Chief Medical Officer Yu Jeffrey converted options into 2,307,549 shares, bought $959,586 worth of shares (2,010,479 units at $0.48) and was granted 245,000 shares, increasing direct ownership by 165% to 7,326,223 units (SEC Form 4)
$ONMD
Biotechnology: Commercial Physical & Biological Resarch
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OneMedNet Corp [ ONMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/17/2025 | C | 479,270(1) | A | $1.14 | 3,242,465 | D | |||
| Common Stock | 06/19/2025 | C | 1,828,279(2) | A | $0.71 | 5,070,744 | D | |||
| Common Stock | 06/20/2025 | P | 1,666,666(3) | A | $0.42 | 6,737,410 | D | |||
| Common Stock | 08/19/2025 | P | 16,500 | A | $0.77(4) | 6,753,910 | D | |||
| Common Stock | 08/21/2025 | P | 15,000 | A | $0.77 | 6,768,910 | D | |||
| Common Stock | 08/25/2025 | P | 13,300 | A | $0.75(5) | 6,782,210 | D | |||
| Common Stock | 08/26/2025 | P | 173,350 | A | $0.69(6) | 6,955,560 | D | |||
| Common Stock | 08/27/2025 | P | 21,374 | A | $0.69(7) | 6,976,934 | D | |||
| Common Stock | 08/28/2025 | P | 17,000 | A | $0.8(8) | 6,993,934 | D | |||
| Common Stock | 08/29/2025 | P | 10,890 | A | $0.82(9) | 7,004,824 | D | |||
| Common Stock | 09/02/2025 | P | 24,319 | A | $0.85(10) | 7,029,143 | D | |||
| Common Stock | 09/03/2025 | P | 11,670 | A | $0.81(11) | 7,040,813 | D | |||
| Common Stock | 09/04/2025 | P | 11,810 | A | $0.87(12) | 7,052,623 | D | |||
| Common Stock | 09/05/2025 | P | 2,100 | A | $0.86(13) | 7,054,723 | D | |||
| Common Stock | 09/18/2025 | P | 700 | A | $0.91(14) | 7,055,423 | D | |||
| Common Stock | 09/19/2025 | P | 1,250 | A | $0.89(15) | 7,056,673 | D | |||
| Common Stock | 09/22/2025 | P | 400 | A | $0.95(16) | 7,057,073 | D | |||
| Common Stock | 09/23/2025 | P | 5,700 | A | $0.93(17) | 7,062,773 | D | |||
| Common Stock | 09/24/2025 | P | 17,200 | A | $1.02(18) | 7,079,973 | D | |||
| Common Stock | 09/25/2025 | P | 1,250 | A | $1.03(19) | 7,081,223 | D | |||
| Common Stock | 11/24/2025 | A | 200,000(20) | A | $0.00 | 7,281,223 | D | |||
| Common Stock | 11/26/2025 | A | 45,000(21) | A | $0.00 | 7,326,223 | D | |||
| Common Stock | 1,311,970 | I | By trust for children(22) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Senior Secured Convertible Note | $1.14(1) | 06/17/2025 | C | 479,270 | (1) | (1) | Common Stock | 479,270(8) | $1.14(1) | 0 | D | ||||
| Warrants (Right to Buy | $11.5 | 05/09/2025 | P | 5,946 | 05/09/2025 | 11/07/2028 | Common Stock | 5,946 | $0.03 | 5,946 | D | ||||
| Explanation of Responses: |
| 1. On June 28, 2023, Data Knights Acquisition Corp. ("Data Knights") (the predecessor of the issuer) and certain investors, including the reporting person (collectively, the "Purchasers"), entered into a securities purchase agreement pursuant to which Data Knights issued and sold to the Purchasers senior secured convertible notes (the "PIPE Notes"), which are convertible into shares of common stock at each Purchasers' election, at a conversion price equal to the lower of (i) $10.00 per share, or (ii) 92.5% of the lowest volume weighted average trading price for the ten (10) trading days immediately preceding the conversion date, subject to a floor price of $1.14. The PIPE Notes matured on the first anniversary of the issuance date (November 7, 2024), subject to extension pursuant to the terms of the PIPE Notes. The conversion shares included accrued interest from the date of issuance. |
| 2. On June 19, 2025, the issuer entered into an agreement with the reporting person to convert an aggregate of approximately $1.3 million of outstanding principal and accrued interest under certain shareholder loans and business combination extension loans. |
| 3. On June 20, 2025, the issuer entered into a subscription agreement with the reporting person, pursuant which the issuer agreed to sell 1,666,666 shares of common stock to the reporting person at a purchase price of $0.42 per share, totaling $700,000 in gross proceeds to the issuer. |
| 4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.76 to $0.79, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in the footnotes of this report. |
| 5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.74 to $0.75, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.66 to $0.79, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.68 to $0.72, inclusive. |
| 8. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.78 to $0.81, inclusive. |
| 9. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.79 to $0.85, inclusive. |
| 10. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.83 to $0.88, inclusive. |
| 11. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.77 to $0.86, inclusive. |
| 12. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.84 to $0.92, inclusive. |
| 13. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.84 to $0.90, inclusive. |
| 14. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.89 to $0.94, inclusive. |
| 15. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.88 to $0.92, inclusive. |
| 16. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.93 to $0.99, inclusive. |
| 17. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.91 to $0.96, inclusive. |
| 18. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.01 to $1.05, inclusive. |
| 19. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.03 to $1.04, inclusive. |
| 20. Represents restricted stock units ("RSUs") granted under the OneMedNet Corporation 2022 Equity Incentive Plan (the "2022 Plan") as employment compensation. RSUs vest as to one-third (1/3) of the RSUs on the first anniversary of the vesting start date of January 1, 2025, with the remaining RSUs vesting thereafter in equal quarterly installments on the last day of each fiscal quarter over the subsequent two (2) years, provided that the recipient remains in continuous service through each vesting date. |
| 21. Represents RSUs granted as director compensation under the 2022 Plan for board service in fiscal year 2025. The RSUs vest on December 31, 2025, subject to the reporting person's continued service with the issuer through the vesting date. |
| 22. The shares are held by trust with an independent trustee, in which the reporting person has no investment control. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose. |
| /s/ Robert Golden, Attorney-in-Fact | 11/26/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||