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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) August
14, 2026
RadNet,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-33307 |
|
13-3326724 |
| (State or other
jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 1510 Cotner Avenue |
| Los
Angeles, California 90025 |
| (Address of Principal Executive Offices) (ZipCode) |
(310) 478-7808
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
RDNT |
NASDAQ |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 14, 2026, RadNet, Inc. (the “Company”)
filed with the Securities and Exchange Commission, a prospectus supplement dated August 14, 2026 (the “Prospectus
Supplement”) to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-291945). The
Prospectus Supplement was filed to register for resale from time to time of up to 34,069 shares of the Company’s common stock,
par value $0.0001 per share (the “Shares”) by certain See-Mode Sellers (as defined below) as the selling stockholders
referenced in the Prospectus Supplement. The Shares are to be issued to certain See-Mode Sellers or their respective designees as
the share component of the payment for the satisfaction of certain milestone conditions set forth in, and pursuant to, that certain
Share Purchase Agreement, dated June 2, 2025, by and among the sellers set forth on Schedule 1 thereto (the “See-Mode
Sellers”) and DH AI International Holdings, B.V., a wholly-owned subsidiary of the Company incorporated in the
Netherlands.
In connection with the Prospectus Supplement, the Company is filing
the opinion of its Executive Vice President, Chief Legal Officer and Corporate Secretary, David J. Katz, regarding the legality of the
securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference
herein and in the Registration Statement.
| Item 9.01. | Financial
Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of David J. Katz, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company.
|
| |
|
|
| 23.1 |
|
Consent of David J. Katz, Executive Vice President, Chief Legal Officer
and Corporate Secretary of the Company (included in Exhibit 5.1). |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 14, 2026 |
RADNET, INC. |
|
| |
|
|
| |
|
|
|
| |
By: |
/s/ Mark D. Stolper |
|
| |
|
Mark D. Stolper |
|
| |
|
Chief Financial Officer |
|