UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40386

ONEMEDNET CORPORATION

(Exact name of Registrant as specified in its Charter)

Delaware

86-2076743

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6385 Old Shady Oak Road, Suite 250

Eden Prairie, Minnesota

55344

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 918-7189

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ONMD	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	ONMDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2026, there were 59,286,450 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

		Page

	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii

PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	1
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2026 and 2025	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
Signature		27

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q (this “Report”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Report are forward-looking statements. The forward-looking statements in this Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs.

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this Report include, without limitation, statements reflecting management’s expectations regarding future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, liquidity, operating expenses, and enhancement of our internal control structure.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this Report and other documents we file with the SEC. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:

	●	our projected financial position and estimated cash burn rate;

	●	our estimates regarding expenses, future revenues and capital requirements;

	●	our ability to continue as a going concern;

	●	our ability to raise substantial additional capital in sufficient amounts or on acceptable terms to fund our operations and our business plan;

	●	risks inherent with investing in Bitcoin, including Bitcoin’s volatility;

	●	our ability to implement our Bitcoin treasury strategy and its effects on our business;

	●	our ability to reverse the recent decline in our revenue and resume growing our revenue;

	●	our ability to obtain and maintain intellectual property protection for our current products and services;

	●	our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

	●	the possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against these claims;
	●	our reliance on third-party suppliers;

	●	the success of competing products or services that are or become available;

	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

	●	the potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and services; and

	●	changes in demand for our products and services as a result of geopolitical and/or macroeconomic conditions.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report to conform these statements to actual results or to changes in our expectations.

You should read this Report and the documents that we incorporate by reference in this Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements including those described in this Report and in the “Risk Factors” section of our Annual Report on Form 10-K and other documents we file with the Securities and Exchange Commission.

iii

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

ONEMEDNET CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	June 30, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	358		$	585
Investment in crypto assets – Bitcoin		-			506
Accounts receivable, net		664			495
Prepaid expenses and other current assets		291			509
Total current assets		1,313			2,095
Property and equipment, net		51			56
Total assets	$	1,364		$	2,151
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	3,474		$	3,496
Deferred revenues		683			389
Loans payable		569			754
2024 SEPA put option liability		-			186
Total current liabilities		4,726			4,825
Loans payable, net of current portion		132			220
Warrant liabilities		24			71
Total liabilities		4,882			5,116
Commitments and contingencies (Note 13)		-			-
Stockholders’ deficit:
Preferred Stock, par value $0.0001, 1,000,000 shares authorized at June 30, 2026 and December 31, 2025; no shares issued and outstanding at June 30, 2026 and December 31, 2025		-			-
Common Stock, par value $0.0001, 100,000,000 shares authorized, 57,909,088 shares issued and 57,721,343 shares outstanding at June 30, 2026, and 51,984,473 shares issued and 51,796,728 shares outstanding at December 31, 2025		5			5
Additional paid-in capital		106,001			101,929
Treasury stock, at cost, 187,745 shares at June 30, 2026 and December 31, 2025		(529	)		(529	)
Accumulated deficit		(108,995	)		(104,370	)
Total stockholders’ deficit		(3,518	)		(2,965	)
Total liabilities and stockholders’ deficit	$	1,364		$	2,151

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ONEMEDNET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue
Subscription revenue	$	-		$	47		$	-		$	105
Data delivery revenue		292			108			388			187
Total revenue		292			155			388			292
Cost of revenue		857			396			1,542			737
Gross margin		(565	)		(241	)		(1,154	)		(445	)
Operating expenses
General and administrative		981			1,183			2,254			2,615
Sales and marketing		391			257			769			542
Research and development		324			382			636			749
Total operating expenses		1,696			1,822			3,659			3,906
Loss from operations		(2,261	)		(2,063	)		(4,813	)		(4,351	)
Other expense (income), net
Interest expense		9			22			19			52
Change in fair value of warrants		(31	)		-			(47	)		3
Change in fair value of convertible notes		-			(1,122	)		-			(1,285	)
Change in fair value of crypto assets – Bitcoin		(45	)		174			(147	)		837
Realized loss (gain) on sale of crypto assets – Bitcoin		46			(314	)		234			(844	)
Change in fair value of 2024 SEPA derivative liabilities		(66	)		(110	)		(245	)		(434	)
Gain on troubled debt restructurings		-			(3,707	)		-			(3,707	)
Other (income) expense		(2	)		12			(2	)		(53	)
Total other income, net		(89	)		(5,045	)		(188	)		(5,431	)
Net (loss) income	$	(2,172	)	$	2,982		$	(4,625	)	$	1,080
Net (loss) income per share attributable to common shares – basic	$	(0.04	)	$	0.07		$	(0.08	)	$	0.03
Weighted average shares of common stock outstanding – basic		58,019,837			36,835,945			56,793,139			35,477,382
Net (loss) income per share attributable to common shares – diluted	$	(0.04	)	$	0.07		$	(0.08	)	$	0.03
Weighted average shares of common stock outstanding – diluted		58,019,837			38,405,921			56,793,139			37,127,798

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ONEMEDNET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT

(In thousands, except share data)

(Unaudited)

Three and Six Months Ended June 30, 2026

	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
											Additional					Total
	Common Stock				Treasury Stock						Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balances as of December 31, 2025		51,984,473	$	5		(187,745	)	$	(529	)	$	101,929	$	(104,370	)	$	(2,965	)
Issuance of common stock in connection with 2024 SEPA		400,000		-		-			-			408		-			408
Issuance of common stock in connection with subscription agreement with related party		595,238		-		-			-			500		-			500
Stock-based compensation expense		-		-		-			-			431		-			431
Net loss		-		-		-			-			-		(2,453	)		(2,453	)
Balances as of March 31, 2026		52,979,711		5		(187,745	)		(529	)		103,268		(106,823	)		(4,079	)
Issuance of common stock in connection with 2024 SEPA		953,862		-		-			-			495		-			495
Issuance of common stock in connection with subscription agreements with related parties		1,943,203		-		-			-			1,550		-			1,550
Conversion of officer accrued salary into shares of common stock		219,429		-		-			-			182		-			182
Issuance of common stock in connection with exercise of pre-funded warrants		677,539		-		-			-			-		-			-
Issuance of common stock in connection with exercise of warrants		133,095		-		-			-			43		-			43
Vesting of restricted stock units		1,002,249		-		-			-			-		-			-
Stock-based compensation expense		-		-		-			-			463		-			463
Net loss		-		-		-			-			-		(2,172	)		(2,172	)
Balances as of June 30, 2026		57,909,088	$	5		(187,745	)	$	(529	)	$	106,001	$	(108,995	)	$	(3,518	)

Three and Six Months Ended June 30, 2025

											Additional					Total
	Common Stock				Treasury Stock						Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balances as of December 31, 2024		28,175,172	$	2		(187,745	)	$	(529	)	$	86,146	$	(101,569	)	$	(15,950	)
Issuance of common stock in connection with September 2024 private placement		1,473,696		-		-			-			-		-			-
Partial conversion of Yorkville Note		1,111,708		-		-			-			1,094		-			1,094
Stock-based compensation expense		-		-		-			-			208		-			208
Net loss		-		-		-			-			-		(1,902	)		(1,902	)
Balances as of March 31, 2025		30,760,576		2		(187,745	)		(529	)		87,448		(103,471	)		(16,550	)
Issuance of common stock in connection with settlement of vendor payable		250,000		-		-			-			111		-			111
Issuance of common stock upon partial conversion of Yorkville Note		754,854		-		-			-			298		-			298
Issuance of common stock upon conversion of loans with related parties		3,166,475		-		-			-			2,334		-			2,334
Issuance of common stock upon conversion of PIPE Notes		1,453,174		-		-			-			510		-			510
Issuance of common stock upon conversion of loan extensions with related parties		3,650,248		-		-			-			2,584		-			2,584
Issuance of common stock in connection with June 2025 private placement		3,390,923		-		-			-			2,497		-			2,497
Issuance of common stock in connection with private placement		3,390,923		-		-			-			2,497		-			2,497
Issuance of common stock in connection with subscription agreements with related parties		2,857,142		-		-			-			1,197		-			1,197
Stock-based compensation expense		-		-		-			-			197		-			197
Net income		-		-		-			-			-		2,982			2,982
Net (loss) income		-		-		-			-			-		2,982			2,982
Balances as of June 30, 2025		46,283,392	$	2		(187,745	)	$	(529	)	$	97,176	$	(100,489	)	$	(3,840	)

The accompanying notes are an integral part of these unaudited c