Onemednet Corporation

11/26/2025 | Press release | Distributed by Public on 11/26/2025 20:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Green Aaron
2. Issuer Name and Ticker or Trading Symbol
OneMedNet Corp [ONMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
6385 OLD SHADY OAK ROAD, SUITE 250
3. Date of Earliest Transaction (Month/Day/Year)
01/19/2024
(Street)
EDEN PRAIRIE, MN 55344
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 01/19/2024 A 45,000(1) A $ 0 645,000 D
Common Stock 06/17/2025 C 240,425(2) A $1.14 885,425 D
Common Stock 11/24/2025 A 1,000,000(3) A $ 0 1,885,425 D
Common Stock 11/26/2025 A 45,000(4) A $ 0 1,930,425 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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(2) 06/17/2025 C 240,425 (2) (2) Common Stock 240,425(2) (2) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Green Aaron
6385 OLD SHADY OAK ROAD, SUITE 250
EDEN PRAIRIE, MN 55344
X Chief Executive Officer

Signatures

/s/ Aaron Green 11/26/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents restricted stock units ("RSUs") granted as director compensation under the OneMedNet Corporation 2022 Equity Incentive Plan (the "2022 Plan") for board service in fiscal year 2024. Each RSU represents the contingent right to receive one share of the issuer's common stock. The RSUs vested on December 31, 2024.
(2) 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.
(3) Represents RSUs granted under the 2022 Plan as employment compensation for fiscal years 2024 and 2025. The RSUs vest with respect to 47% of the RSUs on the first anniversary of the vesting start date of January 1, 2025, with the remaining RSUs vesting on the last day of each fiscal quarter as follows: (i) 33% of the RSUs in equal quarterly installment during fiscal year 2026, and (ii) 20% of the RSUs in equal quarterly installment during fiscal year 2027, subject to the reporting person's continued service with the issuer through each vesting date.
(4) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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