue | $79 | $47 | | Total revenue | $137 | $248 | | Cost of revenue | $361 | $317 | | Gross margin | $(224) | $(69) | | Total operating expenses | $2,000 | $2,032 | | Loss from operations | $(2,224) | $(2,101) | | Total other (income) expense, net | $(322) | $8 | | Net loss | $(1,902) | $(2,109) | | Basic and diluted net loss per common share outstanding | $(0.06) | $(0.08) | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This table outlines changes in the Company's equity components, including common stock, additional paid-in capital, and accumulated deficit Changes in Stockholders' Deficit (in thousands, except share data) | Item | Balance as of Dec 31, 2024 (in thousands) | Issuance of common stock (private placement) (in thousands) | Partial conversion of Yorkville Note (in thousands) | Stock-based compensation expense (in thousands) | Net loss (in thousands) | Balance as of Mar 31, 2025 (in thousands) | | :-------------------------------- | :------------------------- | :----------------------------------- | :--------------------------------- | :------------------------------- | :--------- | :------------------------- | | Common Stock Shares | 28,175,172 | 1,473,696 | 1,111,708 | - | - | 30,760,576 | | Common Stock Amount | $2 | $- | $- | $- | $- | $2 | | Additional Paid-in Capital | $86,146 | $- | $1,094 | $208 | $- | $87,448 | | Accumulated Deficit | $(101,569) | $- | $- | $- | $(1,902) | $(103,471) | | Total Stockholders' Deficit | $(15,950) | $- | $1,094 | $208 | $(1,902) | $(16,550) | Changes in Stockholders' Deficit (in thousands, except share data) | Item | Balance as of Dec 31, 2023 (in thousands) | Issuance of common stock (underwriter fee) (in thousands) | Stock-based compensation expense (in thousands) | Repurchase of common stock (in thousands) | Net loss (in thousands) | Balance as of Mar 31, 2024 (in thousands) | | :-------------------------------- | :------------------------- | :----------------------------------------- | :------------------------------- | :------------------------- | :--------- | :------------------------- | | Common Stock Shares | 23,572,232 | 277,778 | - | - | - | 23,850,010 | | Common Stock Amount | $2 | $- | $- | $- | $- | $2 | | Additional Paid-in Capital | $77,996 | $242 | $137 | $- | $- | $78,375 | | Accumulated Deficit | $(91,440) | $- | $- | $- | $(2,109) | $(93,549) | | Total Stockholders' Deficit | $(13,442) | $242 | $137 | $(529) | $(2,109) | $(15,701) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This table summarizes the Company's cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(1,948) | $(1,547) | | Net cash provided by (used in) investing activities | $1,920 | $(6) | | Net cash provided by financing activities | $- | $1,680 | | Net (decrease) increase in cash and cash equivalents | $(28) | $127 | | Cash and cash equivalents at end of period | $144 | $174 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [1. Description of Business](index=10&type=section&id=1.%20Description%20of%20Business) This note describes OneMedNet Corporation's core business, financial performance, going concern status, and investment in crypto assets - OneMedNet Corporation is a **healthcare software company** focused on digital medical image management, exchange, and sharing, founded in Delaware on November 20, 2015[30](index=30&type=chunk) - The Company incurred a net loss of **$1.9 million** for the three months ended March 31, 2025, and had an accumulated deficit of **$103.5 million**, raising substantial doubt about its ability to continue as a **going concern**[35](index=35&type=chunk) - Management plans to raise additional working capital through equity or debt offerings to fund operations for at least **12 months**[36](index=36&type=chunk) - The Company has invested in **Bitcoin**, a crypto asset, which is subject to high price volatility, regulatory risks, and is not insured by FDIC or SIPC[38](index=38&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies and recent accounting pronouncements relevant to the Company's financial reporting - The Company is an '**emerging growth company**' and has elected to use the extended transition period for complying with new or revised accounting standards[43](index=43&type=chunk) - Effective January 1, 2025, the Company retrospectively adopted **ASU 2023-07, Segment Reporting**, requiring disclosures about reportable segments' significant expenses[44](index=44&type=chunk) - The Company is evaluating the impact of **ASU 2023-09** (Improvements to Income Tax Disclosures, effective after Dec 15, 2024) and **ASU 2024-03** (Disaggregation of Income Statement Expenses, effective after Dec 15, 2026)[45](index=45&type=chunk)[46](index=46&type=chunk) [3. Segment Information](index=12&type=section&id=3.%20Segment%20Information) This note details the Company's operating segments and revenue distribution across different geographic regions - The Company operates and reports as a **single reportable segment** focused on digital medical image management, exchange, and sharing[47](index=47&type=chunk) Total Revenue by Geographic Region (in thousands) | Region | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------ | :-------------------------------- | :-------------------------------- | | Americas | $119 | $177 | | Europe and Middle East | $4 | $71 | | Asia Pacific | $14 | $- | | Total | $137 | $248 | [4. Crypto Assets Held](index=12&type=section&id=4.%20Crypto%20Assets%20Held) This note provides details on the Company's investment in Bitcoin, including cost basis, fair value, and disposition activities Investment in Crypto Assets – Bitcoin (in thousands) | Item | Units | Cost Basis (in thousands) | Fair Value (in thousands) | | :---------- | :---- | :--------- | :--------- | | Bitcoin | 10 | $657 | $793 | Reconciliation of Fair Values of Bitcoin (in thousands) | Item | Bitcoin (in thousands) | | :-------------------------- | :------ | | Balance, December 31, 2024 | $2,849 | | Dispositions | $(1,394) | | Unrealized loss, net | $(662) | | Balance, March 31, 2025 | $793 | - Bitcoin dispositions of **$1.4 million** during Q1 2025, including **$0.5 million** in realized gains, were made to support operational cash requirements[50](index=50&type=chunk) [5. Convertible Debt](index=13&type=section&id=5.%20Convertible%20Debt) This note details the Company's convertible debt instruments, including PIPE Notes, shareholder loans, and the Yorkville Note, and their fair value changes - PIPE Notes, convertible into common stock, had a fair value of **$1.6 million** as of March 31, 2025, down from **$1.7 million** at December 31, 2024[51](index=51&type=chunk)[52](index=52&type=chunk) - Shareholder loans from a related party investor totaled **$1.6 million**, convertible into **2,123,312 shares** of Common Stock at **$0.7535 per share**[53](index=53&type=chunk) - The Yorkville Note, issued for **$1.35 million** cash, is convertible into Common Stock. Events of default occurred due to failure to file Form 10-Q and a resale registration statement, potentially increasing the interest rate to **18%** and making the principal immediately due[55](index=55&type=chunk) - Yorkville converted **$0.2 million**, **$0.6 million**, and **$0.2 million** of outstanding principal into **245,007**, **650,026**, and **216,675 shares** of Common Stock, respectively, in late 2024 and early 2025[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - The Yorkville Note's fair value decreased from **$1.7 million** at December 31, 2024, to **$0.6 million** at March 31, 2025[60](index=60&type=chunk) [6. Stockholders' Deficit](index=15&type=section&id=6.%20Stockholders'%20Deficit) This note describes the Company's Standby Equity Purchase Agreement (SEPA) with Yorkville and the related derivative liability - The Company has a Standby Equity Purchase Agreement (SEPA) with Yorkville, allowing it to sell up to **$25.0 million** of Common Stock over **24 months**, subject to conditions including an effective resale shelf registration statement[61](index=61&type=chunk)[62](index=62&type=chunk) - An event of default occurred under the SEPA due to the Company's failure to file a resale registration statement for Yorkville's shares by **August 30, 2024**[66](index=66&type=chunk) - The SEPA was accounted for as a liability under **ASC 815**, with the derivative liability related to the embedded put option estimated at **$0.1 million** as of March 31, 2025, down from **$0.4 million** at December 31, 2024[67](index=67&type=chunk) [7. Net Loss per Share](index=16&type=section&id=7.%20Net%20Loss%20per%20Share) This note lists potentially dilutive securities excluded from the calculation of diluted net loss per share Potentially Dilutive Securities Excluded from Diluted Net Loss per Share | Item | Three Months Ended March 31, 2025 (shares) | Three Months Ended March 31, 2024 (shares) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Options to purchase Common Stock | 147,000 | 147,000 | | Unvested restricted stock units | 1,912,895 | 1,708,023 | | Warrants for Common Stock | 12,364,114 | 12,181,019 | | Convertible debt | 5,468,831 | 2,799,420 | | Deferred underwriter fees | 3,174,999 | 3,174,999 | | Loan extensions | 3,274,182 | 3,274,182 | | Total | 26,342,021 | 23,284,643 | [8. Stock-Based Compensation](index=16&type=section&id=8.%20Stock-Based%20Compensation) This note details the stock-based compensation expense recognized across various categories for the reported periods Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Cost of revenue | $3 | $4 | | General and administrative | $201 | $127 | | Sales and marketing | $1 | $2 | | Research and development | $3 | $4 | | Total stock-based compensation expense | $208 | $137 | [9. Stock Warrants](index=16&type=section&id=9.%20Stock%20Warrants) This note provides a breakdown of the Company's outstanding liability-classified and equity-classified stock warrants Warrants Outstanding | Type of Warrant | As of March 31, 2025 (warrants) | As of December 31, 2024 (warrants) | | :-------------------------- | :------------------- | :-------------------- | | Liability Classified Warrants | 681,019 | 681,019 | | Equity Classified Warrants | 13,749,939 | 13,749,939 | | Grand Total | 14,430,958 | 14,430,958 | [10. Fair Value Measurements](index=17&type=section&id=10.%20Fair%20Value%20Measurements) This note presents the fair value measurements for the Company's crypto assets, warrants, convertible debt, and derivative liabilities Assets and Liabilities Measured at Fair Value (in thousands) | Item | March 31, 2025 (Total, in thousands) | December 31, 2024 (Total, in thousands) | | :-------------------------------- | :--------------------- | :------------------------ | | Investment in crypto assets – Bitcoin | $793 | $2,849 | | Business Combination Warrants | $15 | $12 | | PIPE Warrants | $3 | $3 | | PIPE Notes | $1,601 | $1,734 | | Yorkville Note | $594 | $1,718 | | SEPA derivative liability | $110 | $434 | | Total liabilities, at fair value | $2,323 | $3,901 | - Fair value of Business Combination Warrants increased from **$12 thousand** to **$15 thousand**, while PIPE Warrants remained at **$3 thousand**, from December 31, 2024, to March 31, 2025[72](index=72&type=chunk) - The fair value of PIPE Notes decreased by **$133 thousand**, and Yorkville Note decreased by **$30 thousand** due to conversions and changes in fair value during the three months ended March 31, 2025[74](index=74&type=chunk) - The SEPA derivative liability's fair value decreased by **$324 thousand** to **$110 thousand** as of March 31, 2025, primarily due to changes in expected stock price projections[75](index=75&type=chunk) [11. Related Party Transactions](index=19&type=section&id=11.%20Related%20Party%20Transactions) This note discloses transactions with related parties, including PIPE Notes, warrants, shareholder loans, and loan extensions - Related party investors contributed **$1.0 million** of the **$1.5 million** PIPE Notes and received **63,829** of the **95,744** PIPE Warrants[76](index=76&type=chunk) Shareholder Loans Outstanding (in thousands) | Loan Type | As of March 31, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :-------------------------- | :------------------- | :-------------------- | | Shareholder loans – nonconvertible | $654 | $654 | | Shareholder loans – convertible | $1,600 | $1,600 | | Accrued interest | $78 | $65 | | Total loan – related party | $2,332 | $2,319 | - Loan extensions to related parties totaling **$3.0 million** remain outstanding as of March 31, 2025, pending the effectiveness of a registration statement for conversion into common stock[78](index=78&type=chunk) [12. Commitments and Contingencies](index=19&type=section&id=12.%20Commitments%20and%20Contingencies) This note outlines the Company's lease commitments and confirms the absence of material legal proceedings - The Company has a month-to-month lease for **$530 per month**, incurring **$2 thousand** in rent expense for the three months ended March 31, 2025 and 2024[79](index=79&type=chunk) - The Company was not subject to any material legal proceedings during the three months ended March 31, 2025 and 2024[80](index=80&type=chunk) [13. Subsequent Events](index=19&type=section&id=13.%20Subsequent%20Events) This note reports on significant events that occurred after the balance sheet date, specifically equity sales to related party investors - Between April and May 2025, the Company issued and sold **1,904,762 shares** of Common Stock to two related party investors for approximately **$0.8 million** in gross proceeds[82](index=82&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&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 for the three months ended March 31, 2025 [Company Overview](index=20&type=section&id=Company%20Overview) This section provides an overview of OneMedNet's business, focusing on its digital medical image management and exchange solutions - OneMedNet provides solutions for digital medical image management, exchange, and sharing, primarily through its **iRWD™ solution** for secure de-identification, search, and curation of clinical image archives[85](index=85&type=chunk) - The Company's revenue streams are **iRWD** (Real World Data) for regulatory-grade imaging and clinical data, and **BEAM**, a medical imaging exchange platform[86](index=86&type=chunk) [Key Components of Consolidated Statements of Operations](index=20&type=section&id=Key%20Components%20of%20Consolidated%20Statements%20of%20Operations) This section explains the recognition methods for iRWD and BEAM revenue, along with the components of cost of revenue and other income/expenses - **iRWD revenue** is recognized on a fixed-fee basis upon data delivery, while **BEAM revenue** is subscription-based and recognized ratably over the contract period[86](index=86&type=chunk) - Cost of revenue includes hosting, labor, and data costs[88](index=88&type=chunk) - Other (income) expenses, net, primarily includes changes in fair value of PIPE Notes, Yorkville Note, warrants, Bitcoin holdings, and SEPA derivative liability[94](index=94&type=chunk)[95](index=95&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) This section analyzes the Company's financial performance, including revenue, cost of revenue, operating expenses, and net loss, for the reported periods Consolidated Statements of Operations Data (in thousands) | Item | March 31, 2025 (in thousands) | March 31, 2024 (in thousands) | Change ($ in thousands) | Change (%) | | :------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Total revenue | $137 | $248 | $(111) | -45% | | Cost of revenue | $361 | $317 | $44 | 14% | | Gross margin | $(224) | $(69) | $(155) | 225% | | Total operating expenses | $2,000 | $2,032 | $(32) | -2% | | Loss from operations | $(2,224) | $(2,101) | $(123) | 6% | | Total other (income) expense, net | $(322) | $8 | $(330) | -4,125% | | Net loss | $(1,902) | $(2,109) | $207 | -10% | - Total revenue decreased by **45%** (**$111 thousand**) primarily due to a **71% decrease** in subscription revenue from the planned discontinuation of the BEAM platform, partially offset by a **68% increase** in web imaging revenue due to enhanced focus on iRWD sales[99](index=99&type=chunk) - Cost of revenue as a percentage of revenue increased by **136%** (from **128% to 264%**) due to lower subscription revenue from BEAM discontinuation and higher iRWD data/personnel costs[100](index=100&type=chunk) - Sales and marketing expense increased by **27%** (**$61 thousand**) due to increased headcount, while research and development expense decreased by **22%** (**$97 thousand**) due to reduced personnel and software/hosting costs as resources shifted to iRWD sales growth[102](index=102&type=chunk)[103](index=103&type=chunk) - The Company recognized a **$662 thousand** change in fair value of crypto assets (Bitcoin) and a **$531 thousand** realized gain on sale of Bitcoin for the three months ended March 31, 2025, as it began investing in Bitcoin in Q3 2024[108](index=108&type=chunk)[109](index=109&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's sources and uses of cash, its ability to meet short-term obligations, and plans for future funding - Principal sources of liquidity as of March 31, 2025, were proceeds from related party investors, private placement transactions, and customer cash receipts[111](index=111&type=chunk) Net Cash Provided by (Used in) Activities (in thousands) | Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Operating activities | $(1,948) | $(1,547) | | Investing activities | $1,920 | $(6) | | Financing activities | $- | $1,680 | - Net cash provided by investing activities was **$1.9 million** in Q1 2025, primarily from **$1.9 million** in Bitcoin sales, compared to **$6 thousand** used in Q1 2024[115](index=115&type=chunk) - The Company did not engage in financing activities in Q1 2025, whereas in Q1 2024, it received **$1.7 million** from shareholder loans and a revolving line of credit[116](index=116&type=chunk) - Management believes current cash and cash equivalents are insufficient for the next **12 months**, raising substantial doubt about the Company's ability to continue as a **going concern**, and plans to raise additional funds through debt and equity offerings[117](index=117&type=chunk) Current and Long-Term Material Cash Requirements as of March 31, 2025 (in thousands) | Obligation | Total (in thousands) | Less than 1 year (in thousands) | | :-------------------------------- | :------ | :--------------- | | Accounts payable & accrued expenses | $6,870 | $6,870 | | Loan extensions | $2,992 | $2,992 | | Deferred underwriter fee payable | $3,262 | $3,262 | | Loan, related party | $2,332 | $2,332 | | PIPE Notes | $1,601 | $1,601 | | Yorkville Note | $594 | $594 | | Total | $17,651 | $17,651 | [Critical Accounting Policies and Estimates](index=26&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the Company's reliance on estimates and judgments in financial reporting and notes no material changes to policies - The Company's financial statements rely on estimates, assumptions, and judgments that can significantly impact reported revenue, results of operations, and balance sheet values[120](index=120&type=chunk) - No material changes to critical accounting policies and estimates were reported through March 31, 2025, compared to those discussed in the Form 10-K[121](index=121&type=chunk) [Recently Issued and Adopted Accounting Pronouncements](index=26&type=section&id=Recently%20Issued%20and%20Adopted%20Accounting%20Pronouncements) This section refers to Note 2 for details on recently issued accounting pronouncements and their potential impact on the Company - A description of recently issued accounting pronouncements that may potentially impact the Company's financial position and results of operations is disclosed in **Note 2** to the condensed consolidated financial statements[122](index=122&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&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 - The Company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[123](index=123&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to material weaknesses in internal controls over financial reporting - As of March 31, 2025, disclosure controls and procedures were **ineffective** due to **material weaknesses** in internal controls over financial reporting[124](index=124&type=chunk) - Material weaknesses include issues with user access/segregation of duties, lack of a formalized control environment, errors in accounting for non-routine transactions, and insufficient record keeping, partly due to the Business Combination and limited accounting staff[125](index=125&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2025[126](index=126&type=chunk) [Part II. Other Information](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently party to any legal proceedings that would materially adversely affect its business or financial condition - The Company is not currently involved in any **material legal proceedings** that would adversely affect its business, operating results, financial condition, or cash flows[128](index=128&type=chunk) [Item 1A. Risk Factors](index=27&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 - No **material changes** to risk factors have occurred since those disclosed in the Form 10-K and other public filings[129](index=129&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company did not have any unregistered sales of equity securities not previously reported in a Form 8-K during the three months ended March 31, 2025 - No unregistered sales of equity securities not previously reported in a Form 8-K occurred during the three months ended March 31, 2025[130](index=130&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[130](index=130&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[131](index=131&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025 - No director or officer adopted or terminated a **Rule 10b5-1** or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[132](index=132&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the documents filed as exhibits to the Quarterly Report on Form 10-Q, including corporate governance documents and certifications - Exhibits include the Third Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, CEO and CFO certifications (**31.1, 31.2, 32.1, 32.2**), and Inline XBRL Taxonomy Extension documents[133](index=133&type=chunk) [Signatures](index=29&type=section&id=SIGNATURES) This section contains the official signatures certifying the accuracy and completeness of the report [Report Signatures](index=29&type=section&id=Report%20Signatures) The report was duly signed on behalf of OneMedNet Corporation by Robert Golden, Chief Financial Officer, on May 14, 2025 - The report was signed by **Robert Golden**, Chief Financial Officer, on behalf of OneMedNet Corporation on **May 14, 2025**[137](index=137&type=chunk)[138](index=138&type=chunk)

Core Insights - OneMedNet Corporation has expanded its capabilities within the Datavant Connect platform to enhance healthcare data discovery, analytics, and partner assessment processes, emphasizing the importance of secure and scalable data solutions in healthcare innovation [1][4] - The healthcare industry is generating vast amounts of health-related data, which is often fragmented and siloed, creating challenges in accessibility and usability [2][5] - OneMedNet will utilize AWS Clean Rooms to provide secure collaboration environments for data partner assessment, enhancing data security and privacy without direct data movement [3][4] Company Overview - OneMedNet is a leader in providing regulatory-grade imaging Real-World Data (iRWD), leveraging over 1,400 healthcare sites to unlock the potential of healthcare data [5] - The company’s iRWD™ platform supports various sectors, including rare diseases, oncology, and cardiology, delivering insights that drive innovation in patient care and healthcare disruption [5][6] - Beyond healthcare, OneMedNet's AI technology anonymizes data for other industries such as finance and retail, enabling secure data sharing and project de-risking [6]

Core Insights - HealthVerity has integrated OneMedNet's regulatory-grade imaging Real-World Data (iRWD) into its HealthVerity Marketplace, enhancing the availability of advanced imaging data for life sciences research [1][3] - The integration includes data from over 1,400 healthcare systems and provider sites, encompassing more than 121 million clinical exams from 31 million unique patients, providing valuable insights beyond structured data [2][4] - This collaboration aims to improve the depth of real-world data available to clients, facilitating informed clinical development and commercialization decisions [3][4] Company Overview - HealthVerity is a leader in privacy-protected real-world data exchange, transforming how healthcare and life sciences organizations connect and analyze disparate patient data [4] - OneMedNet Corporation specializes in unlocking the value of regulatory-grade imaging real-world data through its iRWD platform, ensuring secure and privacy-compliant access to extensive imaging datasets [5]

Core Insights - OneMedNet has formed a strategic partnership with Protege to provide real-time access to multimodal patient data for AI developers and researchers, enhancing the development of AI solutions in healthcare [1][2][5] - The collaboration aims to improve the precision and relevance of AI models, ultimately enhancing patient outcomes and driving medical breakthroughs [2][5] - OneMedNet's data includes deep clinical information beyond traditional electronic health records, such as medical imaging and various diagnostic modalities, ensuring a comprehensive dataset for AI applications [3][7] Company Overview - OneMedNet is a leader in AI-powered Real-World Data, utilizing over 1,400 healthcare sites through its iRWD™ platform to provide valuable insights for drugmakers and medical device innovators [7] - The company focuses on delivering precision insights across various medical fields, including rare diseases, oncology, and cardiology, aiming to redefine patient care [7] - Protege serves as a platform for AI training data, facilitating compliant data exchange and supporting the creation of thoughtful AI solutions [6]