OneMedNet Corp Fair Value Disclosure
11. Fair Value Measurements
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands):
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds | $ | 35 | $ | $ | $ | 35 | ||||||||||
| Bitcoin | 506 | 506 | ||||||||||||||
| Total assets, at fair value | $ | 541 | $ | $ | $ | 541 | ||||||||||
| Liabilities: | ||||||||||||||||
| Business Combination Warrants | $ | $ | $ | 60 | $ | 60 | ||||||||||
| PIPE Warrants | 11 | 11 | ||||||||||||||
| SEPA put option liability | 186 | 186 | ||||||||||||||
| Total liabilities, at fair value | $ | $ | $ | 257 | $ | 257 | ||||||||||
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Bitcoin | $ | 2,849 | $ | $ | $ | 2,849 | ||||||||||
| Total assets, at fair value | $ | 2,849 | $ | $ | $ | 2,849 | ||||||||||
| Liabilities: | ||||||||||||||||
| Business Combination Warrants | $ | $ | $ | 12 | $ | 12 | ||||||||||
| PIPE Warrants | 3 | 3 | ||||||||||||||
| PIPE Notes | 1,734 | 1,734 | ||||||||||||||
| Yorkville Note | 1,718 | 1,718 | ||||||||||||||
| SEPA put option liability | 434 | 434 | ||||||||||||||
| Total liabilities, at fair value | $ | $ | $ | 3,901 | $ | 3,901 | ||||||||||
Cash Equivalents
As of December 31, 2025, cash equivalents are comprised of money market funds, which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. The Company had no cash equivalents as of December 31, 2024.
Business Combination Warrants and PIPE Warrants
The following table presents the changes in the Business Combination Warrants and PIPE Warrants measured at fair value during the year ended December 31, 2025 (in thousands):
| Business Combination Warrants | PIPE Warrants | |||||||
| Balance, December 31, 2024 | $ | 12 | $ | 3 | ||||
| Changes in fair value | 48 | 8 | ||||||
| Balance, December 31, 2025 | $ | 60 | $ | 11 | ||||
The Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at December 31, 2025 using the Black-Scholes option-pricing model with the following assumptions:
| As of December 31, 2025 | ||||||||
| PIPE | Business Combination | |||||||
| Warrants | Warrants | |||||||
| Stock price | $ | 1.10 | $ | 1.10 | ||||
| Exercise price | $ | 10.00 | $ | 11.50 | ||||
| Expected volatility | 85.0 | % | 85.0 | % | ||||
| Weighted average risk-free rate | 3.5 | % | 3.5 | % | ||||
| Expected dividend yield | 0.0 | % | 0.0 | % | ||||
| Expected term (in years) | 2.85 | 2.85 | ||||||
PIPE Notes and Yorkville Note
The following table presents the changes in the PIPE Notes and Yorkville Note measured at fair value during the year ended December 31, 2025 (in thousands):
| PIPE Notes | Yorkville Note | |||||||
| Balance, December 31, 2024 | $ | 1,734 | $ | 1,718 | ||||
| Conversions to Common Stock (1) | (513 | ) | (1,392 | ) | ||||
| Cash repayment | (262 | ) | ||||||
| Changes in fair value | (1,221 | ) | (64 | ) | ||||
| Balance, December 31, 2025 | $ | $ | ||||||
The estimated fair values of the PIPE Notes and Yorkville Note are determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied discount rate. The discount rate was held constant over the valuation periods given the fact pattern associated with the Company and the stage of development.
SEPA Derivative Liabilities
The following table presents the changes in the SEPA derivative liabilities measured at fair value during the year ended December 31, 2025 (in thousands):
| SEPA Put Option Liability | SEPA Forward Option Liability | |||||||
| Balance, December 31, 2024 | $ | 434 | $ | |||||
| Changes in fair value | (248 | ) | 32 | |||||
| Conversions to Common Stock | (32 | ) | ||||||
| Balance, December 31, 2025 | $ | 186 | $ | |||||
The estimated fair value of the SEPA put option liability was determined using a Monte Carlo simulation model in order to project the future path of the Company’s stock price over the commitment period with the following assumptions:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Term (in years) | 0.5 | 1.5 | ||||||
| Starting stock price | $ | 1.10 | $ | 1.36 | ||||
| Expected volatility | 144.0 | % | 132.5 | % | ||||
| Risk-free rate | 3.6 | % | 4.2 | % | ||||
The SEPA forward option liability was deemed to have no value at December 31, 2025 and 2024 as there were no outstanding notices for the sale of the Company’s Common Stock.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 30, 2026 | Showing above |
| 2024 | Apr 15, 2025 | |
| 2023 | Apr 9, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Apr 1, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.