Zynex (ZYXI) avoids SEC action as Chapter 11 puts common stock at risk

Rhea-AI Filing Summary

Zynex, Inc. reported that the U.S. Securities and Exchange Commission has concluded its investigation and, based on information available, does not intend to recommend an enforcement action against the company. This investigation had been previously disclosed.

The company also reminds investors that its common stock was delisted from Nasdaq following the commencement of voluntary Chapter 11 cases and now trades on the Pink Limited Market under the symbol ZYXIQ. Zynex cautions that trading in its securities during the Chapter 11 process is highly speculative, as the restructuring is expected to cause equity holders to experience a significant loss and the common stock is likely to be cancelled.

Positive

• SEC investigation concluded with no enforcement recommendation: The SEC advised that, based on information at the time of its letter, it does not intend to recommend an enforcement action against Zynex, removing a previously disclosed regulatory uncertainty.

Negative

• Severe equity risk in ongoing Chapter 11: Zynex warns that trading in its securities during the Chapter 11 cases is highly speculative, expects equity holders to experience a significant loss, and notes the likelihood that its common stock will be cancelled in the restructuring.
• Delisting and deregistration of common stock: The company’s shares were suspended from Nasdaq, moved to the Pink Limited Market as ZYXIQ, and a Form 25 has been filed, with deregistration under Section 12(b) to follow after the applicable period.

Insights

Distressed credit and restructuring analyst

SEC probe ends with no action, but Chapter 11 still threatens equity.

Zynex received a letter from the SEC stating it does not intend to recommend an enforcement action, removing one regulatory overhang that had been disclosed in earlier periodic reports. This narrows the set of immediate legal uncertainties around past conduct.

However, the company remains in Chapter 11, and its stock has been delisted from Nasdaq and moved to the Pink Limited Market as ZYXIQ. The company explicitly warns that trading is highly speculative and that equity holders are expected to suffer a significant loss, with a stated likelihood the common stock will be cancelled in the restructuring transactions.

Future outcomes depend on bankruptcy court rulings, confirmation of a plan of reorganization, and the company’s ability to complete restructuring transactions under its support agreement. These steps, and any resulting treatment of existing shares, will be detailed in subsequent court and SEC materials.

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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): February 18, 2026

ZYNEX, INC.

(Exact name of registrant as specified in its charter)

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Nevada (State or other jurisdiction of incorporation)	​ ​ ​	001-38804 (Commission File Number)	​ ​ ​	90-0275169 (IRS Employer Identification No.)
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9655 Maroon Circle, Englewood, CO (Address of principal executive offices)			​	80112 (Zip Code)

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Registrant’s telephone number, including area code: (800) 495-6670

Not Applicable

(Former name or former address, if changed since last report.)

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:

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Common Stock, $0.001 par value per share	​	ZYXIQ	​	OTC Markets Group, Inc.*

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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 December 17, 2025, Zynex, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to delist the Company’s common stock as a result of the Company and certain of its subsidiaries commencing voluntary cases under chapter 11 of title 11 of the United States Code on December 15, 2025. On December 24, 2025, the Company’s common stock was suspended from trading on Nasdaq and began trading on the Pink Limited Market, operated by OTC Markets Group, under the symbol “ZYXIQ.” On January 23, 2026, Nasdaq filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”), which became effective 10 calendar days after such filing on February 2, 2026. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25.

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Item 8.01Other Events.

On February 18, 2026, Zynex, Inc. (the “Company”) received a letter (the “Letter”) from the U.S. Securities and Exchange Commission (the “SEC”) advising the Company that the SEC has concluded its investigation into the Company and that, based on the information as of the date of the Letter, the SEC does not intend to recommend an enforcement action against the Company. The Letter was provided under the guidelines set out in the final paragraph of Securities Act Release No. 5310. The investigation was previously disclosed by the Company in its periodic reports under the Securities Exchange Act of 1934, as amended.

Cautionary Note Regarding the Chapter 11 Cases

The Company cautions that trading in the Company’s securities during the pendency of the previously disclosed Chapter 11 cases of the Company and certain of its subsidiaries (the “Chapter 11 Cases”) is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that its equity holders will experience a significant loss on their investment if the restructuring transactions contemplated by the Chapter 11 Cases (the “Restructuring Transactions”) are implemented.

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Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Restructuring Transactions, including the Company’s ability to complete the Restructuring Transactions on the terms contemplated by the previously disclosed restructuring support agreement, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of the Restructuring Transactions. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Some of these risks and uncertainties include: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to the Company’s ability to obtain bankruptcy court approval with respect to motions in the Chapter 11 Cases and approval of requisite stakeholders and confirmation by the bankruptcy court of the plan of reorganization, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of bankruptcy court rulings in the Chapter 11 Cases, the ultimate outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, attendant risks associated with restrictions on the Company’s ability to pursue its business strategies while the Chapter 11 Cases are pending, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity, the likelihood of the cancellation of the Company’s common stock in the Chapter 11 Cases, uncertainty regarding the Company’s ability to retain key personnel and management, uncertainty and continuing risks associated with the Company’s ability to achieve its goals and continue as a going concern. Such risks and other factors also include those listed in Part II, Item 1A. “Risk Factors” and in Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K/A filed with the SEC on July 24, 2025, Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on July 31, 2025, Part II, Item 1A. “Risk Factors” of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 17, 2025, and our other filings with the SEC. When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated by reference. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by applicable laws and regulations.

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You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events or otherwise.

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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.

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DATED: February 19, 2026	ZYNEX, INC.
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​	By:	/s/ Vikram Bajaj
​	Name:	Vikram Bajaj
​	Title:	Chief Financial Officer

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FAQ

What did the SEC decide about Zynex, Inc. (ZYXI)?

The SEC sent Zynex a letter stating it has concluded its investigation and, based on information available as of that letter, does not intend to recommend an enforcement action. This removes a previously disclosed regulatory overhang for the company.

Why was Zynex, Inc. (ZYXI) delisted from Nasdaq?

Zynex was delisted from Nasdaq after the company and certain subsidiaries commenced voluntary Chapter 11 bankruptcy cases. Nasdaq determined to remove the common stock, leading to suspension of trading and a subsequent Form 25 filing with the SEC.

Where does Zynex, Inc. stock trade now and under what symbol?

After suspension from Nasdaq, Zynex’s common stock began trading on the Pink Limited Market operated by OTC Markets Group. It currently trades under the symbol ZYXIQ, reflecting its new over-the-counter status following delisting.

What does Zynex, Inc. say about risks of trading its stock during Chapter 11?

Zynex cautions that trading its securities during the Chapter 11 cases is highly speculative and very risky. It notes that trading prices may not reflect actual recoveries and expects equity holders to suffer significant losses in the restructuring transactions.

Could Zynex, Inc. (ZYXI) common stock be cancelled in the restructuring?

Yes. Zynex specifically highlights the likelihood of cancellation of its common stock in the Chapter 11 process. The company expects equity holders to experience a significant loss if the contemplated restructuring transactions are implemented under the plan of reorganization.

What uncertainties does Zynex, Inc. highlight about its Chapter 11 cases?

The company cites risks around obtaining bankruptcy court approvals, confirmation of a reorganization plan, the length of time under Chapter 11, impacts on liquidity and operations, and its ability to retain key personnel and continue as a going concern.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.3 KB
• EX-101 EX-101.PRE 9.3 KB