Current Report · Items 5.02, 5.07, 9.01 · 8-K
OneMedNet Corp
ONMDNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item Departure 5.02. of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 18, 2026, OneMedNet Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast, at which the Company’s stockholders approved an amendment and…
Filed Sep 23, 2026Accepted Sep 23, 2026, 5:00 PM EDTCIK 1849380Accession 0001493152-26-043943
Company context
The Company is a healthcare software company with solutions focused on digital medical image management, exchange, and sharing. The Company was founded in Delaware on November 20, 2015. The Company has been solely focused on creating solutions that simplify digital medical image management, exchange, and sharing. The Company has one wholly-owned subsidiary, OneMedNet Technologies (Canada) Inc. (“ONMD Canada”), incorporated on October 16, 2015 under the provisions of the Business Corporations Act of British Columbia. The Company’s headquarters location is 6385 Old Shady Oak Road, Suite 250, Eden Prairie, Minnesota 55344 and its telephone number is 800-918-7189.
Current securities
Historical securities (3)
Disclosure sections
Items 5.02, 5.07, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item Departure
5.02. of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
September 18, 2026, OneMedNet Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”) as a virtual meeting online via live audio webcast, at which the Company’s stockholders approved an amendment and
restatement of the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan (as amended and restated, the “2022 Plan”).
The 2022 Plan was amended to increase the number of authorized shares under the 2022 Plan by 1,000,000 shares. The 2022 Plan became effective
immediately upon stockholder approval at the Annual Meeting.
A
summary of the material terms of the 2022 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting
filed with the Securities and Exchange Commission on August 19, 2026 (the “Proxy Statement”). The summaries of the 2022 Plan
set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07. of Matters to a Vote of Security Holders.
The
Annual Meeting was held on September 18, 2026, as a virtual meeting online via live audio webcast. At the Annual Meeting, there were
41,841,452 votes represented either in person or by proxy, or 70.57% of the votes entitled to be cast at the Annual Meeting, which
represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal
1. Election of three Class III directors to the Board of Directors to serve three-year terms expiring at our 2029 Annual Meeting
of Stockholders.
Nominee Votes For Votes Withheld Broker Non-Votes
──────────────────────────────────────────────────────────────────────────────────
Dr. Kenneth Alleyne 36,342,215 150,268 5,348,969
Sherry Coonse McCraw 36,343,428 149,055 5,348,969
Dr. Jeffrey Yu 36,308,073 184,410 5,348,969
Proposal
2. Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm
for the year ending December 31, 2026.
Votes Votes Abstentions Broker
For Against Non-Votes
───────────────────────────────────────────────────────────
41,660,426 138,717 42,309 —
Proposal
3. Approval of the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan to increase the available share reserve
by 1,000,000 shares.
Votes Votes Abstentions Broker
For Against Non-Votes
─────────────────────────────────────────────────────────────
34,528,269 1,868,479 95,735 5,348,969
Proposal
4. Approval of an amendment to the Company’s third amended and restated certificate of incorporation, as amended, to effect
a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the
Board of Directors in its discretion.
Votes Votes Abstentions Broker
For Against Non-Votes
───────────────────────────────────────────────────────────
41,068,200 739,329 33,923 —