RadNet, Inc. — Annual Report 2024

Apr 28, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

For the transition period from ____to _____

Commission file number 001-33307

RadNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3326724
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification
No.)
1510 Cotner Avenue
Los Angeles , California	90025
(Address
of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 478-7808

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, $.0001 par value	RDNT	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $ 4.2 billion on June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) based on the closing price for the common stock on the NASDAQ Global Market on June 30, 2024.

The number of shares of the registrant’s common stock outstanding on February 24, 2025, was 74,041,715 .

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EXPLANATORY NOTE

On March 3, 2025, RadNet, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”). This Amendment amends the Original 10-K solely to file Exhibit 19.1 (Insider Trading Policy), which was inadvertently omitted from the Original 10-K.

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original 10-K. This Amendment is an exhibit-only filing. Except for the inclusion of Exhibit 19.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

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PART IV

Item 15. Exhibits and Financial Statements Schedule

(a) Documents filed as part of this annual report on Form 10-K

(1) Financial Statements
Page Reference

See “ Financial Statements ” in Item 15 of Form 10-K, which is incorporated by reference.

(2) Financial Statement Schedules

Schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

(3) Exhibits

The following exhibits are filed herewith or incorporated by reference herein:

Exhibit No.	Description of Exhibit
3.1	Certificate of Incorporation of
RadNet, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 filed with Form 8-K on September 4, 2008).
3.2	Certificate of Amendment to
Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008 (incorporated by reference to Exhibit
3.2 filed with Form 8-K on September 4, 2008).
3.3	Amended and Restated Bylaws of
RadNet, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 filed with Form 8-K on February 6, 2020).
4.1	Description of Securities (incorporated by reference the Description of Common Stock contained in the registration statement on Form S-3ASR filed on December 27, 2022).
10.1*	Equity Incentive Plan, amended and
restated as of April 27, 2023 (incorporated by reference to Exhibit 99.1 filed with Form S-8 registration statement on August 9, 2023).
10.2	Form of Incentive Stock Option
Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.2 filed with Form S-8 registration statement on August 9, 2023).
10.3*	Form of Nonstatutory Stock Option
Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.3 filed with Form S-8 registration statement on August 9, 2023).

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| 10.4 | Form of Stock Award Agreement for
the Equity Incentive Plan (incorporated by reference to Exhibit 99.4 filed with Form S-8 registration statement on August 9, 2023). |
| --- | --- |
| 10.5 | Form of Stock Units Agreement
(deferred settlement) for the Equity Incentive Plan (incorporated by reference to Exhibit 99.5 filed with Form S-8 registration statement on August 9, 2023). |
| 10.6 | Nonqualified Deferred
Compensation Plan, effective as of May 5, 2016 (incorporated by reference to Exhibit 10.1 filed with Form 8-K on May 9, 2016). |
| 10.7 | Form of Indemnification
Agreement between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.1 filed with Form 8-K on June 14, 2021). |
| 10.8 | Employment Agreement dated as of
April 20, 2023 with Howard G. Berger, M.D. (incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 26, 2023). |
| 10.9 | Amendment to Employment
Agreement dated January 1, 2024 with Howard G. Berger, M.D. (incorporated by reference to Exhibit 10.9 filed with Form 10-K on February 29, 2024). |
| 10.10 | Employment Agreement dated
September 1, 2022 with Mark D. Stolper (incorporated by reference to Exhibit 10.1 filed with Form 8-K on September 2, 2022). |
| 10.11 | Amendment to Employment
Agreement dated January 1, 2024 with Mark D. Stolper (incorporated by reference to Exhibit 10.11 filed with Form 10-K on February 29, 2024). |
| 10.12 | Employment Agreement dated
September 1, 2022 with Stephen M. Forthuber (incorporated by reference to Exhibit 10.2 filed with Form 8-K on September 2, 2022). |
| 10.13 | Amendment to Employment
Agreement dated January 1, 2024 with Stephen M. Forthuber (incorporated by reference to Exhibit 10.13 filed with Form 10-K on February 29, 2024). |
| 10.14 | Employment Agreement dated
September 1, 2022 with Norman R. Hames (incorporated by reference to Exhibit 10.3 filed with Form 8-K on September 2, 2022). |
| 10.15 | Amendment to Employment
Agreement dated January 1, 2024 with Norman R. Hames (incorporated by reference to Exhibit 10.15 filed with Form 10-K on February 29, 2024). |
| 10.16 | Employment Agreement dated
September 1, 2022 with Mital Patel (incorporated by reference to Exhibit 10.4 filed with Form 8-K on September 2, 2022). |
| 10.17 | Amendment to Employment
Agreement dated January 1, 2024 with Mital Patel (incorporated by reference to Exhibit 10.17 filed with Form 10-K on February 29, 2024). |
| 10.18* | Employment Agreement
dated September 1, 2022 with David J. Katz (incorporated by reference to Exhibit 10.15 filed with Form 10-K on March 1, 2023). |

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| 10.19 | Amendment to Employment
Agreement dated January 1, 2024 with David J. Katz (incorporated by reference to Exhibit 10.19 filed with Form 10-K on February 29, 2024). |
| --- | --- |
| 10.20 | Employment Agreement dated June 1,
2020 with Gregory Sorensen (incorporated by reference to Exhibit 10.1 filed with Form 8-K on August 9, 2023). |
| 10.21 | Employment Agreement, dated
September 11, 2024, between Aidence B.V. and Cornelis Wesdorp (incorporated by reference to Exhibit
10.1 filed with Form 8-K on September 12, 2024). |
| 10.22 | Amended and Restated Management and
Service Agreement between Radnet Management, Inc. and Beverly Radiology Medical Group III dated January 1, 2004 (incorporated by reference to Exhibit 10.16 filed with Form 10-K for the year ended October 31, 2003). |
| 10.23 | Second Amended and Restated First
Lien Credit and Guaranty Agreement, dated as of April 23, 2021, by and among RadNet Management, Inc., a California corporation,
RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of RadNet Management, Inc., as Guarantors, the Lenders and
other financial institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent
(incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 26, 2021). |
| 10.24 | First Amendment to Second Amended
and Restated First Lien Credit and Guaranty Agreement dated March 27, 2023 (incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 4, 2023). |
| 10.25 | Third Amended and Restated First
Lien Credit and Guaranty Agreement, dated as of April 18, 2024, by and among RadNet Management, Inc., a California corporation,
RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of RadNet Management, Inc., as Guarantors, the Lenders and
other financial institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent
(incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 18, 2024). |
| 10.26 | Amendment No. 1 to Credit and
Guaranty Agreement, dated as of November 26, 2024, by and among RadNet Management, Inc., a California corporation, RadNet, Inc., a
Delaware corporation, certain subsidiaries and affiliates of RadNet Management, Inc., as Guarantors, the Lenders and other financial
institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 filed with Form 8-K on November 26, 2024). |
| 19.1* | Insider Trading Policy. |
| 21.1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 filed with Form 10-K on March 3, 2025). |
| 23.1 | Consent of Independent
Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 filed with Form 10-K on March 3, 2025). |
| 24.1 | Power
of Attorney (incorporated by reference to Signature Page filed with Form 10-K on March 3, 2025). |

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31.1 **	CEO Certification pursuant to Section 302.
31.2 **	CFO Certification pursuant to Section 302.
32.1	CEO Certification pursuant to
Section 906 (incorporated by reference to Exhibit 32.1 filed with Form 10-K on March 3, 2025).
32.2	CFO Certification pursuant to
Section 906 (incorporated by reference to Exhibit 32.1 filed with Form 10-K on March 3, 2025).
97.1*	RadNet, Inc. Policy
on Recovery of Erroneously Awarded Compensation adopted November 8, 2023 (incorporated by reference to Exhibit 97.1 filed with Form 10-K on February 29, 2024).
101.INS	XBRL Instance Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

• Indicates management contract or compensatory plan.

** Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ HOWARD G. BERGER, M.D .
Howard G. Berger, M.D., President,
Chief Executive Officer and Director

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