false
0000790526
0000790526
2026-10-26
2026-10-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) October 26, 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 Global Market |
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
Merger Agreement
On October 26, 2026, RadNet,
Inc., a Delaware corporation (the “Company,” “RadNet,” “we,”
and “us”), and Radnet Management, Inc., a California corporation and direct wholly owned subsidiary of the Company
(“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with OnRad, Inc., a Delaware corporation (“OnRad”), Red Rover Merger Sub, LLC, a Delaware limited liability
company and direct wholly owned subsidiary of Purchaser (the “Surviving Merger Sub”), Javelin Merger Sub, Inc.,
a Delaware corporation and direct wholly owned subsidiary of the Surviving Merger Sub (the “First Merger Sub,”
and together with Surviving Merger Sub, the “Merger Subs”), and, solely for purposes of the specified provisions
therein, Housatonic IV CF, L.P., a Delaware limited partnership, solely in its capacity as the securityholder representative (“Securityholder
Representative”).
Pursuant to the Merger Agreement,
and subject to the terms and conditions set forth therein, (a) First Merger Sub will merge with and into OnRad, with OnRad surviving the
First Merger as a direct wholly owned subsidiary of Surviving Merger Sub (the “First Merger”), and (b) immediately
thereafter, OnRad will merge with and into Surviving Merger Sub, with Surviving Merger Sub surviving the Second Merger as a direct wholly
owned subsidiary of Purchaser (the “Second Merger,” and, together with the First Merger, the “Mergers”).
At the closing of the Mergers
(the “Closing”), the holders (the “OnRad Holders”) of OnRad’s common stock,
par value $0.0001 per share (the “OnRad Common Stock”) (including any then outstanding shares of OnRad Common
Stock into which the holders of OnRad’s outstanding preferred stock and warrants have converted in accordance with the Merger Agreement,
but in all cases excluding Dissenting Shares (as defined in the Merger Agreement)) and the holders of Vested Company Options (as defined
in the Merger Agreement) will receive an aggregate of (i) $350,000,000 in cash, subject to customary adjustments for cash, indebtedness,
net working capital and transaction expenses and subject to certain escrow holdbacks, and (ii) 5,000,000 shares (the “Closing
Shares”) of common stock of the Company, par value $0.0001 per share (the “RadNet Common Stock”).
In addition, the OnRad Holders
may also be entitled to an earn-out payment of up to $210,000,000 (the “Earn-Out Amount”) if OnRad achieves
a certain target Post-Closing Annual Adjusted EBITDA (as defined in the Merger Agreement) for the fiscal year ending December 31, 2027.
The Earn-Out Amount may be paid in cash, shares of RadNet Common Stock (the “Earn-Out Shares”) or a combination
thereof subject to certain tax-related requirements.
Pursuant to the Merger Agreement,
the Company has agreed to file prospectus supplements to its automatic shelf registration statement on Form S-3 (Registration No. 333-291945)
(the “Registration Statement”) to register the resale of the Closing Shares and, if any, the Earn-Out Shares,
within three (3) business days following the Closing and the Earn-Out Amount Determination Date (as defined in the Merger Agreement),
respectively.
The Mergers are expected
to close in early 2027, subject to customary closing conditions, including, but not limited to, (i) the making or receipt of certain state
healthcare regulatory filings and approvals; (ii) the absence of any law or order prohibiting the Mergers; (iii) the delivery of the written
consent of OnRad’s stockholders approving the Merger Agreement and the transactions contemplated thereunder (the “Required
Stockholder Approval”); (iv) David M. Engert, who is currently serving as OnRad’s President and Chief Executive Officer,
remaining employed by OnRad through the Closing and not having revoked, rescinded or repudiated that certain Employment Agreement entered
into between OnRad and Mr. Engert on October 26, 2026, which will become effective at, and is contingent upon, the Closing; (v) the conveyance
of all ownership interests in each of OnRad’s contracted professional entities to a physician designated by Purchaser; and (vi)
the effectiveness of the Registration Statement. The Merger Agreement may be terminated under certain circumstances, including by either
party if the Mergers have not been consummated by February 23, 2027 (which date automatically extends to June 1, 2027 if the only unsatisfied
closing condition is the receipt of the required governmental and regulatory filings and approvals), and by Purchaser if the Required
Stockholder Approval is not timely delivered. The parties previously filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the waiting period has expired.
The parties to the Merger
Agreement have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains certain other
customary covenants and agreements.
The foregoing description
of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit
2.1 to this Current Report on Form 8-K and incorporated by reference herein. The Merger Agreement and the foregoing description of
such agreement have been included to provide investors and stockholders with information regarding the terms of such agreement. The assertions
embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure
schedules delivered by OnRad to Purchaser in connection with the signing of the Merger Agreement. Moreover, certain representations and
warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different
from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to
the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as
characterizations of the actual state of facts and circumstances of OnRad or the Company, as applicable, at the time they were made and
investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the
Company in its public reports filed with the Securities and Exchange Commission. Information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the
Company’s public disclosures.
Restrictive Covenant and Support Agreement
In connection with the execution
of the Merger Agreement, Purchaser, OnRad and each of certain stockholders of OnRad (collectively, the “RCS Stockholders”),
entered into that certain Restrictive Covenant and Support Agreement, dated October 26, 2026 (collectively, the “RCS Agreements”),
substantially in the form attached to the Merger Agreement and filed as Exhibit 10.1 to
this Current Report on Form 8-K. The restrictive covenants and lock-up provisions of the RCS Agreements will become effective at the Closing
and the remaining provisions become effective upon execution.
Under the RCS Agreements,
the RCS Stockholders made customary representations regarding its ownership of OnRad securities and agreed, among other things, to (i)
non-competition covenant with respect to the provision of teleradiology services in the United States; (ii) non-solicitation and no-hire
covenants with respect to OnRad’s employees and business relationships; (iii) a lock-up on transfers of the Closing Shares during
specified periods); (iv) confidentiality and non-disparagement obligations; and (v) a general release of claims against OnRad, effective
following the Closing.
The foregoing description
of the RCS Agreements is a summary only and is qualified in its entirety by reference to the full text of the form of RCS Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01 in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth
under the caption “Merger Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.02.
The Closing Shares and any
Earn-Out Shares to be issued as consideration under the Merger Agreement will be issued in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506
of Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On October 26, 2026, the
Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is furnished herewith as Exhibit
99.1.
The Company will host a
webcast and conference call at 8:00 A.M. (Eastern Daylight Time) on Tuesday, October 27, 2026 to discuss the transaction.
The information in this
Item 7.01 and Exhibit 99.1 hereto (i) is furnished pursuant to Item 7.01 and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liability of such section; and (ii) shall not be deemed incorporated by reference into any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1*# |
|
Agreement and Plan of Merger, dated as of October 26, 2026, by and among RadNet, Inc., Radnet Management, Inc., Red Rover Merger Sub, LLC, Javelin Merger Sub, Inc., OnRad, Inc. and, solely for the limited purposes set forth therein, Housatonic IV CF, L.P., as Securityholder Representative |
| 10.1*# |
|
Form of Restrictive Covenant and Support Agreement, dated October 26, 2026, between Radnet Management, Inc., OnRad, Inc. and certain stockholders of OnRad, Inc. named therein |
| 99.1** |
|
Press release dated October 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
* Filed herewith.
** Furnished herewith.
# Certain schedules and exhibits have been omitted
pursuant to Item 601(a)(5) and/or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules
and exhibits, or any section thereof, to the U.S. Securities and Exchange Commission (the “SEC”) upon request;
provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits
or schedules so furnished.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K, including the exhibits hereto, includes “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical
fact, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,”
“predict,” “potential,” “project” and similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to, statements regarding the Mergers, the expected timing and completion of
the Mergers, the anticipated benefits of the Mergers, the potential Earn-Out Amount, the expected financial impact of the Mergers on the
Company and other statements that are not historical facts. Forward-looking statements are based on current plans, estimates, expectations
and assumptions as of the time they are made, are not guarantees of future performance and should not be relied on as predictions of future
events, and there can be no assurance that such estimates, assumptions and expectations will prove to have been correct. These forward-looking
statements involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company's control, and
other factors that could cause the Company’s actual results or financial condition to differ materially from those expressed or
implied by forward-looking statements, including (i) the risk that the conditions to the Closing, including required regulatory approvals,
are not satisfied or waived on a timely basis or at all, and the risk that the Mergers may not be completed on the anticipated terms,
in the anticipated timeframe or at all, (ii) the occurrence of any event that could give rise to the termination of the Merger Agreement,
(iii) the risks and costs associated with the Mergers and integrating OnRad and achieving the anticipated benefits of the Mergers, (iv)
potential disruption to the businesses of the Company and OnRad, including the ability to retain and hire key personnel and to maintain
relationships with customers, suppliers and other business partners, as well as diversion of management’s time and attention from
ordinary course business operations to completion of the Mergers and integration matters, (v) potential litigation or regulatory action
relating to the Mergers, (vi) the effect of the Mergers on the Company’s indebtedness and leverage, credit ratings and liquidity,
(vii) legislative, regulatory and economic developments, including in the healthcare industry, (viii) the effect of the announcement,
pendency or completion of the Mergers on the market price of the RadNet Common Stock, and (ix) the other risks described under “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may
be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Please read
the Company’s filings with the SEC, which are available on the SEC’s website at https://www.sec.gov, for a discussion of risks
and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking
statements in this Current Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law,
the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new
information, future results or otherwise.
No Offer or Solicitation
This communication is for
informational purposes only and shall not constitute or form part of, an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
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: October 26, 2026 |
RADNET, INC. |
|
| |
|
|
| |
|
|
|
| |
By: |
/s/ Mark D. Stolper |
|
| |
|
Mark D. Stolper |
|
| |
|
Chief Financial Officer |
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
RadNet, Inc.
Announces Agreement to Acquire ONRAD, Inc.
| |
· |
Adds a radiology
professional services platform offering teleradiology and in-hospital staffing for hospitals and health systems |
| |
|
|
| |
· |
Enables RadNet to seamlessly
combine radiology professional services, AI-powered technology solutions and outpatient imaging operations into an integrated offering,
transforming radiology workflows and ultimately improving patient care |
| |
|
|
| |
· |
Uniquely positions RadNet
with an expanded offering to address the full range of care settings where imaging is performed inside and outside of hospitals |
| |
|
|
| |
· |
Acquisition adds to
RadNet a capital-light, high-margin management services platform supporting more than 225 hospital facilities across 26 states with
more than 130 contracted radiologists |
| |
|
|
| · | ONRAD
is expected to add $190 million to $200 million of Revenue and $60 million to $65 million of Adjusted EBITDA(1) to RadNet
in its first year of operation after closing |
| | | |
| · | RadNet and ONRAD management will host a conference call and webcast to
discuss the transaction in more detail on Tuesday, October 27 |
LOS ANGELES, October 26, 2026 — RadNet, Inc. (NASDAQ:
RDNT) (“RadNet” or the “Company”), a national leader in providing high-quality, cost-effective outpatient diagnostic
imaging services and a global developer of digital health solutions, today announced that it has entered into a definitive agreement to
acquire ONRAD, Inc. (ONRAD). ONRAD, through its more than 130 contracted radiologists, is a provider of teleradiology and in-hospital
professional radiology staffing services for hospitals, health systems and other diagnostic imaging sites of care. The transaction is
expected to close in early 2027 and is subject to customary regulatory review and closing conditions. Upon closing, ONRAD shareholders
will receive a cash payment of $350 million and 5 million shares of RadNet, Inc. common stock, subject to customary adjustments. In addition,
an earnout of up to $210 million in value will be payable upon achievement of target EBITDA for 2027. The earnout is payable in cash,
RadNet common stock, or a combination thereof, at RadNet’s election.
“This is the next step in building an imaging company with comprehensive
solutions that brings technology, radiology professional services and imaging operations together to address some of healthcare’s
most pressing challenges and needs,” said Dr. Howard Berger, President and CEO of RadNet. “Connecting RadNet’s established
AI-enabled digital health technology and imaging center operational expertise with ONRAD’s teleradiology and professional staffing
solutions unites the capabilities needed to address the entire continuum of diagnostic imaging under one company. The acquisition will
enhance RadNet’s portfolio of solutions for hospitals and health systems, outpatient freestanding centers, urgent care facilities,
freestanding emergency departments and physician offices.”
Dr. Berger continued, “I welcome ONRAD’s executive team,
its contracted radiologists and all other ONRAD team members into the RadNet family. This transaction is a significant additional step
in leading our industry forward and demonstrating the impact that a transformation to workflow solutions in diagnostic imaging can have
in advancing early detection, population health and improved patient outcomes.”
Through its contracted radiologists, ONRAD provides remote teleradiology
final-read interpretations across many healthcare settings and in-hospital professional radiology staffing services, including interventional
radiology, for hospitals and health systems. Upon closing, ONRAD will become the foundation for RadNet’s third reportable operating
segment, Radiology Professional Services. With the addition of this third operating segment, RadNet becomes a comprehensive radiology
services and solutions provider, addressing the imaging continuum across the full range of care settings, including hospitals, freestanding
ambulatory outpatient centers, primary and specialty care physician offices and standalone urgent care and emergency department facilities.
Strategic Rationale
| |
· |
Connects
three complementary businesses to provide comprehensive imaging solutions. Combining RadNet outpatient imaging operations and
DeepHealth AI-enabled digital health solutions with the ONRAD radiology professional services platform will bring together comprehensive
expertise in the diagnostic imaging industry within one company. Integrating these capabilities for customers and partners across
all diagnostic imaging settings is expected to create efficiencies, improve patient care and lower costs in an unequaled approach. |
| |
· |
Expands RadNet into hospital-based radiology. Hospitals and
health systems account for more than 50% of U.S. diagnostic imaging volume.(2) ONRAD will provide RadNet with an established
platform to support in-hospital and remote professional radiology interpretation services while also expanding the RadNet offerings to
its existing joint venture partners. |
| |
· |
Addresses growing market
demand. U.S. imaging demand growth is outpacing the supply of trained radiologists. With ONRAD, RadNet will be positioned to
further help address this gap by integrating AI-enabled technology with teleradiology and professional staffing services, creating
opportunities to transform workflows, support case prioritization and better match interpretation capacity to demand. |
| |
· |
Adds a fast-growing,
high-margin capital-light business. ONRAD has demonstrated consistent annual revenue growth between 10% and 20% over the last
several years with Adjusted EBITDA(1) margins exceeding 30%. RadNet believes ONRAD will require very little capital to
maintain and grow organically. |
“For 20 years, ONRAD has built long-standing relationships with
hospitals and health systems delivering reliable, high-quality radiology coverage,” said Dave Engert, President and CEO of ONRAD.
“Joining RadNet not only gives us the scale, resources and technology to meet the growing needs of our current and prospective customers,
but it also enables us to offer a unique imaging model that addresses the full continuum of care from outpatient imaging centers to the
acute care environment. The potential to further meet the ever-increasing demand for imaging services along with improving patient outcomes
is what excites me most about our future together.”
Conference Call and Webcast
RadNet will host a conference call and webcast at 8:00 a.m. Eastern
Time on Tuesday, October 27, 2026 to discuss the transaction in further detail. To join by phone, dial 1-844-744-1280 for the U.S. and
Canada and 1-412-564-6465 for international callers. A live webcast will be available at https://viavid.webcasts.com/starthere.jsp?ei=1780997&tp_key=417a069370.
Robert W. Baird & Co. is serving as exclusive financial advisor
to ONRAD, which is a portfolio company of Housatonic Partners.
About RadNet, Inc.
RadNet, Inc. is a leading national provider of freestanding, fixed-site
diagnostic imaging services in the United States based on the number of locations and annual imaging revenue. RadNet has a network of
owned and/or operated outpatient imaging centers. RadNet’s imaging center markets include Arizona, California, Delaware, Florida,
Idaho, Indiana, Maryland, New Jersey, New York, Texas and Virginia. In addition, RadNet provides radiology information technology and
artificial intelligence solutions marketed under the DeepHealth brand, teleradiology professional services and other related products
and services to customers in the diagnostic imaging industry globally. Together with contracted radiologists, and inclusive of full-time
and per diem employees and technologists, RadNet has over 12,000 team members. Learn more at radnet.com.
About ONRAD, Inc.
ONRAD, Inc. is a leading radiology services
company, delivering remote teleradiology final-read impressions and full-service radiology solutions for hospitals, radiology practices,
outpatient clinics and imaging centers. Its spectrum of services includes reading remote and onsite diagnostic studies, interventional
radiology, medical directorship, analytics, peer review, billing and quality oversight — all on the industry’s most advanced, integrated,
AI-powered technology platform. ONRAD reads all modalities and has been Joint Commission accredited since its inception.
Forward-Looking Statements
This
press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact, included in this press release that address activities, events or developments that RadNet expects,
believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,”
“predict,” “potential,” “project” and similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to, statements regarding the transaction discussed herein, the expected timing
and completion of such transaction, the anticipated benefits of such transaction, the potential earnout amount, the expected financial
impact of the transaction on RadNet and other statements that are not historical facts. Forward-looking statements are based on current
plans, estimates, expectations and assumptions as of the time they are made, are not guarantees of future performance and should not be
relied on as predictions of future events, and there can be no assurance that such estimates, assumptions and expectations will prove
to have been correct. These forward-looking statements involve risks and uncertainties, many of which are difficult to predict and are
generally outside RadNet’s control, and other factors that could cause RadNet’s actual results or financial condition to differ
materially from those expressed or implied by forward-looking statements, including (i) the risk that the conditions to the closing of
the transaction, including required regulatory approvals, are not satisfied or waived on a timely basis or at all, and the risk that the
transaction may not be completed on the anticipated terms, in the anticipated timeframe or at all, (ii) the occurrence of any event that
could give rise to the termination of the definitive agreement for the transaction, (iii) the risks and costs associated with the transaction
and integrating ONRAD and achieving the anticipated benefits of the transaction, (iv) potential disruption to the businesses of RadNet
and ONRAD, including the ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business
partners, as well as diversion of management’s time and attention from ordinary course business operations to completion of the
transaction and integration matters, (v) potential litigation or regulatory action relating to the transaction, (vi) the effect of the
transaction on RadNet’s indebtedness and leverage, credit ratings and liquidity, (vii) legislative, regulatory and economic developments,
including in the healthcare industry, (viii) the effect of the announcement, pendency or completion of the transaction on the market price
of RadNet’s common stock, and (ix) the other risks described under “Risk Factors” in RadNet’s most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be additional risks, uncertainties and factors that we do
not currently view as material or that are not necessarily known. Please read the Company’s filings with the SEC, which are available
on the SEC’s website at https://www.sec.gov,
for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required
by law, RadNet undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of
new information, future results or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and shall not
constitute or form part of, an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities,
in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
References
(1)The Company defines Adjusted EBITDA as earnings before
interest, taxes, depreciation and amortization, each from continuing operations and adjusted for losses or gains on the sale of equipment,
other income or loss, debt extinguishments and non-cash equity compensation. Adjusted EBITDA includes equity earnings in unconsolidated
operations and subtracts allocations of earnings to non-controlling interests in subsidiaries, and is adjusted for non-cash or extraordinary
and one-time events taken place during the period.
Adjusted EBITDA is a non-GAAP financial measure used as analytical
indicator by RadNet management and the healthcare industry to assess business performance, and is a measure of leverage capacity and ability
to service debt. Adjusted EBITDA should not be considered a measure of financial performance under GAAP, and the items excluded
from Adjusted EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operating, investing
or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial
performance or liquidity. As Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying
methods of calculation, this metric, as presented, may not be comparable to other similarly titled measures of other companies.
The Company’s guidance or target for ONRAD’s addition to
Adjusted EBITDA is also a non-GAAP financial measure that excludes or otherwise has been adjusted for non-GAAP adjustment items from the
Company’s GAAP financial statements. When the Company provides guidance or its target for ONRAD’s addition to Adjusted EBITDA,
it does not provide a reconciliation of the GAAP measure as it is unable to predict with a reasonable degree of certainty the actual impact
of the non-GAAP adjustment items. By their very nature, non-GAAP adjustment items are difficult to anticipate with precision because they
are generally associated with unexpected and unplanned events that impact the Company and its financial results. Therefore, the Company
is unable to provide a reconciliation of these measures without unreasonable efforts.
(2)Based on a Signify analysis.
RadNet
Media Contacts
Jane Mazur
Senior Vice President, Corporate Communications
+1 585-355-5978
jane.mazur@radnet.com
Mark Stolper
Executive Vice President and Chief Financial Officer
+1 310-445-2800
