ONMD 10-K & 10-Q changes, risk factors and insider trading
OneMedNet Corp (also ONMDW) · Nasdaq · Services-Commercial Physical & Biological Research · CIK 1849380 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“In addition, on April 10, 2025, the Company received a separate notice (the “Bid Price Notice”) from Nasdaq indicating that the Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). …”see in full comparison
In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities.see in full comparisonIn 2020, 22% of securities class action litigation filings were against defendants in the health technology and services sector, which accounted for 22% of new filings.If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.
“If the Company does not regain compliance with the Minimum MVLS Requirement by September 8, 2025, Nasdaq would have provided written notification to the Company that its Common Stock was subject to delisting. At that time, the Company could have appealed the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.”see in full comparison
“On March 12, 2025, the Company received written notice (the “MVLS Nasdaq Notice”) from Nasdaq indicating that for the preceding 31 consecutive business days, the market value of the Company’s listed securities (“MVLS”) did not maintain a minimum market value of $35,000,000 (the “Minimum MVLS Requirement”) as required by Nasdaq Listing Rule 5550(b)(2). …”see in full comparison
“The notices from Nasdaq described above have no immediate effect on the Company’s continued listing on the Nasdaq Capital Market or the trading of the Company’s Common Stock, subject to the Company’s compliance with the other continued listing requirements. The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on the Nasdaq Capital Market. There can be no assurance that the Company will be successful in maintaining the listing of its Common Stock on the Nasdaq Capital Market.”see in full comparison
As stated above, we have experienced net losses in each annual period since inception. We generated net losses ofsee in full comparison$10.1$2.8 million and$33.8$10.1 million for the years ended December 31,20242025 and2023,2024, respectively. As of December 31,2024,2025, we had an accumulated deficit of approximately$101.6$104.4 million.InOurtheirindependentauditregistered accounting firm has included an explanatory paragraph in its reportforexpressingthesubstantial doubtfiscal year ended December 31, 2024 included in this report, our auditors have expressed their concern as toabout our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations and obtain financing. We intend to continue funding our operations through equity and debt financing arrangements,arrangements,which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.
Full comparison: every changed paragraph (7)
OneMedNet
believes it has demonstrated its quality and responsiveness in clinical imaging and curation of Real-World Data based upon success in
compiling one of the largest networks of imaging centers (comprised of hospitals, imaging centers and clinics) throughout the United
States covering more than 31 million Patient Records to date. On the global front, OneMedNet works with hospitals and life science companies
around the world including in Ireland, United Kingdom, , The Netherlands, Denmark, Germany, Canada and South Korea and growing. We base
these claims on our understanding of our competition in the United States and globally. However, if we were to lose these relationships
with our network of imaging centers or lose our customers or our competitors’ technology surpasses ours, our competitors could
claim a greater market share domestically or abroad, which could reduce our growth and our profits, which could harm our business, financial
position, results of operations and prospects.
As
stated above, we have experienced net losses in each annual period since inception. We generated net losses of $10.1$2.8 million and $33.8$10.1
million for the years ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, we had an accumulated deficit of approximately
$101.6$104.4 million. InOur theirindependent auditregistered accounting firm has included an explanatory paragraph in its report forexpressing thesubstantial
doubt fiscal year ended December 31, 2024 included in this report, our auditors have expressed
their concern as toabout our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability
to generate
cashflows from operations and obtain financing. We intend to continue funding our operations through equity and debt financing arrangements,
arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term.
There can be
no assurance that the steps management is taking will be successful.
On
March 12, 2025, the Company received written notice (the “MVLS Nasdaq Notice”) from Nasdaq indicating that for the preceding
31 consecutive business days, the market value of the Company’s listed securities (“MVLS”) did not maintain a minimum
market value of $35,000,000 (the “Minimum MVLS Requirement”) as required by Nasdaq Listing Rule 5550(b)(2). Nasdaq also noted
that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum stockholders’
equity of $2.5 million, and Nasdaq Listing Rule 5550(b)(3), which requires listed companies to maintain a minimum of $500,000 of net
income from continuing operations. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar
days, or until September 8, 2025, to regain compliance with the Minimum MVLS Requirement. Compliance could have been achieved if the
Company’s MVLS closed at $35,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance
period, in which case Nasdaq would notify the Company of its compliance and the matter would be closed.
If
the Company does not regain compliance with the Minimum MVLS Requirement by September 8, 2025, Nasdaq would have provided written notification
to the Company that its Common Stock was subject to delisting. At that time, the Company could have appealed the relevant delisting determination
to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.
In
addition, on April 10, 2025, the Company received a separate notice (the “Bid Price Notice”) from Nasdaq indicating that
the Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in
compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing
Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of
180 calendar days, or until October 7, 2025, to regain compliance with the Bid Price Rule. To regain compliance, the minimum bid price
of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar
day grace period. In the event the Company does not regain compliance with the Bid Price Rule by October 7, 2025, the Company may be
eligible for an additional 180-calendar day compliance period. To qualify, the Company will be required to meet the continued listing
requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the
exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second
compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the
Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able
to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject
to delisting.
The
notices from Nasdaq described above have no immediate effect on the Company’s continued listing on the Nasdaq Capital Market or
the trading of the Company’s Common Stock, subject to the Company’s compliance with the other continued listing requirements.
The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on
the Nasdaq Capital Market. There can be no assurance that the Company will be successful in maintaining the listing of its Common Stock
on the Nasdaq Capital Market.
In
the past, securities class action litigation has often been brought against companies following a decline in the market price of their
securities. In 2020, 22% of securities class action litigation filings were against defendants in the health technology and services
sector, which accounted for 22% of new filings. If we face such litigation, it could result in substantial costs and a diversion of management’s
attention and resources,
which could harm our business.
Management's Discussion & Analysis (MD&A)
New heading “Other (Income) Expenses, Net”
New heading “Change in Fair Value of Warrants”
New heading “Change in Fair Value of Convertible Notes”
New heading “Change in Fair Value of Crypto Assets – Bitcoin”
New heading “Realized Gain on Sale of Crypto Assets – Bitcoin”
New heading “Change in Fair Value of SEPA Derivative Liabilities”
New heading “Gain on Troubled Debt Restructurings”
New heading “Loss on Extinguishment of Debt”
New heading “General and Administrative Expenses”
New heading “Sales and Marketing Expenses”
New heading “Research and Development Expenses”
New heading “Gain on Troubled Debt Restructurings”
New heading “Loss on Extinguishment of Debt”
Removed heading “General and Administrative”
Removed heading “Sales and Marketing”
Removed heading “Research and development”
Removed heading “Change in Fair Value of PIPE Notes”
Removed heading “Change in Fair Value of Convertible Promissory Notes”
Largest changes
“We settled our deferred underwriter fees payable and certain trade payables during 2025. These transactions were accounted for as troubled debt restructurings because there were concessions granted to us and due to substantial doubt regarding our ability to continue as a going concern. The gain represents the difference between the net carrying values and consideration transferred at the time of these settlements.”see in full comparison
“Other (income) expenses, net, primarily includes the changes in fair value of convertible debt, change in fair value of PIPE Notes and change in fair value of Yorkville Note (as defined below) for which we have elected the fair value option of accounting. Convertible notes payable, which include convertible promissory notes and PIPE Notes issued to related parties, including accrued interest and contingently issuable warrants, contain embedded derivatives, including settlement of the contingent conversion features, which require bifurcation and separate accounting. …”see in full comparison
Full comparison: every changed paragraph (70)
The
total consideration for the Business Combination and related transactions (the “Merger Consideration”) was approximately
$200 million. In connection with the meeting
of stockholders of Data Knights to approve the Business Combination (the “Special
Meeting”), certain public holders (the
“Redeeming Stockholders”) holding 1,600,741 shares of Common Stock exercised
their right to redeem such shares for a pro
rata portion of the funds held by Continental Stock Transfer & Trust Company, as trustee
(“Continental”) in the trust
account established in connection with Data Knights’ initial public offering (the “Trust
Account”). Effective November
7, 2023, Data Knights’ common stock, warrants and units ceased trading, and effective November
8, 2023, our Common Stock began
trading on the Nasdaq Global Market under the symbol “ONMD” and the Public Warrants began
trading on the Nasdaq Global Market
under the symbol “ONMDW.”
The Company generates revenue from two streams: (1) iRWD, which provides regulatory grade imaging and clinical data in the pharmaceutical, device manufacturing, contract research organizations, and AI markets and (2) BEAM, which is a medical imaging exchange platform between hospital/healthcare systems, imaging centers, physicians and patients. iRWD is sold on a fixed fee basis based on the number of data units and the cost per data unit committed to in the customer contract. Revenue is recognized when the data is delivered to the customer. BEAM revenue is subscription-based revenue that is recognized ratably over the subscription period committed to by the customer. The Company invoices its BEAM customers quarterly or annually in advance with the customer contracts automatically renewing unless the customer issues a cancellation notice. The BEAM platform was decommissioned in May 2025 and no revenue was generated from this platform thereafter.
General and Administrative Expenses
Research and Development Expenses
Sales and Marketing Expenses
Other (Income) Expenses, Net
Interest
expense consists of interest incurred on our outstanding debt facilities, including loans with related parties, deferred underwriter
fees, insurance
premiums paidloans, inloan exchangeextensions, forstock arepurchase note payable,loan and our line of credit.
Change in Fair Value of Warrants
We have outstanding warrants that were issued at the closing of the Business Combination, which are accounted for as liabilities at fair value. These warrants are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations.
Change in Fair Value of Convertible Notes
We have elected the fair value option of accounting for the PIPE Notes issued in the Business Combination and the Yorkville Note (as defined below) issued with the SEPA. These instruments contained embedded derivatives that would require bifurcation and separate accounting; therefore, we made the election to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These instruments are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations. The PIPE Notes and Yorkville Note were both settled in 2025 and were no longer outstanding at the end of the reporting period.
Change in Fair Value of Crypto Assets – Bitcoin
We have adopted a Bitcoin strategy on the balance sheets as a forward-looking approach to corporate treasury management that incorporates digital currencies. Our Bitcoin holdings are held at fair value on the consolidated balance sheets and are re-measured at the end of each reporting period based on the quoted end-of-day price provided by a reputable and liquid exchange.
Realized Gain on Sale of Crypto Assets – Bitcoin
As part of our Bitcoin strategy, we routinely sell quantities held as part of our corporate treasury strategy to fund operations as needed. We recognize a realized gain upon sale when the price of Bitcoin is higher than its initial purchase price.
Change in Fair Value of SEPA Derivative Liabilities
We entered into a SEPA arrangement with Yorkville during 2024 that gave us the right, but not the obligation, to require Yorkville to purchase shares over a two-year commitment period, subject to volume limits. The put option is recognized at inception and the forward option is recognized upon issuance of notice for the sale of the Company’s Common Stock. The liabilities are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period, with changes in fair value recognized in the consolidated statements of operations.
Gain on Troubled Debt Restructurings
We settled our deferred underwriter fees payable and certain trade payables during 2025. These transactions were accounted for as troubled debt restructurings because there were concessions granted to us and due to substantial doubt regarding our ability to continue as a going concern. The gain represents the difference between the net carrying values and consideration transferred at the time of these settlements.
Loss on Extinguishment of Debt
We restructured a note payable to a former lender of the Company related to common shares that we repurchased in 2024. The amendment was accounted for as an extinguishment of debt because the change in cash flows before and after the amendment were substantially different. As a result, a loss was recorded representing the difference between the net carrying amount of the original note and the reacquisition price of the amended note.
Other
(Income) Expenses, NetExpense
Other expense primarily includes foreign exchange losses related to our operations and revenue outside of the United States. For the year ended December 31, 2024, other expense also includes the fair value of the warrants issued to terminate the Helena SPA.
Other
(income) expenses, net, primarily includes the changes in fair value of convertible debt, change in fair value of PIPE Notes and change
in fair value of Yorkville Note (as defined below) for which we have elected the fair value option of accounting. Convertible notes payable,
which include convertible promissory notes and PIPE Notes issued to related parties, including accrued interest and contingently issuable
warrants, contain embedded derivatives, including settlement of the contingent conversion features, which require bifurcation and separate
accounting. Accordingly, we have elected to measure the entire contingently convertible debt instruments, including accrued interest,
at fair value. These debt instruments were initially recorded at fair value as liabilities and are subsequently re-measured at fair value
on our consolidated balance sheet at the end of each reporting period and at settlement, as applicable. Other income or expenses, net,
also includes changes in fair value of warrants which are treated as liability instruments measured at fair value for accounting purposes,
initially recorded at fair value and subsequently re-measured to fair value on our consolidated balance sheets at the end of each reporting
period. The changes in the fair value of these debt and liability instruments are recorded in changes in fair value, included as a component
of other (income) expenses, net, in the consolidated statements of operations.
At
the Closing of the Business Combination, convertible promissory notes were converted into Common Stock immediately prior to the Closing
and were no longer outstanding as of the Closing Date.
Other
(income) expenses, net, also includes change in fair value of our Bitcoin holdings, as well as foreign exchange and tax expenses related
to the Company’s operations and revenue outside of the United States.
Total revenue was $1.4 million for the year ended December 31, 2025, compared to $0.6 million for the year ended December 31, 2024, an increase of $0.8 million, or 111%. The increase was primarily due to a $1.0 million increase in data delivery revenue (iRWD), which is partially offset by lower subscription revenue (BEAM) as a direct result of decommissioning this platform in May 2025. The increase in data delivery revenue is a result of our strategic transition to a unified real-world data platform, which led to significant growth in our customer base and thus a higher volume of data deliveries during the year ended December 31, 2025.
Our
revenue is comprised of sales made from our subscription revenue (BEAM) and from our web imaging (iRWD). For the year ended December
31, 2024, overall revenue decreased by 37%. The primary driver for the decrease in subscription revenue was the planned discontinuation
of the BEAM platform in 2025. As we move away from the BEAM platform to focus on iRWD sales, we have stopped renewals for most of our
customers leading to a $0.5 million decrease for the year ended December 31, 2024, as compared to the prior year. The primary driver
for the increase in web imaging revenue was due to our enhanced focus on iRWD sales leading to increased customer deliveries during the
year ended December 31, 2024, as compared to the prior year.
The
decrease in cost of revenue of $0.2 million was primarily attributable to a decrease of $0.1 million in software and hosting costs due
to the planned shutdown of our BEAM platform and a decrease of $0.2 million in personnel costs driven by decreased headcount. These decreases
are partially offset by an increase of $0.1 million in iRWD data charges as we shift our focus to the iRWD service line.
General
and Administrative
General
and administrative expenses were $7.0 million for the year ended December 31, 2024, compared to $3.5 million for the year ended
December 31, 2023. The increase in total general and administrative expenses of $3.5 million was primarily due to an increase of
$2.2 million in accounting, audit and tax related services, an increase of $0.8 million in legal fees, an increase of $0.4 million
in insurance premiums and an increase of $0.1 million in other general and administrative expenses, each of which is attributable to enhanced public company reporting obligations and regulatory requirements
after the Business Combination closed in the fourth quarter of 2023.
Sales
and Marketing
Sales
and marketing expenses were $0.8 million for the year ended December 31, 2024, compared to $1.1 million for year ended December 31, 2023.
The decrease in total sales and marketing expenses of $0.3 million in 2024 was primarily due to a decrease of $0.3 million in personnel
costs driven by decreased headcount.
Research
and development
ResearchCost
andof developmentrevenue expenseswas were$1.9 $1.5million for the year ended December 31, 2025 compared to $0.9 million for the year ended December 31, 2024, comparedan toincrease
of $2.1$0.9 millionmillion, foror year ended December 31,
2023.102%. The decrease in total research and development expensesincrease of $0.6$0.8 million in 2024 was primarily due to aan decreaseincrease ofin $0.4data millionand curation charges to support the increase
in stockdata baseddelivery compensationrevenue expensegenerated andby aour decreaseiRWD of $0.2 million in third-party contractor costs.platform.
General and Administrative Expenses
General and administrative expenses were $6.4 million for the year ended December 31, 2025, compared to $7.0 million for the year ended December 31, 2024, a decrease of $0.7 million, or 9%. The decrease of $0.7 million was primarily due to a decrease of $1.4 million in professional fees, which is driven by higher accounting and audit fees that were required to file our Form 10-K during the year ended December 31, 2024. This is partially offset by an increase of $0.6 million in salary and related personnel costs, driven by share-based compensation expense as we made a significant number of RSU grants during the year ended December 31, 2025, and an increase of $0.1 million in other miscellaneous office expenses.
Sales and Marketing Expenses
Sales and marketing expenses were $1.3 million for the year ended December 31, 2025, compared to $0.8 million for the year ended December 31, 2024, an increase of $0.5 million, or 53%. The increase of $0.5 million was primarily due to an increase of $0.6 million in salary and related personnel costs, which is driven by increased headcount to support iRWD sales growth.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2025, were generally consistent with research and development expenses for the year ended December 31, 2024.
Interest expense was $67 thousand for the year ended December 31, 2025, compared to $147 thousand for the year ended December 31, 2024, a decrease of $80 thousand, or 54%. The decrease of $80 thousand was primarily due to us settling our related party loans and deferred underwriter fees during the year ended December 31, 2025.
During
the year ended December 31, 2024, interest expense was primarily comprised of interest expense on loans made by related parties (Management
and Directors) and interest expense on the remaining $0.4 million of deferred underwriter fees that are payable in cash. The increase
of $0.1 million in 2024 is primarily due to receiving additional loans from related parties, as well as interest on deferred underwriter
fees which did not accrue interest in 2023. During the year ended December 31, 2023, interest expense was only comprised of interest
expense on loans made by related parties.
At
the closing of the Business Combination in 2023, we issued warrants in connection with the PIPE financing and
separately assumed certain private warrants from Data Knights. We determined that these warrants should be accounted for as liabilities,
which are adjusted to fair value at the end of each reporting period. The change in fair value is mainly due to the resulting fluctuations
in the market price of shares of Common Stock.
Change
in Fair Value of PIPE Notes
AtThe
the closing of the Business Combination in 2023, we issued PIPE Notes (as defined below) that are convertible into shares of Common Stock
and carried at fair value. The change in fair value of warrants is composed of the re-measurement adjustment for our liability-classified warrants that were issued
in connection with the Business Combination. The change is mainly due to the resulting fluctuations in the market price of shares of
Common Common
Stock.
Change
in Fair Value of YorkvilleConvertible NoteNotes
InThe
Junechange 2024,in wefair issuedvalue of convertible notes is composed of the re-measurement adjustment for the PIPE Notes and Yorkville Note (each, as
defined below) which is convertible into shares of Common Stock andare carried at fair value.
The change in fair value is mainly due to the resulting fluctuations in the market price of shares
of Common Stock. Both instruments were converted or repaid during the year ended December 31, 2025, and were no longer outstanding
at the end of the reporting period.
The
change in fair value of crypto assets – Bitcoin during the yearyears ended December 31, 2025 and 2024 reflects the increasechange in the price
of of
Bitcoin, which we began strategically investing in using excess cash from our private placement transactions. During the year ended
December 31, 2023, we did not have any Bitcoin holdings.Bitcoin.
The
realized gain on sale of crypto assets – Bitcoin during the yearyears ended December 31, 2025 and 2024 reflects the increase in the
price of
Bitcoin upon sale compared to its purchase price. During the year ended December 31, 2023, we did not have any Bitcoin holdings.
Change
in Fair Value of SEPA Derivative LiabilityLiabilities
The
change in fair value of SEPA derivative liability during the year ended December 31, 2024 represents the issuance date fair value and remeasurement
adjustment of the SEPA put option with Yorkville. The fair valueliabilities is primarily driven by expected sales of our Common Stock to Yorkville
and projections
on the future path of the Company’s stock price during the commitment period. DuringThe gain for the year ended December 31, 2025 is
2023,a result of us delivering advance notices under the SEPA leading to less availability at the end of the reporting period. During the
year ended December 31, 2024, we did not havemake any draws on the SEPA arrangement.facility.
Gain on Troubled Debt Restructurings
Gain on troubled debt restructurings during the year ended December 31, 2025 was primarily driven by our settlement of deferred underwriter fees which resulted in a gain of $2.8 million (See Note 8, Stockholders’ Deficit to the accompanying consolidated financial statements included elsewhere in this Annual Report) and restructured trade payables with five separate vendors leading to an additional gain of $2.8 million (See Note 5, Accounts Payable and Accrued Expenses to the accompanying consolidated financial statements included elsewhere in this Annual Report). During the year ended December 31, 2024, we did not restructure any of our debt or trade payables.
Loss on Extinguishment of Debt
Loss on extinguishment of debt during the year ended December 31, 2025 relates to an amended promissory note agreement with a former lender to the Company with a $0.3 million stock repurchase commitment outstanding. The loss of $46 thousand represents the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. During the year ended December 31, 2024, we did not have any debt extinguishments.
Change
in Fair Value of Convertible Promissory Notes
There
was no change in fair value of our Convertible Promissory Notes (as defined below) in 2024 because all previously outstanding principal
and accrued interest was converted into shares of Common Stock at the closing of the Business Combination. As a result, no obligation
remained on our Convertible Promissory Notes immediately after the Business Combination. The change in fair value in 2023 was due to
the resulting fluctuations in the market price of shares of Common Stock.
StockOther
Warrant Expense
Other expense was $16 thousand for the year ended December 31, 2025, compared to $60 thousand for the year ended December 31, 2024, a decrease of $44 thousand, or 73%. The decrease of $44 thousand was primarily due to $35 thousand of stock warrant expense incurred to terminate the Helena SPA during the year ended December 31, 2024, with the remaining decrease attributable to lower foreign exchange losses from our operations and revenue outside of the United States.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in the “Risk Factors” in the Form 10-K and our other public filings, which could materially affect our business, financial condition or future results. There have been no material changes from risk factors previously disclosed in “Risk Factors” in the Form 10-K and our other public filings.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Gain on Troubled Debt Restructurings”
New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”
New heading “Cost of Revenue”
New heading “General and Administrative”
New heading “Sales and Marketing”
New heading “Research and Development”
New heading “Interest Expense”
New heading “Change in Fair Value of Warrants”
New heading “Change in Fair Value of Convertible Notes”
New heading “Change in Fair Value of Crypto Assets – Bitcoin”
New heading “Realized Loss (Gain) on Sale of Crypto Assets – Bitcoin”
New heading “Change in Fair Value of 2024 SEPA Derivative Liabilities”
New heading “Gain on Troubled Debt Restructurings”
Largest changes
Full comparison: every changed paragraph (54)
On
April 14, 2026, the Company received notice from Nasdaq indicating that the Company, based on the closing bid price of the Company’sshares of
commonCommon stockStock for the last 30 consecutive business days, is not in compliance with the $1.00 minimum bid price requirement for continued
listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance
with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 12, 2026, to regain compliance
with the Bid Price Rule. To regain compliance, the minimum bid price of the Company’sshares commonof stockCommon Stock must meet or exceed $1.00 per share
share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does not regain compliance
compliance with the Bid Price Rule by October 12, 2026, the Company may be eligible for an additional 180-calendar day compliance period.
The Company
intends to continue to actively monitor the bid price of itsthe commonshares stockof Common Stock and may, if appropriate, consider implementing available
available options to regain compliance with the Bid Price Rule.
We have elected the fair value option of accounting for the PIPE Notes (as defined in the Form 10-K) issued in the Business Combination and the Yorkville Note (as defined in the Form 10-K) issued with the 2024 SEPA. These instruments contained embedded derivatives that would require bifurcation and separate accounting; therefore, we made the election to measure the entire contingently convertible debt instruments, including accrued interest, at fair value. These instruments are subsequently re-measured at fair value on our consolidated balance sheets at the end of each reporting period and at settlement, as applicable, and changes in fair value are recognized in the consolidated statements of operations. The PIPE Notes and Yorkville Note were both settled in 2025 and were no longer outstanding as of December 31, 2025.
We
havepreviously adopted a Bitcoin strategy on the balance sheets as a forward-looking approach to corporate treasury management that incorporates
digital currencies. Our Bitcoin holdings arewere held at fair value on the consolidated balance sheets and are re-measured at the end of
each reporting period based on the quoted end-of-day price provided by a reputable and liquid exchange. As of June 30, 2026, we no longer
hold Bitcoin or any other crypto assets.
Change in Fair Value of 2024 SEPA Derivative Liabilities
We
entered into athe 2024 SEPA arrangement with Yorkville during 2024 that gave us the right, but not the obligation, to require Yorkville to purchase
shares over a two-year commitment
period, subject to volume limits. The put option is recognized at inception and the forward option
is recognized upon issuance of notice
for the sale of the Company’s Common Stock. The liabilities are subsequently re-measured
at fair value on our consolidated balance
sheets at the end of each reporting period, with changes in fair value recognized in the consolidated
statements of operations.
Comparison
of the Three Months Ended MarchJune 31,30, 2026 and 2025
Total
revenue decreasedincreased by 30%$0.1 million, or $0.04 million88%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.
2025. The decreaseincrease was primarily dueattributable to a $0.06 million decrease in subscription revenue (BEAM) as a direct result of decommissioning
this platform in May 2025, which is partially offset by a $0.02$0.2 million increase in data delivery revenue (BEAM) as athe resultCompany ofcontinued ourits strategic
transition to
a unified real-worldRWD platform, driving increased customer adoption and higher data platform,delivery whichvolumes. hasThis ledgrowth was partially offset by lower
subscription revenue due to growththe decommissioning of the BEAM platform in ourMay customer base and thus a higher volume of data deliveries
during the three months ended March 31, 2026.2025.
Cost
of revenue was $0.5$0.9 million for the three months ended MarchJune 31,30, 2026, compared to $0.4 million for the three months ended MarchJune 31,30, 2025,
2025,representing an increase of $0.1$0.5 million, or 32%.116%. The increase ofwas primarily attributable to a $0.4 million increase in software costs
as we continue to execute our strategy to advance our AI-enabled real-world data platform, and a $0.1 million was primarily due to an increase in data acquisition
and curation charges
costs incurred to support the increase inincreased data delivery revenue generated bythrough our iRWD platform.
General
and administrative expenses were $1.5$1.0 million for the three months ended MarchJune 31,30, 2026, compared to $1.4$1.2 million for the three months
ended MarchJune 31,30, 2025, ana increasedecrease of $0.1$0.2 million, or 9%.17%. The increasedecrease ofwas primarily attributable to a $0.3 million decrease in professional
fees, largely due to lower consulting and legal costs, and a $0.1 million wasdecrease primarilyin dueother tomiscellaneous angeneral and administrative
expenses. These decreases were partially offset by a $0.2 million increase of $0.1 million
in share-based compensation expense asrelated weto madeequity aawards
granted significant number of RSU grants induring the fourthsecond quarterhalf of 2025 thatand were2026 notand outstandinga $0.1 million increase in salaries and related personnel costs resulting from headcount
during the three months ended March 31, 2025.growth.
Sales
and marketing expenses were $0.4 million for the three months ended MarchJune 31,30, 2026, compared to $0.3 million for the three months ended
MarchJune 31,30, 2025, an increase of $0.1 million, or 30%.52%. The increase ofwas primarily attributable to a $0.1 million was primarily due to an increase ofin $0.1 million in
salarysalaries and
related personnel costs,costs whichresulting is driven by increasedfrom headcount growth to support iRWDour sales growth.and marketing activities and increased spending on trade
shows, consultants, and other business development initiatives intended to support growth of our iRWD platform.
Research and development expenses were $0.3 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended June 30, 2025, a decrease of $0.1 million, or 15%. The decrease was primarily attributable to a $0.1 million decrease in contractor costs as certain development activities were transitioned from external resources to internal personnel.
Research
and development expenses for the three months ended March 31, 2026 were generally consistent with research and development expenses for
the three months ended March 31, 2025.
Interest
expense for the three months ended MarchJune 31,30, 2026 was generally consistent with interest expense for the three months ended MarchJune 31,
30, 2025.
The
change in fair value of convertible notes is composed of the re-measurement adjustment for the PIPE Notes and Yorkville Note (each, as
defined in the Form 10-K) which are
carried at fair value. The change is mainly due to the resulting fluctuations in the market price
of shares of Common Stock. Both
instruments were converted or repaid in the second quarter of 2025; therefore, no re-measurement
adjustment was required for the three
months ended MarchJune 31,30, 2026.2026
The
change in fair value of crypto assets – Bitcoin during the three months ended MarchJune 31,30, 2026 and 2025 reflects the change in the
price of Bitcoin.
The
realized loss (gain) on sale of crypto assets – Bitcoin during the three months ended MarchJune 31,30, 2026 and 2025 reflects the change
in the market price of Bitcoin upon sale compared to its purchase price.
Change in Fair Value of 2024 SEPA Derivative Liabilities
The
change in fair value of 2024 SEPA derivative liabilities is primarily driven by expected sales of our Common Stock to Yorkville and projections
on the future path of the Company’s stock price during the commitment period. The gain for the three months ended March 31, 2026
is primarily driven by us delivering advance notices under the SEPA leading to less availability at the end of the reporting period.
Gain on Troubled Debt Restructurings
Gain on troubled debt restructuring during the three months ended June 30, 2025 was primarily driven by our settlement of deferred underwriter fees which resulted in a gain of $2.7 million. In addition, we restructured trade payables with three separate vendors leading to an additional gain of $0.9 million. During the three months ended June 30, 2026, we did not restructure any of our debt or trade payables.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth our condensed consolidated statements of operations data for the periods presented:
Total revenue increased by $0.1 million, or 33%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily attributable to a $0.2 million increase in data delivery revenue as the Company continued its transition to a unified RWD platform, driving increased customer adoption and higher data delivery volumes. This growth was partially offset by lower subscription revenue due to the decommissioning of the BEAM platform in May 2025.
Cost of Revenue
Cost of revenue was $1.5 million for the six months ended June 30, 2026, compared to $0.7 million for the six months ended June 30, 2025, representing an increase of $0.8 million, or 109%. The increase was primarily attributable to a $0.6 million increase in software costs as we continued to execute our strategy to advance our AI-enabled real-world data platform, a $0.1 million increase in salary and related personnel costs driven by headcount growth and a $0.1 million increase in data acquisition and curation costs incurred to support increased data delivery revenue generated through our iRWD platform.
General and Administrative
General and administrative expenses were $2.3 million for the six months ended June 30, 2026, compared to $2.6 million for the six months ended June 30, 2025, representing a decrease of $0.4 million, or 14%. The decrease was primarily attributable to a $0.6 million reduction in professional fees, primarily due to lower legal, consulting, and other professional service costs, and a $0.1 million decrease in other general and administrative expenses. These decreases were partially offset by a $0.3 million increase in share-based compensation expense related to equity awards granted during 2025 and 2026 and a $0.1 million increase in salaries and related personnel costs resulting from headcount growth.
Sales and Marketing
Sales and marketing expenses were $0.8 million for the six months ended June 30, 2026, compared to $0.5 million for the six months ended June 30, 2025, representing an increase of $0.2 million, or 42%. The increase was primarily attributable to a $0.1 million increase in salaries and related personnel costs resulting from headcount growth to support the Company’s sales and marketing activities and increased spending on trade shows, consultants, and other business development initiatives intended to support growth of the Company’s iRWD platform.
Research and Development
Research and development expenses were $0.6 million for the six months ended June 30, 2026, compared to $0.7 million for the six months ended June 30, 2025, representing a decrease of $0.1 million, or 15%. The decrease was primarily attributable to a $0.2 million decrease in contractor costs, which is partially offset by a $0.1 million increase in share-based compensation expense associated with equity awards granted during 2025 and 2026.
Interest Expense
Interest expense for the six months ended June 30, 2026 was generally consistent with interest expense for the six months ended June 30, 2025.
Change in Fair Value of Warrants
The change in fair value of warrants is composed of the re-measurement adjustment for our liability-classified warrants that were issued in connection with the Business Combination. The change is mainly due to the resulting fluctuations in the market price of shares of Common Stock.
Change in Fair Value of Convertible Notes
The change in fair value of convertible notes is composed of the re-measurement adjustment for the PIPE Notes and Yorkville Note which are carried at fair value. The change is mainly due to the resulting fluctuations in the market price of shares of Common Stock. Both instruments were converted or repaid in the second quarter of 2025; therefore, no re-measurement adjustment was required for the six months ended June 30, 2026.
Change in Fair Value of Crypto Assets – Bitcoin
The change in fair value of crypto assets – Bitcoin during the six months ended June 30, 2026 and 2025 reflects the change in the price of Bitcoin.
Realized Loss (Gain) on Sale of Crypto Assets – Bitcoin
The realized loss (gain) on sale of crypto assets – Bitcoin during the six months ended June 30, 2026 and 2025 reflects the change in the market price of Bitcoin upon sale compared to its purchase price.
Change in Fair Value of 2024 SEPA Derivative Liabilities
The change in fair value of 2024 SEPA derivative liabilities is primarily driven by expected sales of our Common Stock to Yorkville and projections on the future path of the Company’s stock price during the commitment period.
Gain on Troubled Debt Restructurings
Gain on troubled debt restructuring during the six months ended June 30, 2025 was primarily driven by our settlement of deferred underwriter fees which resulted in a gain of $2.7 million. In addition, we restructured trade payables with three separate vendors leading to an additional gain of $0.9 million. During the six months ended June 30, 2026, we did not restructure any of our debt or trade payables.
As
of MarchJune 31,30, 2026, our principal sources of liquidity were proceeds from related party investors, private placement transactions, investments
in Bitcoin and cash received from customers.
During
the threesix months ended MarchJune 31,30, 2026, we used $1.5$3.4 million of cash in operating activities, primarily resulting from our net loss of
$2.5$4.6 million, offset by non-cash charges of $0.3$0.7 million and cash provided by changes in our operating assets and liabilities of $0.6$0.5
million.
During
the threesix months ended MarchJune 31,30, 2025, we used $1.9$4.0 million of cash in operating activities, primarily resulting from ournon-cash netcharges
of loss of
$1.9$4.9 million and non-cash charges of $0.1 million, offset by cash provided by changes in our operating assets and liabilities of $0.2 million, offset by our net income of $1.1
million.
During
the threesix months ended MarchJune 31,30, 2026, net cash provided by investing activities was $0.4 million, primarily consisting of proceeds from
Bitcoin sales of $0.4 million.
During
the threesix months ended MarchJune 31,30, 2025, net cash provided by investing activities was $1.9$1.2 million, primarily consisting of proceeds from
Bitcoin sales of $1.9$3.5 million offset by Bitcoin purchases of $2.2 million.
During
the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $0.8$2.8 million, consisting of $0.5$2.1 million in net proceeds
proceeds from therelated Yorkvilleparty SEPA,subscription $0.5agreements and $1.0 million in net proceeds from athe related2024 party subscription agreement,SEPA, partially offset by debt repayments of
of$0.3 $0.1 million for our loans payable.million.
During
the threesix months ended MarchJune 31,30, 2025, net cash usedprovided inby financing activities was $0.1$2.7 million, consisting of $1.2 million in net proceeds
from related party subscription agreements and $2.5 million in net proceeds from private placements, partially offset by aggregate repayments
of $1.0 million of $0.1debt million
forand ourdeferred loansunderwriter payable.fees.
The
following table summarizes our material cash requirements as of MarchJune 31,30, 2026:
For
a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in the Form 10-K, the notes to our audited financial statements appearing in the Form 10-K, and the notes to the
financial statements appearing elsewhere in this Report. Except as described in this Report, there have been no material changes to these
critical accounting policies and estimates through MarchJune 31,30, 2026 from those discussed in the Form 10-K.
ONMD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 10 Form 4 filings (3 insiders, 10 trade dates, 4,222,845 shares, about $3.2M) and open-market sales in 0 filings. Net open-market shares: 4,222,845 (purchases minus sales); net value about $3.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-10 | Yu Jeffrey |
Open-market purchase | 142,857 | $0.63 | $90.0K |
| 2026-07-30 | Kosasa Thomas |
Open-market purchase | 1,449,275 | $0.69 | $1,000.0K |
| 2026-06-23 | Green Aaron |
Open-market purchase | 36,650 | $0.57 | $20.9K |
| 2026-06-23 | Yu Jeffrey |
Open-market purchase | 158,730 | $0.63 | $100.0K |
| 2026-06-16 | Yu Jeffrey |
Open-market purchase | 172,414 | $0.58 | $100.0K |
| 2026-06-15 | Green Aaron |
Open-market purchase | 18,702 | $0.54 | $10.1K |
| 2026-06-12 | Green Aaron |
Open-market purchase | 36,920 | $0.56 | $20.7K |
| 2026-06-12 | Kosasa Thomas |
Open-market purchase | 158,730 | $0.63 | $100.0K |
| 2026-05-18 | Kosasa Thomas |
Open-market purchase | 268,817 | $0.93 | $250.0K |
| 2026-04-23 | Kosasa Thomas |
Open-market purchase | 280,898 | $0.89 | $250.0K |
| 2026-04-01 | Yu Jeffrey |
Open-market purchase | 903,614 | $0.83 | $750.0K |
| 2026-04-01 | Yu Jeffrey |
Grant/award | 219,429 | $0.83 | $182.1K |
| 2026-02-06 | Kosasa Thomas |
Open-market purchase | 595,238 | $0.84 | $500.0K |
Well-known investors holding ONMD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 420,000 | $15.2K | 0.0% | No change |