Material Agreement (Form 8-K)

Standby Equity Purchase Agreement

On July 1, 2026, OneMedNet Corporation, a Delaware corporation ("the Company") entered into a standby equity purchase agreement (the "SEPA") with YA II PN, Ltd., a Cayman Islands exempt limited partnership ("Yorkville"). Pursuant to the SEPA, subject to certain conditions, the Company has the option to sell to Yorkville an aggregate amount of up to up to $25 million of the Company's shares of Common Stock, par value $0.0001 per share (the "Common Stock"), at the Company's request from time to time following the effectiveness of a resale registration statement covering the shares of Common Stock issued under the SEPA. The SEPA terminates on its 36-month anniversary.

Each advance may not exceed the greater of 500,000 shares and 100% of the average daily volume traded of the Common Stock during the five trading days immediately prior to requested advance. The shares would be purchased at a price equal to 97% of the Market Price as defined in the SEPA. The Company may establish a minimum acceptable price in each advance below which the Company will not be obligated to make any sales to Yorkville.

Any purchase under an advance would be subject to certain limitations, including that Yorkville will not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of Common Stock or any shares that when aggregated with shares issued under all other earlier Advances, would exceed 11,386,834 shares of Common Stock (representing 19.99% of the 56,952,652 shares of Common Stock outstanding as of June 30, 2026) (the "Exchange Cap") unless shareholders approved issuances in excess of the Exchange Cap.

The foregoing description of the SEPA is not complete and is qualified in its entirety by reference to the SEPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.

Pursuant to the SEPA, the Company agreed to file a resale registration statement covering the shares of Common Stock issued under the SEPA. The Company may not request any advances unless there is an effective resale registration statement covering the applicable shares.