As filed with the Securities and Exchange Commission on December 2, 2025

Registration No. 333-291590

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Lumexa Imaging Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware		8071		41-2605845
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

4200 Six Forks Road

Suite 1000

Raleigh, North Carolina 27609

(919) 763-1100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Caitlin Zulla

Chief Executive Officer

Lumexa Imaging Holdings, Inc.

4200 Six Forks Road

Suite 1000

Raleigh, North Carolina 27609

(919) 763-1100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Samir A. Gandhi, Esq. Alexander E. Csordas, Esq. Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300		Craig E. Marcus, Esq. Tristan VanDeventer, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199 (617) 951-7000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

 

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 7(a)(2)(B) of the Securities Act. ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

EXPLANATORY NOTE

Lumexa Imaging Holdings, Inc., the registrant whose name appears on the cover of this registration statement, was incorporated under the laws of Delaware on November 14, 2025 as a wholly owned subsidiary of US Radiology Specialists Holdings, LLC which, effective July 8, 2025, changed its name to Lumexa Imaging Equity Holdco, LLC. The consolidated historical financial statements and summary historical consolidated financial data included in this registration statement are those of Lumexa Imaging Equity Holdco, LLC (“Holdings LLC”) and its consolidated subsidiaries, the entity through which the business is presently operated. Immediately prior to the closing of this offering, the registrant will assume control of the business and affairs of the direct and indirect subsidiaries of Holdings LLC.

 

TABLE OF CONTENTS

 

 

		PAGE
PROSPECTUS SUMMARY			1
RISK FACTORS			22
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			48
USE OF PROCEEDS			50
DIVIDEND POLICY			51
ORGANIZATIONAL STRUCTURE			52
CAPITALIZATION			54
DILUTION			56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			59
BUSINESS			81
MANAGEMENT			102
EXECUTIVE AND DIRECTOR COMPENSATION			110
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			122
PRINCIPAL STOCKHOLDERS			124
DESCRIPTION OF CAPITAL STOCK			127
SHARES ELIGIBLE FOR FUTURE SALE			132
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK			134
UNDERWRITING			138
LEGAL MATTERS			151
EXPERTS			152
WHERE YOU CAN FIND ADDITIONAL INFORMATION			153
INDEX TO FINANCIAL STATEMENTS			F-1

 

 

Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we may authorize to be delivered or made available to you. Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations, liquidity and future growth prospects may have changed since that date.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of our common stock and the distribution of this prospectus outside of the United States.

BASIS OF PRESENTATION

Organizational Structure

In connection with this offering, we will undertake certain transactions to reorganize our organizational structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Organizational Structure” and this offering and the application of the proceeds therefrom, which we refer to collectively as the “Transactions.”

See the section titled “Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

Presentation of Financial Information

Except as otherwise disclosed in this prospectus, the consolidated historical financial statements and summary historical consolidated financial data and other historical financial information included in this registration statement are those of Holdings LLC and its consolidated subsidiaries. Lumexa Imaging Holdings, Inc. will be the audited financial reporting entity and successor entity following this offering.

The historical financial information of Lumexa Imaging Holdings, Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and has no assets, liabilities or contingent liabilities during the periods presented in this prospectus. Instead, because Lumexa Imaging Holdings, Inc. has no interest in any operations other than those of Holdings LLC (and Holdings LLC has no interest in any operations other than those of its subsidiaries and any of its equity method investees), the historical consolidated financial information included in this prospectus is that of Holdings LLC and its consolidated subsidiaries.

We refer to numbers and metrics relating to or deriving from our managed physician practices (the source of our professional services revenue) and all of our outpatient imaging centers, including our wholly owned centers and our centers owned by and practices managed through our franchise centers (the “Franchise Centers”) and variable interest entities (the Franchise Centers and our variable interest entities, together, our “VIEs”), which we consolidate for financial reporting purposes, plus those centers owned by our joint ventures with health systems (our “unconsolidated affiliates”), which are not included in our consolidated GAAP total revenue but which we report using the equity method of accounting, collectively, as “system-wide.” Certain financial information for our unconsolidated affiliates is presented in this prospectus on an aggregated basis as part of our system-wide key operating metrics. Not all of the financial information for our unconsolidated affiliates is prepared by the Company’s management or audited. Management believes including our unconsolidated affiliates in the Company’s system-wide financial information is useful for investors to understand the size and performance of our joint venture relationships. However, the system-wide financial information presented in this prospectus does not adjust for the Company’s economic ownership percentage in its joint ventures.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Non-GAAP Financial Measures

Throughout this prospectus, we provide a number of non-GAAP financial measures used by management, including Adjusted EBITDA and Adjusted EBITDA margin. These non-GAAP financial measures are discussed in more detail in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and Non-GAAP Financial Measures.”

We use these non-GAAP financial measures to supplement financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”). We believe that excluding certain items from our GAAP results allows management to better understand our financial performance from period to period and

better project our future financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net loss determined in accordance with GAAP. There are limitations to the use of the non-GAAP financial measures presented in this prospectus. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. For a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP financial measures, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and Non-GAAP Financial Measures.”

TRADEMARKS

This prospectus includes our current and proposed trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the geographic areas in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Such information is as of its original publication dates (and not as of the date of this prospectus). Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. While we are responsible for all of the disclosure in this prospectus and believe the third-party information and our internal company research, data and estimates contained in this prospectus to be reliable, neither we nor the underwriters have independently verified any third-party information nor has any independent source verified our internal company research, data and estimates. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our financial statements and related notes appearing at the end of this prospectus, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, results of operations, liquidity and stock price. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Risks Related to Our Business and Our Industry

Our ability to generate revenue depends in large part on referrals from physicians and other healthcare providers.

A significant portion of the services that we perform are derived from patient referrals from unaffiliated physicians and other healthcare providers. Those physicians and other healthcare providers do not have any contractual obligation to refer patients to us. If a sufficiently large number of these physicians and other healthcare providers were to discontinue referring patients to us, our imaging procedure volume would decrease, which would reduce our revenue and operating margins. Further, because the majority of our routine and advanced imaging volume involves providing non-recurring services to patients, our business depends on continuing to receive new referrals from physicians and other healthcare providers.

Further, commercial third-party payors have implemented managed care programs that could limit the ability of physicians to refer patients to us. For example, health maintenance organizations sometimes contract directly with providers and require their enrollees to obtain services exclusively from those contracted providers. Some insurance companies and self-insured employers also limit services to contracted providers. These “closed panel” systems are now common in the managed care environment. Other systems, such as preferred physician organizations, create an economic disincentive for referrals to providers outside the system’s designated panel of providers. We seek to be the designated provider under these systems. If we are unable to compete successfully for these managed care contracts, our revenues and our prospects for growth could be adversely affected.

Because many of our costs are fixed, lower scan volumes or other decreases to revenues could adversely affect the profitability of our business.

The principal components of our operating expenses are compensation paid to radiologists and radiologic technologists, salaries, real estate lease expenses, equipment maintenance costs and depreciation and amortization. Because many of these expenses are fixed and rates under our contracts with reading radiologists are typically provided on a per-scan basis or percentage of revenue with no guaranteed minimum volumes, a relatively small change in our revenue could have a disproportionate effect on our operating and financial results. Thus, decreased revenue as a result of lower scan volumes, modality mix or reductions in reimbursement rates could result in lower margins, which could materially adversely affect our business, financial condition, results of operations, liquidity and stock price.

Our ability to maintain and attract new business depends upon the quality of our services, our reputation and the reputations of our radiologists, joint venture partners and the third-party providers with whom we contract.

Our business depends heavily on the quality of our services and our reputation, as well as the reputations of our radiologists, joint venture partners and the third-party providers with whom we contract, to secure new business. Any factor that diminishes our, our radiologists’ or our joint venture partners’ or the third-party providers with whom we contract’s reputations could hinder our ability to attract new patients and customers or retain existing patients and customers. Furthermore, the patient and referring physician satisfaction surveys we use to monitor our reputation and quality of service may not be accurate.

Our reputation is susceptible to damage by negative events such as disputes with patients or customers, information technology security breaches and actions or statements outside of our control by our radiologists, our joint venture

 

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partners, the third-party providers with whom we contract, government agencies, current or former patients, customers or competitors. Damage to our, our radiologists’, our joint venture partners’ or the third-party providers with whom we contract’s reputations could be difficult and costly to repair, could cause difficulty in retaining or attracting patients and customers and could impede efforts to recruit and retain radiologists and other healthcare providers.

If our contracted radiology practices terminate their agreements with us, our business could be negatively impacted.

Our business is substantially dependent on the radiology groups that we contract with to provide medical services for our imaging centers. The majority of the radiologists we work with are part of those contracted radiology practices. Under the terms of our professional services agreements, the radiology groups are required to provide medical services at our centers and, in some cases, any new centers that we open or acquire in their areas of operation. Although our professional services agreements have terms that automatically renew, the radiology groups have the right to terminate those agreements if we default on our obligations and fail to cure the default, upon certain regulatory changes and, typically with advanced notice, without cause. Also, the various radiology groups’ ability to continue performing under our professional services agreements may be curtailed or eliminated due to the radiology groups’ own financial difficulties, loss of radiologists or other circumstances outside of our control.

If any of our contracted radiology groups cannot perform their obligations to us, we would need to contract with one or more other radiology groups to provide professional medical services. We may not be able to locate radiology groups willing to provide those services on terms acceptable to us, if at all. The termination of a professional services agreement with a radiology group could result in both short and long-term loss of revenue and adversely affect our performance and reputation in the areas served by the departing radiology group.

We are dependent on our and our contracted radiology practices’ ability to hire and retain qualified radiologists and radiologic technologists, as well as our ability to hire and retain key personnel.

At times, there have been shortages of qualified radiologists and radiologic technologists in some of the regions we serve. Competition in recruiting radiologists and radiologic technologists may make it difficult for us and our contracted radiology practices to maintain adequate staffing. If a significant number of radiologists and radiologic technologists terminate their relationships with us or our contracted radiology practices and we or those radiology practices cannot recruit sufficient qualified radiologists and radiologic technologists to replace them, our ability to maximize the use of our diagnostic imaging centers and our financial results could be adversely affected.

We are experiencing tighter labor conditions in some of the markets we serve. As a result, we and our contracted radiology practices have experienced increased salary and professional services expenses. Increased expenses for the contracted radiology practices impact our financial results because those contracted radiology practices may demand increases in the professional services fees we pay them.

In addition, our business strongly depends upon the services and management experience of our senior management team and local management personnel. The loss of certain key members of our senior management could adversely affect our business until suitable replacements can be found.

Our labor costs have been, and we expect they will continue to be, adversely affected by competition for staffing, the nationwide shortage of radiologists and experienced and skilled healthcare professionals and regulatory activity, including changes in minimum wage laws.

Our operations are dependent on the availability, efforts, abilities and experience of management and medical support personnel, as well as our radiologists. Over the past several years, the healthcare industry has faced considerable workforce challenges, including shortages of skilled personnel and increased wage competition. In addition, we compete with other healthcare providers in recruiting and retaining radiologists, of which there is also a shortage and for whom average salaries have been increasing. In some of the regions in which we operate, states or municipalities have increased the applicable minimum wage, which has created more competition and, in some cases, higher labor costs. If prevailing wages continue to be driven higher, we could suffer increased employee turnover and increased costs, adversely affecting our business.

We have a substantial number of employees who are paid on a part-time or per diem basis. As minimum wage rates increase, related laws and regulations change, or inflationary or other pressures increase wage rates, we and our partners may need to increase not only the wage rates of minimum wage employees, but also the wages paid to other

 

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hourly or salaried employees. If additional states adopt similar minimum wage increases, the effect on our cost of operations would be compounded. We also expect that inflationary pressures will continue to impact our salaries, wages, benefits and other costs.

Because the majority of our services are performed under or based on multi-year contracted rates with commercial insurance companies or through government programs such as Medicare and Medicaid, we may be unable to offset any increased labor costs. Any such increase in costs, without an attendant increase in revenues or offsetting increase in operating efficiency, would reduce profitability and cash flows.

Our joint ventures depend on existing relationships with key health system partners. If we are unable to maintain synergistic relationships with these health systems, or enter into new relationships with health systems, we may be unable to implement our business strategies successfully.

Our joint ventures depend in part on the efforts, reputations and success of our health system partners and the strength of our relationships with those systems. Our joint ventures could be adversely affected by any damage to those health systems’ reputations or to our relationships with them. In addition, damage to our business reputation could negatively impact the willingness of health systems to enter into relationships with us. Furthermore, our joint venture agreements typically include termination rights for uncured failures to perform. If we are unable to maintain existing arrangements on favorable terms or enter into relationships with additional health system partners, we may be unable to implement our business strategies for our joint ventures successfully.

Adverse changes in general domestic and worldwide economic conditions could adversely affect our business, financial condition, results of operations, liquidity and stock price.

Our business has in the past been, and may in the future continue to be, affected by a number of macro-economic factors that are beyond our control. Negative conditions in the general economy both in the United States and abroad could adversely affect our business, including conditions resulting from changes in gross domestic product growth, financial market and interest rate fluctuations, the systemic impact of a potential long-term and wide-spread recession, inflation, energy costs, changes in international trade policies such as trade disputes, geopolitical issues, natural catastrophes, war and terrorist attacks.

Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events affecting the world’s major economies. Continued turbulence in domestic and international markets and economies may adversely affect our business, financial condition, results of operations, liquidity and stock price. To the extent there is a sustained general economic downturn, our business, financial condition, results of operations, liquidity and stock price may be affected by reductions in overall spending on healthcare, including by patients opting to defer or forgo non-emergency procedures. A decline in global economic conditions could also have a significant impact on the financial condition and operations of our third-party payors, contracting radiology groups, health system joint venture partners and equipment manufacturers. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery. Further, political tensions resulting from trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. In addition, tightening of the equity and debt markets makes it more difficult to raise capital at a reasonable valuation or at all.

We have also faced and could continue to face the risk of potential declines in the population covered under private insurance, patient decisions to postpone or forgo receiving services, potential increases in the uninsured and underinsured populations we serve and further difficulties in the ability for our patients to pay for services, including collecting patient co-payment and deductible receivables. A shift in our payor mix from managed care and other private payors to government payors as well as an increase in the number of uninsured patients may result in a reduction in our rates of reimbursement or an increase in uncollectible receivables or uncompensated care, with a corresponding decrease in our revenue.

A downturn in the economic environment could also lead to increased risk of collection on our accounts receivable, impairment of goodwill and increased risk of failure of financial institutions, including insurance companies. These and other economic events could materially adversely affect our business, financial condition, results of operations, liquidity and stock price.

 

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We experience competition from other diagnostic imaging companies, hospitals and physician’s practices, and this competition could adversely affect our revenue and business.

The market for diagnostic imaging services is highly competitive. We compete for patients principally on the basis of our reputation, our ability to provide multiple scan modalities, centers’ locations and hours of operation, scheduling availability, appointment length and quality of diagnostic imaging services. Furthermore, healthcare consumers are able to access performance data on quality measures and patient satisfaction, as well as pricing information for services, to compare competing providers.

Our competitors include other IDTF operators, as well as hospitals, clinics, radiology groups and physician’s practices that operate their own imaging equipment (some of which are sources of referrals to our business). Some of our competitors may have, now or in the future, access to greater financial resources than we do and may have access to newer, more advanced equipment. If our competitors are better able to attract patients, recruit radiologists, expand services or obtain more referrals from physicians and other healthcare providers than we are, we may experience an overall decline in patient volumes, which could adversely affect our business, financial condition, results of operations, liquidity and stock price.

If reimbursement rates paid by third-party governmental or commercial payors are reduced or if we fail to successfully manage the reimbursement and collections processes, our business, financial condition, results of operations, liquidity and stock price could be harmed.

A significant portion of our business is derived from federal and state reimbursement programs such as Medicare or Medicaid. From time to time, those programs implement changes designed to contain healthcare costs, some of which have resulted in decreased reimbursement rates for diagnostic imaging services. On October 31, 2025, Centers for Medicare and Medicaid Services (“CMS”) released the calendar year 2026 Medicare Physician Fee Schedule final rule, which governs Medicare payment for the majority of our services in calendar year 2026. Medicare payment and coverage policies in the final rule or subsequent changes could result in reimbursement reductions or reduced volume of diagnostic imaging services at our imaging centers. For example, Congress established automatic spending reductions under the Budget Control Act of 2011, resulting in a 2% reduction in Medicare payments that began in 2013 and extends through the first six months of the fiscal year 2032 sequestration order. In addition, as a result of The American Rescue Plan Act, an additional Medicare payment reduction of up to 4% was requested to take effect in January 2022. While Congress delayed implementation of this reduction until 2025, waiving such cuts for 2023 and 2024, the passage of the American Relief Act of 2025 has since effectively prevented the Medicare payment reduction from going into effect. Importantly, any adjustment in Medicare reimbursement rates may have a detrimental impact on our reimbursement rates not only for Medicare patients, but also for patients covered by other third-party payors, since other third-party payors often base their reimbursement rates on a percentage of Medicare rates. Additionally, fluctuations in state-determined Medicaid reimbursement rates, which historically reimburse at a lower rate than Medicare, may further negatively impact our business.

Further, our revenue depends on achieving broad coverage and reimbursement for our tests from third-party payors, including both commercial payors. Payment from third-party payors differs depending on whether we have entered into a contract with the payor as a “participating provider” or do not have a contract and are considered a “non-participating provider.” Payors will often reimburse non-participating providers, if at all, at a lower rate than participating providers. In certain instances, when we are non-participating, we can also be subject to the requirements and payment dispute resolution process set forth in the No Surprises Act (“NSA”). If we are not able to obtain or maintain coverage and adequate reimbursement from commercial payors, we may not be able to effectively increase our patient volume and revenue as expected. Additionally, retrospective reimbursement adjustments can negatively impact our revenue and cause our financial results to fluctuate.

One of the principal objectives of health maintenance organizations, preferred provider organizations and managed care organizations is to control the cost of healthcare services. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our network could have a negative impact on the utilization and pricing of our services, because these organizations will exert greater control over patients’ access to diagnostic imaging services and the selections of the providers of and reimbursement rates for those services. Treatment methodologies and governmental or commercial health insurance controls designed to reduce spending on healthcare procedures may also reduce our revenue and profitability. Controls imposed by Medicare, employer-sponsored healthcare plans and commercial health insurance payors

 

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designed to reduce the volume and costs of services provided to patients, in some instances referred to as “utilization review,” could adversely affect our facilities and medical practices. Relatedly, reimbursement rate cuts may be pursued as a cost-saving measure by third-party payors resulting from the implementation of the federal No Surprises Act and similar insurer-provider payment dispute laws, which also may negatively impact our revenue. Further reforms or other changes to these payment systems may be proposed or adopted, either by the U.S. Congress or by CMS, including bundled payments or denial to reimburse for certain procedures.

Relatedly, billing for healthcare services is an important but complex aspect of our business. In particular, the current practice of providing radiology services in advance of payment or, in many cases, irrespective of the patient’s ability to pay for such services, may have significant negative impact on our revenue, bad debt expense and cash flow. We bill numerous and varied payors, such as self-pay patients, managed care payors and Medicare. These different payors typically have different billing requirements that must be satisfied prior to receiving payment for services rendered. For example, depending on the payor, we may be required to obtain certain payor-specific documentation from physicians and other healthcare providers before submitting claims for reimbursement. In addition, certain payors have filing deadlines and will not pay claims submitted after such deadlines.

Reimbursement is typically conditioned on our documenting medical necessity and the appropriateness of service and correctly applying diagnosis codes. Incorrect or incomplete documentation and billing information could result in non-payment for services rendered. We cannot ensure that we will be able to effectively manage the reimbursement process and collect payments promptly.

In addition, certain of our services may require patients to pay out-of-pocket fees. Our ability to collect these out-of-pocket fees is subject to various coverage and reimbursement policies of third-party payors that may change over time and may be open to a variety of interpretations and applications.

Changes in coverage policies or errors in our billing and collections procedures could adversely affect our revenue and business. Any reduction in the rate that we can charge for our imaging services under these programs will reduce our revenues and operating margins per procedure under those reimbursement programs. Unless we can secure additional procedure volumes, increase utilization of our equipment or change the overall modality mix of procedures that we provide, a decline in reimbursement rates will reduce our revenues and results of operations.

There are risks associated with our current and potential future use of AI.

When used responsibly, we believe AI has the potential to enhance our business processes and support efficient delivery of high-quality care. However, AI may not always operate as intended, which could lead to operational inefficiencies, misdiagnoses or inaccurate radiologist report translations, which could give rise to malpractice liability or reputational harm. The rapid development of AI tools could also render obsolete certain technologies or tools we currently use, or otherwise provide competitors with a technological edge. Moreover, AI systems, which require the collection and processing of sensitive patient data, present potential security and privacy risks. If our current or future technologies or applications fail to operate as anticipated or do not perform as specified, we may be subject to liability and reputational harm. We could further be subject to private claims and enforcement actions, even if AI systems we utilize operate as intended, including claims or actions related to false advertising, unfair competition, privacy, anti-discrimination, intellectual property infringement or prohibitions on the corporate practice of medicine. New or evolving legislation or regulations might impose restrictions on how AI tools can be used, requiring us to adapt our tools or face various penalties for noncompliance. The federal government and the states have also begun to regulate healthcare AI, and AI more generally, especially when an AI system makes decisions with less human oversight. Multiple states are considering AI regulation that may affect our operations. The final form of many of these regulations has not been determined, but they may capture our AI workstreams. For instance, Colorado has enacted a comprehensive AI regulation that may adversely affect our operations when it takes effect on February 1, 2026. This law regulates “developers” and “deployers” of “high-risk” AI systems, which is defined as any system that, when deployed, makes, or is a “substantial factor in making” “a consequential decision,” which includes decisions relating to health-care services. Regulated parties are charged with developing policies and procedures on reducing the risk of algorithmic discrimination, performing “impact assessments” and providing public disclosures.

If we are unable to successfully maintain, enhance or operate our information systems, including through the implementation of AI technologies or applications in our operations, we may be, among other things, unable to

 

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efficiently adapt to evolving laws and requirements and unable to remain competitive with others who successfully implement and advance this technology, which could adversely affect our business, financial condition, results of operations, liquidity and stock price.

Hospitals may terminate their agreements with us, modify the types or reduce the volume of services requested or reduce fees paid to us.

A portion of our revenue is derived from services provided by our radiologists for hospitals. We do not have direct control over the type or volume of services provided by our radiologists under these arrangements. Our hospital partners may cancel or not renew their contracts with us, may modify the exclusive terms or types of services required under such contracts, may reduce or eliminate any fees paid to us in the future or may refuse to pay us our fees if we fail to honor the terms of our agreement or fail to meet certain performance metrics under those agreements. Adverse economic conditions, including decreased federal and state funding to hospitals, could also influence future actions of our hospital partners or other customers.

We may be unable to effectively maintain our equipment or generate revenue when our equipment is not operational or being upgraded.

Timely, effective service is essential to maintaining our reputation and high use rates on our imaging equipment. If we experience more equipment malfunctions than anticipated or unanticipated delays in upgrading equipment, we are unable to promptly obtain the service necessary to keep our equipment functioning effectively or our business or data is compromised on account of equipment malfunctions or a cybersecurity-related attack, our ability to provide services would be adversely affected and our revenue could decline.

A disruption to the availability of medical equipment could cause a loss of revenue, which could adversely affect our business, financial condition, results of operations, liquidity and stock price.

We rely on third-party manufacturers for the medical equipment used in connection with our imaging procedures. A disruption to the availability of this medical equipment could cause a loss of revenue, which could adversely affect our business, financial condition, results of operations, liquidity and stock price. Such a disruption could occur as a result of any number of events, including an extended closure of or any slowdown at our manufacturers’ plants or shipping delays, market shortages due to a surge in demand from other purchasers for critical components, increases in prices, labor stoppages, transportation delays or failures affecting the supply chain and shipment of materials and finished goods, cyberattacks, the unavailability of raw materials, severe weather conditions, adverse effects of climate change, natural disasters, geopolitical developments, tariffs, the war or terrorism and disruptions in utilities and other services.

Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment.

The development of new technologies or refinements of existing scan modalities may require us to upgrade or enhance our existing equipment before we may otherwise intend to do so. Competition among manufacturers for a greater share of the diagnostic imaging equipment market may result in technological advances in the speed and imaging capacity of new equipment. Further, the development of disruptive diagnostic techniques, such as the development of blood testing for diagnosing breast cancer as an alternative to mammograms, may further reduce the overall need for our services and disrupt our business model. Advances in technology may also enable physicians and others to perform diagnostic imaging procedures without us or our equipment.

Our scale in both the number of our locations and the number and types of imaging equipment we offer is one of our competitive advantages. If the development of new technologies accelerates the obsolescence of our current equipment, we may lose some of our competitive advantage. We may also be required to accelerate the depreciation on existing equipment and incur significant capital expenditures to adopt new technologies. We may not have the financial ability to acquire new or improved equipment and may not be able to maintain a competitive equipment base.

We may become subject to professional malpractice liability and other litigation claims, which could be costly and negatively impact our reputation and business.

The radiologists employed by us and our contracted radiology groups are from time to time subject to malpractice claims. We structure our relationship with our radiologists in a manner that we believe does not constitute our practicing medicine, or subject us to professional malpractice claims for acts or omissions of radiologists employed

 

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by us or our contracted radiology practices. Nevertheless, claims relating to services provided by our radiologists have been asserted against us and may be asserted against us in the future. In addition, we may be subject to other professional liability claims, including for improper use or malfunction of our diagnostic imaging equipment, for improper imaging reads or for accidental contamination or injury from exposure to radiation.

We seek to mitigate this risk through the purchase of professional liability insurance. Any claim made against us that is not fully covered by insurance could be costly to defend, result in a substantial damage award against us and divert the attention of our management from our operations, all of which could have an adverse effect on our financial performance. In addition, successful claims against us may adversely affect our business or reputation.

In addition, from time to time, we may be subject to litigation claims through the ordinary course of our business operations regarding, but not limited to, securities litigation, employment matters, security of patient and employee personal data, contractual relations with collaborators and licensors and intellectual property rights. We may be exposed to such litigation even if no wrongdoing on our part has occurred. Litigation to defend ourselves against claims by third parties, or to enforce any rights that we may have against third parties, could result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition, results of operations, liquidity and stock price.

If we are unable to obtain insurance, or if insurance becomes more costly for us to obtain, our business may be adversely affected.

It may become more difficult and costly for us to obtain insurance coverage. For example, the following circumstances may adversely affect our ability to obtain insurance at favorable rates:

 

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we experience higher-than-expected professional liability, property and casualty or other types of claims or losses;

 

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we acquire operations or facilities that present unattractive risks to current or prospective insurers;

 

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insurers choose to stop operating or offering policies in certain states due to changes in economic conditions or laws;

 

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insurers tighten underwriting standards applicable to us or our industry; or

 

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insurers or reinsurers are unable or unwilling to insure us or the industry at historical premiums and coverage levels.

If any of these potential circumstances were to occur, our insurance carriers may cancel or not renew our policies, or require us to significantly increase our self-insured retention levels or pay substantially higher premiums for the same or reduced coverage for insurance, including workers’ compensation, property and casualty, automobile, employment practices liability, directors’ and officers’ liability, cybersecurity, employee healthcare and general and professional liability coverages.

In some states, the law prohibits or limits insurance coverage for the risk of punitive damages arising from professional liability and general liability claims or litigation. Coverage for punitive damages is also limited under some insurance policies. As a result, we may be liable for punitive damage awards in these states that either are not covered or are in excess of our insurance policy limits. Claims against us, regardless of their merit or eventual outcome, could also inhibit our ability to attract patients or expand our business and could require our management to devote time to matters unrelated to the day-to-day operation of our business.

With few exceptions, workers’ compensation and employee health insurance costs have also increased markedly in recent years and are expected to increase in the future. If we are unable to obtain insurance, or if insurance becomes more costly for us to obtain, or if the coverage levels we can obtain on commercially reasonable terms decline, our business may be adversely affected.

Business interruptions due to natural disasters, including floods, fires, hurricanes and severe winter storms or other external events beyond our control, can adversely affect our business, financial condition, results of operations, liquidity and stock price.

Our business operations are subject to interruption by external events beyond our control, such as fires, floods, severe weather, public health issues, power failures, telecommunication losses and other natural and man-made

 

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events, some of which may be intensified by the effects of climate change and changing weather patterns. Additionally, long-term adverse weather conditions could cause an outmigration of people from the communities where our facilities are located. If any of the circumstances described above, or other similar events, occur, our business, financial condition, results of operations, liquidity and stock price could be adversely affected. These or other similar events could cause disruption or interruption to our operations and significantly impact our employees.

In the event of a natural disaster, including a hurricane or other catastrophic event such as a fire or power loss, we may be unable to continue our operations and may endure system and service interruptions, reputational harm, breaches of data security and losses of critical data, all of which could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price.

Consolidation in the healthcare industry could adversely affect our business, financial condition, results of operations, liquidity and stock price.

Many healthcare industry participants are consolidating to create integrated healthcare delivery systems. As provider networks and managed care organizations consolidate, competition to provide services like ours may become more intense, and the importance of establishing relationships with key industry participants will become greater. Consolidated industry participants may try to use their bargaining leverage to negotiate price reductions for our services and reduce our ability to recover our costs. Further, if physicians or other healthcare providers who currently provide referrals for our services acquire their own imaging equipment, such referrals may decline or cease, which could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price.

We may not be able to successfully complete acquisitions or enter into new joint ventures on acceptable terms, which may slow our growth rate.

An important part of our business strategy includes growing our operations through strategic opportunities such as joint ventures and acquisitions. We are unable to predict whether or when we will be able to identify suitable additional acquisition candidates or joint venture partners or the likelihood that a potential acquisition will be completed or joint venture will be entered into. If we are unable to complete identified acquisitions or enter into new joint ventures on acceptable terms, it is unlikely that we will sustain the historical growth rates of our business and our profitability may be adversely affected if we cannot continue to scale our platform through such strategic opportunities. Our joint venture and acquisition activities are also subject to antitrust and competition laws, which laws could, given for example our geographic concentration in certain areas of the United States, impact our ability to pursue strategic transactions.

In addition, businesses that we acquire may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare and other laws and regulations, medical and general professional liabilities, workers’ compensation liabilities and tax liabilities. These liabilities could be significant, and, if we are unable to exclude them from the acquisition transaction or successfully obtain and pursue indemnification from a third party, they could harm our business, financial condition, results of operations, liquidity and stock price. In addition, we may be unable to timely and effectively integrate businesses that we acquire with our ongoing operations, or we may experience delays implementing operating procedures, personnel and systems, which could impact the financial performance of the acquired business.

We may face risks with respect to our expansion strategy of opening de novo centers.

As part of our growth strategy, we intend to develop de novo IDTFs in existing and new markets. This de novo center expansion strategy involves significant risks, including, but not limited to, the following:

 

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the time and costs associated with identifying locations in suitable geographic markets, which may divert management attention from existing operations;

 

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the need for significant advertising and marketing expenditures to attract patients;

 

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our ability to provide each de novo center with the appropriate equipment, furnishings, materials, supplies and other capital resources;

 

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our ability to obtain licensure and accreditation, establish relationships with healthcare providers in the community and delays or difficulty in installing our operating and information systems; and

 

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the access to and cost of capital required to evaluate new markets and opportunities, including to hire experienced local radiologists, radiologic technologists, management and skilled staff, and to open de novo centers, and the time lags between these activities and the generation of revenue.

As a result of these and other risks, there can be no assurance that we will be able to develop de novo centers in the future or that any de novo center we develop will become profitable.

A restriction in our ability to make capital expenditures would restrict our growth and could adversely affect our business.

We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations, particularly the initial startup and development expenses of de novo centers and the acquisition of additional centers and new diagnostic imaging equipment. We incur capital expenditures to, among other things, upgrade and replace equipment for existing centers and expand within our existing markets and enter new markets. If we open de novo centers or acquire additional imaging centers, we may have to incur material capital lease obligations.

We incurred a net loss of $18.4 million during the nine months ended September 30, 2025, and a net loss of $94.1 million during the twelve months ended December 31, 2024. In addition, our cash and cash equivalents were $0.2 million at September 30, 2025 and $26.1 million at December 31, 2024. To the extent we are unable to generate sufficient cash from our operations, funds are not available under our credit facilities, or we are unable to structure or obtain other financing, we may be unable to meet the capital expenditure requirements necessary to support the maintenance and continued growth of our operations.

We may fail to realize all of the anticipated benefits of our past and any future acquisitions, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating these acquired businesses into our operations.

We anticipate our prior acquisitions and any future acquisitions will result in benefits including, among other things, increased revenues, an enhanced ability to provide quality services and the ability to take advantage of greater scale and synergies to enhance our long-term profitability. The acquired businesses may, however, underperform relative to our expectations. Achieving the anticipated benefits, including any anticipated synergies, of these acquisitions will be subject to a number of uncertainties, including general competitive factors in the marketplace. The acquired businesses may not contribute to our revenues or earnings to the extent anticipated, the synergies we expect from these acquisitions may not be realized and we may assume unanticipated or greater than expected liabilities as a result of these acquisitions.

Our ability to realize the anticipated benefits of acquisitions will depend, to a large extent, on our ability to integrate the acquired businesses into our existing operations. The combination of independent businesses is a complex, costly and time-consuming process that requires significant management attention and resources. The integration process may disrupt the businesses and, if implemented ineffectively, would limit the expected benefits to us of the acquisitions. The failure to meet the challenges involved in integrating multiple businesses and to realize the anticipated benefits of our acquisitions could cause an interruption of, or a loss of momentum in, the activities of the combined company and could adversely affect the business, financial condition, results of operations, liquidity and stock price of the combined company.

In addition, the overall integration of the acquired businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of market share and other business relationships and diversion of management’s attention. Many of these factors will be outside of our and the acquired businesses’ control and any one of these factors could result in increased costs, decreases in the amount of expected revenues and additional diversion of management’s time and energy, which could materially adversely impact the business, financial condition, results of operations, liquidity and stock price of the combined company. In addition, even if the operations of our business and the acquired businesses are integrated successfully, the full benefits of such acquisitions may not be realized, including the synergies, cost savings, revenue growth or other benefits that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, we may incur additional unanticipated costs in the integration of our business with the acquired businesses. These unanticipated costs could be substantial. There can be no assurance that the elimination of certain duplicative costs, as well as the

 

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realization of other efficiencies related to the integration of the multiple businesses, will offset the incremental transaction-related costs over time. As a result, we cannot provide any assurance that our acquisitions will result in the realization of the full benefits anticipated from the transactions.

Furthermore, we may from time to time execute certain of our acquisitions through VIEs. The interests of these VIEs may differ from the interests of the Company as a whole, which could limit our ability to effectively operate these VIEs and maximize the economic benefits from them. For example, it may be in a VIE’s interest to prioritize operations, health systems or referral sources in the local regions it primarily serves, whereas it may be in the Company’s best interest as a whole to focus on developing operations, or relationships with health systems or referral sources, in other regions or to prioritize general corporate initiatives instead, such as technological innovation.

Our debt obligations could expose us to risks that could materially adversely affect our liquidity and financial condition.

As of September 30, 2025, we had approximately $1.2 billion total principal amount of debt outstanding under the Existing Term Loan and $5.0 million outstanding under the Existing Revolving Credit Facility (as defined below). Our indebtedness could have significant effects on our business, such as:

 

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requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes;

 

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placing us at a competitive disadvantage compared with our competitors that have less debt;

 

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exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates;

 

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increasing our vulnerability to general economic downturns and adverse industry conditions;

 

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increasing the risk we are subjected to a downgrade or put on a negative watch list by rating agencies;

 

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negatively impacting investors’ perceptions of us;

 

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limiting our flexibility in planning for or reacting to changes in our business or the industry in which we operate;

 

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impacting our ability to pay dividends and make other distributions or to purchase, redeem or retire capital stock; and

 

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limiting our ability to borrow additional cash, make investments and incur liens.

In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are unable to pay our borrowings as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our business, financial condition and results of operations.

The Amended Credit Agreement (as defined below) is expected to contain customary affirmative, negative and financial covenants, including, but not limited to, restrictions on our ability and that of our restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates or change our line of business. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of our debt. In addition, upon an event of default, the lenders under our credit facilities would have the right to terminate any commitments to future borrowings and could proceed against the collateral securing the debt. Any additional debt incurred in the future may include similar or additional covenants.

We may be required to recognize an impairment of our goodwill, other intangible assets, or other long-lived assets, which could have an adverse effect on our business, financial condition, and results of operations, liquidity and stock price.

When we acquire businesses, we are generally required to allocate the purchase price to various assets, including goodwill and other intangible assets. We are required to perform impairment tests for goodwill and other indefinite-lived intangible assets annually and whenever events or circumstances indicate that it is more likely than not that impairment exists. We are also required to perform an impairment test of definite lived intangible or other long-lived

 

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assets when indicators of impairment are present. We have been required to recognize impairment charges in the past, and may again.

Our business exhibits seasonal fluctuations that could cause significant fluctuation in our quarterly operating results, which could increase the volatility of our stock price and cause losses to our stockholders.

Our business exhibits seasonal fluctuations. For example, in the past, we have generally seen lower procedure volumes and revenue levels in the first quarter of each year as compared to other quarters. We believe that such seasonal fluctuations are driven in part by factors such as the deductible thresholds in many health plans resetting at the beginning of the calendar year and increased patient appointment cancellations or center closures due to severe winter weather conditions such as snowstorms. As a result of these and other factors, our revenues and results of operations may fluctuate significantly. If our revenues or operating results fall below the expectations of investors or public market analysts, the trading price of our common stock could decline substantially.

Data Protection and Cybersecurity Related Risks

Cybersecurity threats and other disruption or malfunctions in our information technology systems could adversely affect our business.

We rely on information technology systems to process, transmit and store electronic information including legally protected personal information, such as diagnostic imaging results and other patient health information, credit card and other financial information, insurance information and personally identifiable information. A significant portion of the communication between our personnel, patients, business partners and suppliers depends on information technology. We rely on our information systems to perform functions critical to our ability to operate, including patient scheduling, billing, collections, image storage and image transmission. We also use information technology systems and networks in our operations and supporting departments such as marketing, accounting, finance and human resources. The future success and growth of our business depends on streamlined processes made available through information systems, global communications, internet activity and other network processes.

Our information technology system is vulnerable to damage or interruption from:

 

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cybersecurity attacks and breaches, ransomware and computer viruses, coordinated attacks by hackers, activist entities, organized criminal threat actors and nation-state sponsored actors, seeking to disrupt operations or misappropriate information;

 

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technology service provider outages and technology supply chain cyber-security weaknesses;

 

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power losses, computer systems failures, internet and telecommunications or data network failures, operator negligence or human error, improper operation by or supervision of employees, agents or other third-party service providers, physical and electronic losses of data and similar events;

 

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fires, floods, earthquakes and other natural disasters; and

 

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acts of vandalism or theft, misplaced or lost data, programming or human errors and similar events.

Cybersecurity threats are constantly changing, increasing the difficulty of successfully defending against them or implementing adequate preventive measures. While we maintain multiple layers of security measures and are continuously enhancing our security technologies to address new threats, emerging and advanced cybersecurity threats, including coordinated attacks, require additional layers of security which may disrupt or impact efficiency of operations. We have in the past experienced unauthorized access to our network, including a threat actor obtaining access to certain private patient data in a data breach in 2021 (the “2021 data breach”), and could again face attempts by others to gain unauthorized access to information or to introduce malicious software to disrupt the operation of our information technology systems. While management is not aware of a cybersecurity incident that has had a material effect on our operations, there can be no assurances that a cybersecurity incident that has a material impact on us will not occur in the future.

In particular, ransomware or cyber extortion attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm and diversion of funds. A successful ransomware or similar attack could disrupt or limit our ability to operate and generate revenue for an extended period of time, including our ability to retrieve patient records, schedule imaging procedures, store and transmit diagnostic images, bill payors or patients, provide customer assistance services, conduct research and

 

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development activities, collect, process and prepare company financial information and manage the administrative aspects of our business, any of which could materially adversely affect our business. Recovery plans, the ability to restore from back up, extortion payments or other mitigation efforts may alleviate some negative impacts of a ransomware attack, but there is nevertheless the risk that such an attack will create severe disruption and losses, including potential data losses from the threat actor retaining stolen information, and we may be unwilling or unable to make extortion payments due to, for example, applicable laws or regulations prohibiting such payments.

Recent cyberattacks in the healthcare sector, such as the February 2024 incident affecting Change Healthcare, have underscored critical cybersecurity risks which extend beyond internal systems to encompass third-party service providers and interconnected supply chains. Attacks targeting these areas can lead to significant disruptions in critical healthcare functions, exposure of sensitive patient data and substantial financial losses. The impact of such breaches can be severe and are similar to those we face with ransomware. Although management is not aware of a cybersecurity incident through third-party service providers that has had a material effect on our operations, there can be no assurances that a cybersecurity incident through third-party service providers that could have a material impact on us will not occur in the future.

Any interruption in access, improper access, disclosure, modification or other loss of information has in the past resulted, and could in the future result, in legal claims or proceedings and liability or penalties under laws and regulations that protect the privacy of personal information, such as the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder (collectively, “HIPAA”), European data privacy regulations, such as the General Data Protection Regulation, U.S. state privacy regulations or newly emerging U.S. state health information privacy laws. We may be required to comply with state breach notification laws or become subject to mandatory corrective action. For example, we settled certain class action claims and paid certain penalties to the New York Office of Attorney General related to the 2021 data breach.

Responding to such incidents could require us to incur significant costs related to rebuilding internal systems, defending against litigation, responding to regulatory inquiries or actions, paying damages, complying with consumer protection laws or taking other remedial steps with respect to third parties. If our data storage system was compromised, it could also give rise to unwanted media attention, materially damage our payor, physician and health care system relationships and harm our business reputation. While we maintain cyber liability insurance, our insurance may not be sufficient to protect against all losses we may incur if we suffer significant or multiple attacks.

Additionally, if and as our business grows, we will need to continually improve and expand the scope of our technology systems in order to maintain their adequacy for the scale of our operations. Any failure to make such improvements or any significant delay in the planned implementation of new or enhanced systems could render our systems obsolete or inadequate, in which case our service to our customers and our other business activities could suffer, and we could be more vulnerable to electronic breaches from outside sources.

Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, financial condition, results of operations, liquidity and stock price.

The data protection landscape is rapidly evolving, and we are and may become subject to numerous state and federal laws, requirements and regulations governing the collection, use, disclosure, retention and security of health-related and other personal information. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future. Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot predict the impact of future laws, regulations or standards or the perception of their requirements on our business. This regulatory landscape may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer, use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. Any failure or perceived failure by us to comply with applicable data privacy and security laws or regulations, our internal policies and procedures or our contracts governing our processing of personal information could result in negative publicity, government investigations and enforcement actions, claims by third parties and damage to our reputation, any of which could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price.

 

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For example, the HIPAA privacy and security regulations extensively regulate the use and disclosure of protected health information (“PHI”) and require covered entities, including healthcare providers and health plans, and vendors known as “business associates,” that perform certain services that involve creating, receiving, maintaining or transmitting individually identifiable health information for or on behalf of such covered entities, as well as their covered subcontractors, to implement administrative, physical and technical safeguards to protect the privacy and security of PHI. Specifically, the Department of Health and Human Services (“HHS”) has adopted privacy regulations, known as the Privacy Rule, to govern the use and disclosure of PHI. HHS has also adopted data security regulations that require covered entities and business associates to implement administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of PHI that is electronically created, received, maintained or transmitted (such as between us and our affiliated radiology practices) (the “Security Rule”). HIPAA also imposes certain breach notification obligations on covered entities who must report breaches of unsecured PHI without unreasonable delay to affected individuals, HHS and, in the case of larger breaches, the media. Business associates are also required to report breaches of unsecured PHI to relevant covered entities. Failure to comply with the HIPAA privacy and security standards can result in, among other things, civil monetary penalties and, in certain circumstances, criminal penalties, including fines or imprisonment. HHS has recently increased its enforcement efforts on compliance with HIPAA, including the Security Rule, bringing actions against entities which have failed to implement security measures sufficient to reduce risks to PHI or to conduct an accurate and thorough risk analysis, among other violations. Additionally, state attorneys general may enforce the HIPAA privacy and security regulations in response to violations that threaten the privacy of state residents.

In addition to HIPAA, there are numerous other laws and legislative and regulatory initiatives at the federal and state levels governing the confidentiality, privacy, availability, integrity and security of health-related information and other types of personal information. Certain state laws may be more stringent, broader in scope or offer greater individual rights with respect to health-related information than HIPAA, and state laws may differ from each other, which may complicate compliance efforts. For example, certain states’ laws require us to notify affected individuals in the event of certain data breaches involving individually identifiable information (without a requirement that health-related information be involved). Such state data breach notification laws continue to expand the types of personal information that they encompass, such as medical and insurance information, and may contain burdensome breach reporting requirements. These laws are inconsistent from state to state, and compliance in the event of a widespread data breach is costly.

States also regularly amend existing laws, requiring attention to frequently changing regulatory requirements, and several states have passed broad reaching privacy legislation, as well as health specific privacy legislation. For instance, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”) gives California residents rights to access, correct and delete their personal information, to opt out of the sale or sharing of certain personal information, to limit uses of certain sensitive data under certain circumstances, and to receive detailed information about how their personal information is used by requiring covered companies to provide disclosures to California consumers (as that term is broadly defined). The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches. Although there are certain exemptions for PHI, the CCPA may increase our compliance costs and potential liability and impact our operations. Laws similar to the California law, as well as health privacy specific laws, have passed or have been proposed in several other states and also have been proposed at the federal level. To the extent these laws apply to our operations, they may ultimately have conflicting or more burdensome requirements that would further complicate compliance.

In addition, the Federal Trade Commission (“FTC”) and many state attorneys general take the position that violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair or deceptive acts or practices in violation of the Federal Trade Commission Act or state consumer protection laws, and the FTC and state attorneys general use their consumer protection authority to initiate enforcement actions in response to data breaches. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business and the cost of available tools to improve security and reduce vulnerabilities. The FTC has also been active with respect to enforcement of its Health Breach Notification Rule and in scrutinizing the use and disclosure of sensitive personal information. The FTC also finalized changes to the Health Breach Notification Rule in April 2024. Moreover, as new technologies bring significant opportunity and change to an industry, including the

 

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health care sector, states, such as Colorado, Utah and California, have passed or are considering legislation or regulation governing the development or use of AI technologies, supplementing the existing consumer protection, FDA and other regulatory guidance that may apply to the use of AI technologies in our business, and which may further impact our compliance posture and efforts.

Further, we accept debit and credit cards for payment and are therefore subject to the Payment Card Industry Data Security Standard (the “PCI DSS”), which includes guidelines with regard to the security policies and practices we should adopt regarding the physical and electronic storage, processing and transmission of cardholder data. Compliance with the PCI DSS and implementing related procedures, technology and information security measures requires significant resources and ongoing attention, and any security incident involving cardholder data could subject us to significant penalties and liability.

Our marketing and patient engagement activities, including sending short message services (“SMS”) text messages to patients, are subject to communications privacy laws such as the Telephone Consumer Protection Act (“TCPA”), a federal statute that protects consumers from unwanted telephone calls, faxes and text messages. Although we obtain consent from individuals to send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosure we provide, the form of consent we obtain or our SMS texting practices are not adequate or violate applicable law. While we strive to adhere to strict policies and procedures that comply with the TCPA, the Federal Communications Commission, as the agency that implements and enforces the TCPA, may disagree with our interpretation of the TCPA and subject us to penalties and other consequences for noncompliance. Moreover, we may be subject to consumer class actions as a result of alleged violations of the TCPA. Determination by a court or regulatory agency that our SMS texting practices violate the TCPA could subject us to civil penalties and could require us to change some portions of our operations. Moreover, if wireless carriers or their trade associations, which issue guidelines for texting programs, determine that we have violated their guidelines, our ability to engage in texting programs may be curtailed or revoked, which could impact our operations and cause us to incur costs related to implementing a workaround solution.

The potential effects of federal and state privacy and security requirements are far-reaching and may require us to modify our data processing practices and policies and to incur substantial compliance costs. Moreover, data privacy and security laws are continuing to be proposed at the federal and state level and may result in additional legal requirements that impact our business.

Although we strive to comply with applicable laws, regulations and standards and our contractual and other legal obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional cost and liability to us, fines and penalties, third-party claims and damage to our reputation and adversely affect our business, financial condition, results of operations, liquidity and stock price. Even an unsuccessful challenge by patients or regulatory authorities of our activities could result in adverse publicity and could require a costly response from and defense by us.

Healthcare and Regulatory Related Risks

The regulatory framework in which we operate is uncertain and continually evolving and complying with federal and state regulations is an expensive and time-consuming process.

We are directly or indirectly, through the radiology practices with which we contract, subject to extensive regulation by both the federal government and the governments of the states in which we provide services, including:

 

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the federal False Claims Act (the “FCA”);

 

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the federal Medicare and Medicaid Anti-Kickback Statute, and state anti-kickback prohibitions;

 

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the federal Civil Monetary Penalties Law and state equivalents;

 

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federal and state billing and claims submission laws and regulations;

 

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HIPAA and comparable state laws;

 

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the federal physician self-referral prohibition (commonly known as the “Stark Law”) and state equivalents;

 

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the federal and state laws related to healthcare providers’ licensure, certification, accreditation, and Medicare and Medicaid program enrollment;

 

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state certificate of need (“CON”) laws;

 

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the NSA;

 

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state laws relating to facility licensure, certification, and accreditation;

 

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state laws that prohibit the corporate practice of medicine or prohibit fee-splitting arrangements;

 

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state laws governing the approval of healthcare transactions and complying with cost targets;

 

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federal and state laws governing the diagnostic imaging and therapeutic equipment we use in our business concerning patient safety, equipment operating specifications and radiation exposure levels;

 

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state laws governing reimbursement for diagnostic services related to services compensable under workers’ compensation rules;

 

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the federal 21st Century Cures Act (governing information blocking, among other areas) and state equivalents;

 

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federal and state laws regulating the use of AI; and

 

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federal and state environmental and health and safety laws.

Although we believe that we are operating in compliance with applicable federal and state laws, neither our current and anticipated business operations nor the operations of our contracted radiology practices have been the subject of judicial or regulatory interpretation. We cannot assure that a review of our business by courts or regulatory authorities will not result in a determination that could adversely affect our operations. In addition, healthcare laws and regulations may change significantly in the future in a way that restricts our operations. We continuously monitor these developments and modify our operations from time to time as the regulatory environment changes. We cannot assure, however, that we will be able to adapt our operations to address new regulations or that new regulations will not adversely affect our business. Federal and state legislators routinely introduce and consider proposed legislation that would impact Medicare, Medicaid and other programs that could affect our funding and operations, and state and federal agencies also consider and implement regulations and guidance that impact our business. Similarly, changes in private payor reimbursement policies could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price. We cannot predict with certainty the impact that any particular federal and state healthcare legislation or regulation will have on us, but such changes could impose new or more stringent regulatory requirements on our activities or result in reduced payment rates, any of which could adversely affect our business, financial condition, results of operations, liquidity and stock price. Further, if our operations are found to be in violation of any of the laws and regulations to which we or the radiology practices with which we contract are subject, we may be subject to penalties, including civil and criminal penalties, damages, fines and the curtailment of our operations.

Additionally, state and federal false claims acts may adversely affect our business. Among other things, the FCA authorizes the imposition of up to three times the government’s damages and significant per claim civil penalties and treble damages on any “person” (including an individual, organization or company) who, among other acts: (i) knowingly presents or causes to be presented to the federal government a false or fraudulent claim for payment or approval; (ii) knowingly makes, uses or causes to be made or used a false record or statement material to a false or fraudulent claim; (iii) knowingly makes, uses or causes to be made or used a false record or statement material to an obligation to pay the government, or knowingly conceals or knowingly and improperly avoids or decreases an obligation to pay or transmit money or property to the federal government; or (iv) conspires to commit the above acts. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery. The federal government has used the FCA to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare and state healthcare programs, including coding errors, billing for services not rendered, the submission of false cost or other reports, billing for services at a higher payment rate than appropriate, billing for items or services provided by entities or individuals that are not appropriately licensed, billing for care that is not considered medically necessary and false reporting of risk-adjusted diagnostic codes to Medicare Advantage plans.

 

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Our business may also be affected by state and federal anti-kickback and anti-self-referral laws. Various federal and state laws govern financial arrangements among healthcare providers, including the federal Anti-Kickback Statute, which is a criminal law that prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of Medicare, Medicaid or other federal healthcare program patients, or in return for, or to induce, the purchase, lease or order of items or services that are covered by Medicare, Medicaid or other federal healthcare programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation. The federal Anti-Kickback Statute also includes a number of statutory exceptions and regulatory safe harbors that protect certain common activities from prosecution, but which are drawn narrowly and require strict compliance to offer protection. Further, the Stark Law prohibits physicians from referring Medicare or Medicaid patients to an entity for certain “designated health services” if the physician (or an immediate family member) has a prohibited financial relationship with that entity, unless an exception applies. Certain radiology services are considered “designated health services” under the Stark Law. The types of financial arrangements between a physician and an entity providing “designated health services” that trigger the self-referral prohibitions of the Stark Law are broad and include direct and indirect ownership and investment interests and compensation arrangements.

Similarly, many state laws prohibit the solicitation, payment or receipt of remuneration in return for, or to induce the referral of patients in private as well as government programs. Violation of these laws may result in substantial civil or criminal penalties for individuals or entities or exclusion from federal or state healthcare programs. We believe we are operating in compliance with applicable law and believe that our arrangements with providers would not be found to violate anti-kickback and anti-self-referral laws. However, these laws could be interpreted in a manner inconsistent with our operations.

Additionally, certain states have enacted statutes and regulations regarding risk assumption in the healthcare industry, pursuant to which certain risk-based managed care contracting arrangements are required to comply with applicable risk bearing organization or insurance laws. These laws, to the extent they are enacted in the states in which we operate, may require physicians and physician networks to meet minimum capital requirements and other capital adequacy and actuarial soundness requirements. The compliance requirements associated with these laws could result in substantial costs to us and our contracted radiology practices, and could limit our ability to enter into capitation or other risk-sharing managed care arrangements.

If CMS ends its current policy of permitting professionals providing direct supervision of diagnostic imaging to be immediately available through virtual presence using two-way, real-time audio/video technology, instead of requiring their physical presence, we may be subject to additional costs and a shortage of professionals to provide such supervision.

On November 1, 2024, CMS released the calendar year 2025 Medicare Physician Fee Schedule final rule, which extended through December 31, 2025 the Medicare policy permitting supervising professionals providing direct supervision to be immediately available through virtual presence using two-way, real-time audio/video technology, instead of requiring their physical presence. On October 31, 2025, CMS released the calendar year 2026 Medicare Physician Fee Schedule final rule, which made this policy permanent. If CMS re-examines this policy in the future, we may be required to add professional staff to our diagnostic imaging centers or decrease the volume of imaging services that require direct supervision of a professional.

If we fail to comply with various licensure, certification and accreditation standards, we may be subject to loss of licensure, certification or accreditation, which would adversely affect our operations.

Ownership, construction, operation, expansion and acquisition of our diagnostic imaging centers are subject to various federal and state laws, regulations and approvals concerning licensing of personnel and other required certificates for certain types of healthcare facilities and certain medical equipment. In addition, freestanding diagnostic imaging centers that provide services independent of a physician’s office must be enrolled by Medicare as an IDTF to bill the Medicare program. Medicare carriers have discretion in applying the IDTF requirements and therefore the application of these requirements may vary from jurisdiction to jurisdiction.

Furthermore, federal legislation requires all suppliers that provide the technical component of diagnostic MRI, PET/CT, CT and nuclear medicine to be accredited by one of the accreditation organizations designated by CMS (which currently include the American College of Radiology, the Intersocietal Accreditation Commission and the Joint

 

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Commission). Our MRI, CT, nuclear medicine, ultrasound and mammography centers are currently accredited by either the American College of Radiology or the Intersocietal Accreditation Commission. We may not be able to receive the required regulatory authorizations or accreditation for any future acquisitions, expansions or replacements and the failure to obtain these authorizations could limit the opportunity to expand our services.

Our payors require that the radiologists providing imaging services are credentialed, before the payor will commence payment. We have experienced a slowdown in the credentialing of radiologists over the last several years which has lengthened our billing and collection cycle, and could negatively impact our ability to collect revenue from patients covered by Medicare.

Our centers are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification. If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs. A change in the applicable certification status of one of our centers could adversely affect our other centers and, in turn, us as a whole.

Our operations and relationships with radiologists must be structured to avoid the corporate practice of medicine and fee-splitting and ensure compliance with other federal and state laws. Any violation of these laws would subject us to potential damages, injunction or civil and criminal penalties and could require us to restructure our operations or relationships with radiologists in a way that would affect the control or quality of our services.

The laws of certain states, including those in Arizona, Arkansas, Colorado, Georgia, Montana, New Jersey, New York, North Carolina, South Carolina and Texas, prohibit us from exercising control over the medical judgments or decisions of physicians. Additionally, certain states, such as New York and North Carolina, more strictly prohibit us from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws are enforced by state courts and regulatory authorities, each with broad discretion. We structure our operations and relationships with radiologists in a manner that we believe keeps us from engaging in the practice of medicine, exercising control over medical judgments or decisions or violating prohibitions against fee-splitting. For example, certain of our outpatient imaging centers and managed physician practices are structured using VIEs. State laws and enforcement efforts regarding the corporate practice of medicine and fee-splitting, however, are often subject to change. As a result, there can be no assurance that our present arrangements will not be challenged, and, if challenged, that they will not be found to violate the corporate practice of medicine or fee splitting prohibitions. Any such violation would subject us to potential damages, injunction or civil and criminal penalties and could require us to restructure our operations or relationships with radiologists in a way that would affect the control or quality of our services.

State efforts to regulate the construction or expansion of healthcare facilities could impair our ability to operate and expand our operations.

Some states regulate the construction, acquisition, renovation or expansion of healthcare facilities, for example, through CON programs. These programs may limit our ability to build, acquire, renovate or expand facilities or expand the breadth of services we offer in certain states. In evaluating a proposal, these states often consider the need for additional or expanded healthcare facilities or services. The failure to obtain any required CON or other approval could impair our ability to operate or expand our operations. In addition, the failure to comply with these requirements or any citation or other adverse action against one facility could negatively impact our ability to expand, acquire or operate other facilities in the same state. Any such failure could, in turn, adversely affect our ability to attract patients and physicians to our facilities and grow our revenues, which would have an adverse effect on our business, financial condition, results of operations, liquidity and stock price.

Some of our imaging modalities use radioactive materials, which generate regulated waste and could subject us to liabilities for injuries or violations of environmental and health and safety laws.

Some of our imaging procedures use radioactive materials, which generate medical and other regulated wastes. For example, patients are injected with a radioactive substance before undergoing a PET scan. Storage, use and disposal of these materials and waste products present the risk of accidental environmental contamination and physical injury. Although we typically use licensed or otherwise qualified outside vendors to dispose of this waste, applicable laws and regulations could hold us liable for damages and fines if our or others’ business operations or other actions result in contamination to the environment or personal injury due to exposure to hazardous materials. We cannot eliminate the risk of contamination or injury, and any liability imposed on us for any resulting damages or injury could exceed our resources or any applicable insurance coverage.

 

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Government authorities or other parties may assert that our business practices violate antitrust laws.

The healthcare industry is subject to close antitrust scrutiny. Healthcare companies that have private equity investors in particular are under continued and increased scrutiny for their perceived role in rising healthcare costs and alleged increased control over healthcare entities. The FTC, the Antitrust Division of the Department of Justice (“DOJ”) and state attorneys general all actively review and, in some cases, take enforcement action against business conduct and acquisitions in the healthcare industry. For example, in February 2024, the FTC, DOJ and HHS jointly launched a cross-government public inquiry into the role of private-equity and other corporations in the healthcare system. As a result of these enforcement priorities, we expect that we will continue to be subject to heightened scrutiny by these agencies. Moreover, some states, such as Oregon, are currently considering implementing restrictions limiting certain corporate ownership of, or corporate involvement in, physician practice platform companies. Additionally, state regulators are increasingly subjecting healthcare transactions to heightened review, with several states presently having transaction review laws in effect, including large markets such as California and Illinois. These healthcare transaction review laws can inhibit business expansion by requiring significant filings and review processes and, in some states, allowing state attorneys general to review, subject to conditions, or prevent transactions viewed as anti-competitive or against the public interest. Possible growth into new state markets may be subject to such state healthcare transaction laws.

Private parties harmed by alleged anticompetitive conduct can also bring antitrust suits. Violations of antitrust laws may be punishable by substantial penalties, including significant monetary fines and treble damages, civil penalties, criminal sanctions and consent decrees and injunctions prohibiting certain activities or requiring divestiture or discontinuance of business operations. Any of these penalties could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price.

The FTC has also given increased attention to the effect of combinations involving healthcare providers, including physician practices, as well as to the use of restrictive covenants that limit the ability of employees and others to engage in certain competitive activities. The FTC has also entered into numerous consent decrees in the past several years settling allegations of price-fixing among providers.

Risks Relating to Our Common Stock, this Offering and Being a Public Company

There is currently no market for our common stock, and an active trading market may not develop or continue to be liquid.

Prior to this offering, there has not been a public market for our common stock. While we have applied to list our common stock on Nasdaq, an active market for our common stock may not develop or be sustained after this offering, which could depress the market price of our common stock and could affect your ability to sell your shares. In the absence of an active public trading market, you may not be able to liquidate your investment in our common stock. An inactive market may also impair our ability to raise capital by selling our common stock, our ability to motivate our employees through equity incentive awards and our ability to expand our business by using our common stock as consideration. In addition, the market price of our common stock may fluctuate significantly in response to various factors, some of which are beyond our control. The initial public offering price per share will be determined by negotiations among us and the representatives of the underwriters and therefore that price may not be indicative of the market price of our common stock after this offering or bear any relationship to other established criteria of the value of our business. In particular, we cannot assure you that you will be able to resell your common stock at or above the initial public offering price.

Our operating results and share price may be volatile, and the market price of our common stock may drop below the price you pay in this offering.

Our annual and quarterly operating results have in the past fluctuated and are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. As a result of this volatility, you may not be able to resell your shares at or above the initial public offering price or at all. Our operating results and the trading price of our common stock may fluctuate in response to various factors, including:

 

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regulatory, legal, political and economic factors unrelated to our performance;

 

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market conditions in the broader stock market;

 

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actual or anticipated fluctuations in our or our competitors’ annual and quarterly financial and operating results;

 

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strategic actions by us or our competitors;

 

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tax and accounting developments;

 

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litigation and governmental investigations; and

 

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other events or factors, including those from natural disasters, war, acts of terrorism or responses to these events.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could be subject to payments of substantial damages and fines or incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

If our operating and financial performance in any given period does not meet the guidance that we provide to the public, the price of our common stock may decline.

We may provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in this prospectus and in our other public filings and public statements. Our ability to forecast our future results of operations and plan for and model future growth is limited as we are not able to predict the future of our business. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts or if we reduce our guidance for future periods, the market price of our common stock may decline as well.

Future sales, or the perception of future sales, of our common stock may depress the price of our common stock. In addition, a significant portion of our common stock is restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

If we sell, or any of our stockholders sell, a large number of shares of our common stock, or if we issue a large number of shares of our common stock in connection with future acquisitions, financings or equity incentive plans or in other circumstances, the market price of our common stock could decline significantly. Moreover, the perception in the public market that we or our stockholders might sell shares of our common stock could depress the market price of our common stock.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances or sales of shares of our common stock will have on the market price of our common stock. Possible sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem necessary or appropriate. See the section titled “Shares Eligible for Future Sale.”

After the consummation of the Transactions, including this offering, we will have 94,565,652 shares of our common stock outstanding. We, all of our directors and executive officers and the holders of substantially all of the shares of our common stock outstanding after this offering (other than those to be sold in this offering) have agreed to a 180-day lock-up period provided under agreements executed in connection with this offering. In addition, the representatives of the underwriters may, in their sole discretion, release all or some portion of the shares of our common stock subject to lock-up agreements at any time and for any reason. Upon the expiration of the lock-up agreements described above and further summarized in the section titled “Underwriting,” all of such shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other restrictions described in the section titled “Shares Eligible for Future Sale.” We also intend to file a Form S-8 under the Securities Act, to register all shares of our common stock that we may issue under our equity

 

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compensation plans. In addition, certain stockholders have certain demand and tag-along registration rights that could require us in the future to file registration statements in connection with sales of our common stock by such stockholder or provide for the registration of shares of our common stock held by them in connection with certain future offerings of our common stock by us. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.” Such sales could be significant. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described above. As restrictions on resale end, the market price of our common stock could decline if the holders of currently restricted shares of our common stock sell them or are perceived by the market as intending to sell them or are released from the restrictions of the lock-up agreements prior to their expiration, which may make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

New investors in our common stock will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. In addition, you will pay more for your shares of our common stock than the amount per share paid by our existing stockholders. Based on an assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus, and our pro forma as adjusted net tangible book value as of September 30, 2025, if you purchase our common stock in this offering, you will suffer immediate dilution of approximately $21.23 per share. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution.

Following completion of the Transactions, Holdings LLC may distribute all or a portion of the 70,217,658 shares of our common stock it will own (assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and including the number of Distributed Shares calculated at that assumed initial public offering price) to its remaining equity holders on a pro rata basis, not earlier than the expiration of the lock-up period. Furthermore, the Rollover Incentive Units may become eligible to receive additional Distributed Shares upon a distribution from Holdings LLC to the holders thereof or a liquidation of Holdings LLC, with certain of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of our common stock exceeds $7.02 per share at the time of such distribution or liquidation and all of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of our common stock exceeds $20.07 per share at the time of such distribution or liquidation. For example, if the trading price of our common stock was $10.00 per share or $100.00 per share at the time of any such distribution or liquidation, an additional 465,902 Distributed Shares or 3,268,119 Distributed Shares would be issuable to the Rollover Incentive Unit Holders, respectively. This potential dilution may be substantial and could affect the trading price of your shares. Any such issuances of additional Distributed Shares for any reason would result in additional dilution, the extent of which is presently unknown and will be dependent upon the trading price of our common stock at the time of any such distribution from or liquidation of Holdings LLC. See the section titled “Dilution.”

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our share price and trading volume may decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our common stock may have had relatively little experience with our company, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, and if one or more of these analysts downgrades our common stock or publishes misleading or unfavorable research about our business, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause the market price or trading volume of our common stock to decline.

We do not intend to pay cash dividends for the foreseeable future, and accordingly, stockholders must rely on stock appreciation for any return on their investment.

We do not currently anticipate declaring any cash dividends to holders of our common stock in the foreseeable future and are subject to certain restrictions in our existing indebtedness, should we decide to do so. Consequently, investors must rely on sales of our common stock after price appreciation, which may never occur, as the only way to

 

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realize any future gains on their investment. Investors seeking cash dividends should not invest in our common stock. See the section titled “Dividend Policy.”

We will incur significant costs as a result of operating as a public company.

Prior to this offering, we operated on a private basis. After this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the listing requirements of Nasdaq and other applicable securities laws and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action, and potentially civil litigation. These factors may, therefore, strain our resources and divert management’s attention.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.

We currently intend to use the net proceeds of this offering to pay down a portion of our outstanding borrowings under the Existing Term Loan and for working capital, capital expenditures and other general corporate purposes. See the section titled “Use of Proceeds.” Our management will have broad discretion in the application of the net proceeds of this offering and our stockholders may not agree with how our management chooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price. The decisions made by our management may not result in positive returns on your investment in our common stock and you will not have an opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.

The accuracy of our financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in our critical accounting policies are inaccurate.

The preparation of financial statements and related disclosure in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies, which are summarized in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that we consider “critical” because they require judgments, assumptions and estimates that materially affect our consolidated financial statements and related disclosures. As a result, if future events differ significantly from the judgments, assumptions and estimates in our critical accounting policies, those events or assumptions could have a material impact on our consolidated financial statements and related disclosures.

In addition, this prospectus presents certain system-wide key operating metrics, which include the performance of our unconsolidated affiliates. Certain financial information for our unconsolidated affiliates included in our system-wide metrics is presented in this prospectus on an aggregated basis, without adjustment for the Company’s economic ownership percentage in its joint ventures. In addition, not all of the financial information for our unconsolidated affiliates is prepared by the Company’s management or audited. Although management believes including our unconsolidated affiliates in the Company’s system-wide financial information is useful for investors to understand the size and performance of our joint venture relationships, such system-wide financial information may not be indicative of what our unconsolidated affiliates’ financial results would have been if our unconsolidated affiliates were wholly owned by the Company.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise continue to fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and share price.

In connection with the preparation of our financial statements for the years ended December 31, 2023 and 2024, material weaknesses were identified in our internal control over financial reporting. A material weakness is a

 

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deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we identified were as follows:

(i) We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources with the appropriate knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, amongst other things, insufficient segregation of duties in the finance and accounting functions;

(ii) We did not design and maintain an effective risk assessment process at a precise enough level to identify and respond to risks of material misstatement. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting;

(iii) We did not design and maintain effective controls over the accounting for revenue from contracts with customers. Specifically, we did not formally document controls in place within the revenue cycle, including controls over our estimation process for the allowance for price concessions and controls to assess principal versus agent considerations within our revenue arrangements. This material weakness resulted in the restatement of our previously-issued financial statements and other audit adjustments that were immaterial;

(iv) We did not design and maintain effective controls to ensure adequate segregation of duties within our financial reporting function, including controls related to account reconciliations and journal entries. Specifically, certain personnel have incompatible duties including the ability to (a) create and post manual journal entries without an independent review and (b) prepare and review account reconciliations;

The material weaknesses described above resulted in certain immaterial adjustments, which were recorded prior to the issuance of the consolidated financial statements as of and for the years ended December 31, 2023 and December 31, 2024.

(v) We did not design and maintain effective information technology general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain:

 

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program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately,

 

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user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel,

 

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computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored, and

 

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program development controls to ensure that new software development is tested, authorized and implemented appropriately.

These material weaknesses could result in a misstatement of substantially all of our account balances or disclosures that would result in a material misstatement to our annual or interim financial statements that would not be prevented or detected. Had we performed an evaluation of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, additional control deficiencies may have been identified by management, and those control deficiencies could have also represented one or more material weaknesses.

In an effort to remediate these material weaknesses, we have retained an accounting consulting firm to provide additional depth and breadth in our technical accounting and financial reporting capabilities. We have also hired and plan to hire additional qualified accounting, finance and IT personnel to provide needed levels of expertise in our internal accounting and IT functions and maintain appropriate segregation of duties. We are also in the process of implementing additional technology platforms and related internal IT policies to support our internal controls. We intend to complete an appropriate risk assessment to identify relevant risks and specify needed objectives. We also intend to formalize and communicate our policies and procedures surrounding our financial close, financial reporting and other accounting processes. Furthermore, we intend to further develop and document necessary policies and procedures regarding our internal control over financial reporting, such that we are able to perform a Section 404 analysis of our internal control over financial reporting when and as required following the completion of this offering.

 

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These material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above, the controls operate for a sufficient period of time and management has concluded, through testing, that the controls are effective. The measures we have taken to date, and the controls we continue to design and implement, may not be sufficient to remediate the material weaknesses we have identified or avoid potential additional material weaknesses in our internal control over financial reporting in the future. Accordingly, material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting for purposes of our attestation when required after this offering by reporting requirements under the Sarbanes-Oxley Act. Further, while we remain an emerging growth company, our annual report under the Exchange Act will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

We expect to incur significant additional costs to remediate these control deficiencies, though there can be no assurance that our efforts will be successful or avoid potential future material weaknesses. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We also could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation and financial condition or divert financial and management resources from its regular business activities.

Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition, results of operations, liquidity and stock price. In addition, management’s assessment of internal controls over financial reporting has identified, and may identify in the future, weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the market price of our common stock.

In addition, discovery and disclosure of a material weakness in the future or our inability to cure the material weakness we previously discovered and disclosed, by definition, could have a material adverse impact on our consolidated financial statements. Such an occurrence could negatively affect our business and affect how our stock trades. This could, in turn, negatively affect our ability to access public equity or debt markets for capital.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if our addressable market achieves the forecasted growth, our business could fail to grow at similar rates.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. In particular, the size and growth of the market for diagnostic imaging services is subject to significant variables, which can be difficult to measure, estimate or quantify. Our business depends on, among other things, our success in implementing our business strategy, which is subject to many risks and uncertainties. Estimates and forecasts of these factors are difficult and affected by multiple variables. For these reasons, the estimates and forecasts in this prospectus relating to the size and expected growth of our addressable market may prove to be inaccurate. Even if our addressable market meets our size estimates and forecasted growth, our business could fail to grow at similar rates.

We are an “emerging growth company” and our election of reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and may remain an “emerging growth company” until the last day of the year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual

 

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gross revenues equals or exceeds an amount specified by regulation (currently $1.235 billion) or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For as long as we remain an “emerging growth company,” we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not “emerging growth companies.” These exemptions include:

 

∎

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

 

∎

not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

 

∎

reduced disclosure obligations regarding executive compensation; and

 

∎

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions.

We have also elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. Accordingly, our financial statements may not be comparable to companies that comply with public company effective dates, and our stockholders and potential investors may have difficulty in analyzing our operating results by comparing us to such companies.

WCAS and management own a significant percentage of our common stock and will be able to exert significant control over matters subject to stockholder approval and their interests may conflict with your interests as an owner of our common stock.

Based on the beneficial ownership of our common stock as of November 24, 2025, after this offering, our executive officers and directors, together with WCAS and its affiliates, will beneficially own approximately 31% of our outstanding common stock (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock and no purchases of shares of our common stock in this offering by that group, directly or indirectly). As a result, these stockholders will continue to have significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets and any other significant corporate transaction. The interests of these stockholders may not be the same as or may even conflict with your interests. For example, these stockholders could delay or prevent a change of control of our company, even if such a change of control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our company or our assets and might affect the prevailing market price of our common stock. The significant concentration of ownership of our common stock may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.

In addition, prior to the consummation of this offering, we intend to enter into a stockholders agreement with WCAS (the “Stockholders Agreement”). The Stockholders Agreement will give WCAS the right to nominate a number of our directors commensurate with its beneficial ownership of our outstanding common stock after the consummation of this offering and shall specify how WCAS’ nomination rights shall decrease as its beneficial ownership of our common stock also decreases. See the section titled “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

 

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Certain of our directors may have conflicts of interest because of their ownership of equity interests of, and their employment with, WCAS and its affiliates.

Certain of our directors hold ownership interests in affiliates of WCAS or ownership in and employment positions with its affiliates. Such interests in affiliates of WCAS by our directors could create, or appear to create, potential conflicts of interest when our directors are faced with decisions that could have different implications for us and for WCAS or its affiliates. We cannot assure you that any such conflicts of interest will be resolved in our favor.

Our amended and restated certificate of incorporation will contain exclusive forum provisions that may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, stockholders, officers or other employees.

Our amended and restated certificate of incorporation, which will become effective immediately prior to the consummation of this offering, provides that unless our board of directors consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action or proceeding asserting a claim arising from a breach of a fiduciary duty owed by any of our current or former directors, stockholders or officers or other employees to us or to our stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action or proceeding asserting a claim against us or any of our current or former directors, stockholders or officers or other employees arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or our amended and restated bylaws, (iv) any action or proceeding related to or involving us or any of our current or former directors, stockholders or officers or other employees that is governed by the internal affairs doctrine of the State of Delaware, (v) any action or proceeding asserting an “internal corporate claim,” as defined in Section 115 of the DGCL or (vi) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware. These exclusive-forum provisions do not apply to claims under the Securities Act or the Exchange Act. Our amended and restated certificate of incorporation will also provide that, unless our board of directors consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any action or proceeding asserting a cause of action arising under the Securities Act or the Exchange Act. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, stockholders, officers or other employees, which may discourage such lawsuits against us and our directors, stockholders, officers and employees. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, results of operations, liquidity and stock price.

Our amended and restated certificate of incorporation will contain a provision renouncing our interest and expectancy in certain corporate opportunities.

WCAS and certain of its affiliates engage in other investments and business activities in addition to its ownership of us. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, employee or managing director of WCAS or any of its affiliates will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to WCAS or any of its affiliates instead of us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee or managing director has directed to WCAS or any of its affiliates (other than us), as applicable. For instance, a director of our Company who also serves as a director, officer or employee of WCAS, or any of its portfolio companies, funds or other affiliates may pursue certain acquisitions, joint ventures or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. This provision of our amended and restated certificate of incorporation will relate only to our directors and officers who are also officers, directors, employees or managing directors of WCAS or its affiliates. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations, liquidity and stock price if attractive corporate opportunities are allocated by WCAS to itself or its portfolio companies, funds or other affiliates instead of to us.

 

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Some provisions of Delaware law and our governing documents could discourage a takeover that stockholders may consider favorable.

Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the consummation of this offering, contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. For example, our amended and restated certificate of incorporation will authorize our board of directors to determine the rights, preferences, privileges and restrictions of unissued preferred stock, without any vote or action by our stockholders. As a result, our board of directors could authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock or with other terms that could impede the completion of a merger, tender offer or other takeover attempt. In addition, our amended and restated bylaws will provide that vacancies on the board of directors may be filled only by a majority of the incumbent directors. Further, as described in the section titled “Description of Capital Stock—Anti-Takeover Provisions,” we are subject to certain provisions of Delaware law that may discourage potential acquisition proposals and may delay, deter or prevent a change of control of our company, including through transactions, and, in particular, unsolicited transactions, that some or all of our stockholders might consider to be desirable. As a result, efforts by our stockholders to change the direction or management of our company may be unsuccessful.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations, liquidity and stock price. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

 

∎

Our ability to generate revenue depends in large part on referrals from physicians and other healthcare providers;

 

∎

Because many of our costs are fixed, lower scan volumes or other decreases to revenues could adversely affect the profitability of our business;

 

∎

Our ability to maintain and attract new business depends upon the quality of our services, our reputation and the professional reputations of our radiologists, joint venture partners and the third-party providers with whom we contract;

 

∎

If our contracted radiology practices terminate their agreements with us, our business could be negatively impacted;

 

∎

We are dependent on our and our contracted radiology practices’ ability to hire and retain qualified radiologists and radiologic technologists, as well as our ability to hire and retain key personnel;

 

∎

Our labor costs have been, and we expect they will continue to be, adversely affected by competition for staffing, the nationwide shortage of radiologists and experienced and skilled healthcare professionals and regulatory activity, including changes in minimum wage laws;

 

∎

Our joint ventures depend on existing relationships with key health system partners. If we are unable to maintain synergistic relationships with these health systems, or enter into new relationships with health systems, we may be unable to implement our business strategies successfully;

 

∎

Adverse changes in general domestic and worldwide economic conditions could adversely affect our business, financial condition, results of operations, liquidity and stock price;

 

∎

We experience competition from other diagnostic imaging companies, hospitals and physician practices, and this competition could adversely affect our revenue and business;

 

∎

If reimbursement rates paid by third-party governmental or commercial payors are reduced or if we fail to successfully manage the reimbursement and collections processes, our business, financial condition, results of operations, liquidity and stock price could be harmed;

 

∎

There are risks associated with our current and potential future use of AI;

 

∎

Cybersecurity threats and other disruption or malfunctions in our information technology systems could adversely affect our business;

 

48

∎

The regulatory framework in which we operate is uncertain and continually evolving and complying with federal and state regulations is an expensive and time-consuming process;

 

∎

If the trading price of our common stock exceeds certain levels at the time of a distribution from or liquidation of Holdings LLC, substantial dilution may result from the issuance of additional shares of our common stock in respect of the Rollover Incentive Units, which may adversely affect the trading price of our common stock; and

 

∎

The other factors discussed herein in the section titled “Risk Factors.”

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

 

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USE OF PROCEEDS

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $427.0 million (or $492.2 million, if the underwriters fully exercise their option to purchase additional shares of our common stock in this offering), based on an assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus.

We intend to use the net proceeds of this offering to pay down a portion of our outstanding borrowings under the Existing Term Loan and for working capital, capital expenditures and other general corporate purposes. At September 30, 2025, we had approximately $1.2 billion outstanding under the Existing Term Loan (which will mature in December 2027), which bears interest at a rate per annum equal to the secured overnight financing rate (“SOFR”), plus 4.75% (where the applicable SOFR rate has a 0.5% floor). As of September 30, 2025, the interest rate on the Existing Term Loan was 9.05%. The Refinancing Term Loan (as defined below) that we expect to incur under the Amended Credit Agreement following the completion of this offering is expected to be in the range of $800 million to $825 million.

Pending the use of the proceeds from this offering, we may invest the proceeds in interest-bearing, investment-grade securities, certificates of deposit and U.S. government securities.

Each $1.00 increase (decrease) in the assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds from this offering by $23.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1.0 million share increase (decrease) in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds from this offering by $17.4 million, assuming no change in the assumed initial public offering price per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Our expected use of net proceeds from this offering represents our current intentions based on our present plans and business conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the actual amounts that we will spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering.

Affiliates of each of Barclays Capital Inc., Capital One Securities, Inc. and Fifth Third Securities, Inc. are lenders under the Existing Term Loan, under which certain borrowings are expected to be repaid with a portion of the aggregate net proceeds from this offering. See the section titled “Underwriting.”

 

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare and pay cash dividends, if any, will be made at the discretion of our board of directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, contractual restrictions, including restrictions under our existing indebtedness, capital requirements, business prospects, general business or financial market conditions and other factors our board of directors may deem relevant.

Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors— Risks Relating to Our Common Stock, this Offering and Being a Public Company—We do not intend to pay cash dividends for the foreseeable future, and accordingly, stockholders must rely on stock appreciation for any return on their investment.”

 

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ORGANIZATIONAL STRUCTURE

Prior to the consummation of the Transactions, all of our business operations were conducted through Holdings LLC and its direct and indirect consolidated subsidiaries and unconsolidated affiliates. In connection with the Transactions, Lumexa Imaging Holdings, Inc., a Delaware corporation and the issuer of our common stock offered by this prospectus (the “Issuer”), was incorporated as a wholly owned subsidiary of Holdings LLC on November 14, 2025.

At the time of the pricing of this offering:

 

∎

5,583,961 incentive units in Holdings LLC with a distribution threshold equal to or greater than $2.04 per unit will be converted into stock option awards issued under the 2025 Plan as replacement awards with respect to 5,583,961 shares of our common stock, with an exercise price equal to the initial public offering price. The number of stock option awards issued as replacement awards will be determined in a manner intended to preserve the economic value of the replaced incentive units, with the number of shares calculated assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus.

Immediately prior to the closing of this offering:

 

∎

Holdings LLC will contribute 100% of the shares of Lumexa Imaging Intermediate Holdings, Inc. and Lumexa Imaging Outpatient Intermediate Holdings, Inc. to the Issuer, making Lumexa Imaging Intermediate Holdings, Inc. and Lumexa Imaging Outpatient Intermediate Holdings, Inc. wholly owned subsidiaries of the Issuer, in exchange for 68,856,706 shares of our common stock, with the number of shares calculated based on a distribution ratio of 1 share per 9 units and assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and an agreement by the Issuer to issue the Distributed Shares as replacement awards under the 2025 Plan to the Rollover Incentive Unit Holders;

 

∎

3,538,909 common and incentive units in Holdings LLC that are owned by certain of our current and former service providers, including certain of our executive officers and non-employee directors, will be converted into 2,143,880 shares of our common stock based on the value of those units at the time of this offering, as determined by the board of managers of Holdings LLC and after taking into account any distribution threshold applicable to such common units, with the number of shares calculated assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

 

∎

251,637 incentive units in Holdings LLC will be converted into 95,099 shares of our common stock subject to restricted stock awards issued as replacement awards under the 2025 Plan, with the number of shares subject to such restricted stock awards based on the value of those units at the time of this offering, as determined by the board of managers of Holdings LLC and after taking into account any distribution threshold applicable to such incentive units, with the number of shares calculated assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus.

 

52

The diagram below depicts our organizational structure immediately following this offering, assuming no exercise by the underwriters of their option to purchase additional shares of our common stock. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities within our organizational structure.

 

 

Upon completion of the Transactions:

 

∎

the Issuer will consolidate the financial results of Lumexa Imaging Intermediate Holdings, Inc. and Lumexa Imaging Outpatient Intermediate Holdings, Inc. and their direct and indirect consolidated subsidiaries, and all of our business operations will be conducted through the Issuer and its direct and indirect consolidated subsidiaries and unconsolidated affiliates; and

 

∎

investors purchasing shares of our common stock in this offering will collectively hold 25,000,000 shares of our common stock (or 28,750,000 shares of our common stock, assuming the underwriters exercise in full their option to purchase additional shares) (in each case, assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

Following completion of the Transactions, Holdings LLC may distribute all or a portion of the 70,217,658 shares of our common stock it will own (assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and including the number of Distributed Shares calculated at that assumed initial public offering price) to its remaining equity holders on a pro rata basis, not earlier than the expiration of the lock-up period (as defined in the section titled “Underwriting”).

Furthermore, the Rollover Incentive Units may become eligible to receive additional Distributed Shares upon a distribution from Holdings LLC to the holders thereof or a liquidation of Holdings LLC, with certain of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of our common stock exceeds $7.02 per share at the time of such distribution or liquidation and all of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of our common stock exceeds $20.07 per share at the time of such distribution or liquidation. For example, if the trading price of our common stock was $10.00 per share or $100.00 per share at the time of any such distribution or liquidation, an additional 465,902 Distributed Shares or 3,268,119 Distributed Shares would be issuable to the Rollover Incentive Unit Holders, respectively.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2025, as follows:

 

∎

of Holdings LLC on a historical basis;

 

∎

of Lumexa Imaging Holdings, Inc. and its consolidated subsidiaries, on a pro forma basis, giving effect to the Transactions other than this offering and the issuance of 25,000,000 shares of our common stock in connection therewith; and

 

∎

on a pro forma as adjusted basis, giving effect to the pro forma adjustments above and (i) our issuance and sale of 25,000,000 shares of our common stock in this offering at the assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the net proceeds from this offering as described in the section titled “Use of Proceeds.”

You should read the information in this table together with the sections titled “Organizational Structure,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes, appearing elsewhere in this prospectus.

 

 

		SEPTEMBER 30, 2025
		ACTUAL				PRO FORMA				PRO FORMA, AS ADJUSTED
(Dollars in thousands)		(Unaudited)				(Unaudited)				(Unaudited)
Cash and cash equivalents		$	191			$	191			$	191
Debt:
Term Loan and Revolving Credit Facility(1)		$	1,196,191			$	1,196,191			$	769,555
Finance leases			30,767				30,767				30,767
Promissory notes and Accounts receivable pledging arrangements			17,133				17,133				17,133
Total debt obligations			1,244,091				1,244,091				817,455
Equity:
Common stock of Lumexa Imaging Holdings, Inc., $0.001 par value; no shares authorized, issued and outstanding, actual; 1,000,000,000 shares authorized and 69,565,652 shares issued and outstanding, pro forma; 1,000,000,000 shares authorized and 94,565,652 shares issued and outstanding, pro forma as adjusted (2)			—				70				95
Additional paid-in capital			—				769,407				1,196,352
Common units of Holdings LLC, 626,088,919 equity units authorized and 626,088,919 equity units issued and outstanding, actual; 619,717,487 equity units authorized and 619,717,487 equity units issued and outstanding, pro forma and pro forma as adjusted(3)			769,477				—				—
Accumulated deficit			(602,370	)			(602,370	)			(608,104	)
Total equity			167,107				167,107				588,343
Total capitalization		$	1,411,198			$	1,411,198			$	1,405,798

 

(1)

Excludes unamortized debt issuance costs and discount of $11.6 million on an actual and pro forma basis and $7.4 million on a pro forma, as adjusted basis. Pro forma, as adjusted, Term Loan and Revolving Credit Facility reflects the partial repayment of the Existing Term Loan using all estimated net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses payable by us, without giving effect to the incurrence of the Refinanced Term Loan. To the extent the Refinanced Term Loan exceeds the pro forma, as adjusted, Term Loan and Revolving Credit Facility balance, such excess net proceeds from this offering are expected to be added to pro forma, as adjusted, cash and cash equivalents.

(2)

As further discussed in the section titled “Use of Proceeds,” we intend to use the net proceeds of this offering to pay down a portion of our outstanding borrowings under the Existing Term Loan and for working capital, capital expenditures and other general corporate purposes.

 

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Assumes payment prior to September 30, 2025 of $5.4 million of the $7.8 million total estimated offering expenses. Also assumes the payment of $5.7 million in cash bonuses related to this offering. Based on a distribution ratio of 1 share per 9 units (and 69,527,204 shares and 69,469,401 shares of our common stock outstanding as of September 30, 2025 and December 31, 2024, respectively), our net loss per share as of September 30, 2025 and December 31, 2024 would have been $(0.26) and $(1.35), respectively. Our net loss per share of $(0.20) for the nine months ended September 30, 2025 assumes that an additional 23,061,441 shares of our common stock were outstanding for that period, which represents the number of shares of our common stock that we expect to be issued to fund the repayment of outstanding borrowings under the Existing Term Loan. The number of shares of our common stock that we expect to be issued to fund the repayment of outstanding borrowings under the Existing Term Loan was calculated by dividing $426.6 million, which is the estimated cost to repay outstanding borrowings under the Existing Term Loan, by $18.50 per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, less underwriting discounts and commissions and estimated offering expenses.

(3)

Only includes common units of Holdings LLC and does not include incentive units of Holdings LLC.

 

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Our historical net tangible book value (deficit) as of September 30, 2025 was $(683.3) million, or $(1.09) per share of our common stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities. Historical net tangible book value (deficit) per share represents historical net tangible book value (deficit) divided by the number of shares of our common stock outstanding as of November 24, 2025. For purposes of this calculation, we have assumed that (i) 1,435,934 shares of our common stock issued for outstanding incentive units in Holdings LLC that are owned by certain of our current and former service providers and (ii) 95,099 shares of our common stock subject to restricted stock awards issued as replacement awards under the 2025 Plan for certain outstanding and unvested incentive units in Holdings LLC are outstanding, with the number of shares calculated assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus.

Our pro forma net tangible book value as of September 30, 2025 was $(683.3) million, or $(9.61) per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our common stock outstanding as of September 30, 2025, after giving effect to the Transactions other than this offering, as if they occurred on September 30, 2025.

After giving further effect to our issuance and sale of 25,000,000 shares of our common stock in this offering at an assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been $(262.1) million, or $(2.73) per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $6.88 per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $21.23 per share to new investors purchasing our common stock in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

 

 

Assumed initial public offering price per share						$	18.50
Historical net tangible book value (deficit) per share as of September 30, 2025		$	(1.09	)
Decrease per share attributable to the pro forma adjustments described above		$	(8.52	)
Pro forma net tangible book value per share as of September 30, 2025		$	(9.61	)
Increase per share attributable to new investors purchasing our common stock in this offering		$	6.88
Pro forma as adjusted net tangible book value per share immediately after this offering						$	(2.73	)
Dilution per share to new investors purchasing our common stock in this offering						$	21.23

 

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $0.25 per share and increase (decrease) the dilution to new investors by $0.75 per share, in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately $0.21 per share and decrease (increase) the dilution to new investors by approximately $(0.21) per share, in each

 

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case assuming the assumed initial public offering price of $18.50 per share of common stock remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our common stock in full, our pro forma as adjusted net tangible book value per share after this offering would be $(1.97) per share, and the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering would be $20.47 per share.

The following table summarizes, as of November 24, 2025, on a pro forma as adjusted basis as described above, the number of shares of our common stock, the total consideration and the average price per share (1) paid or to be paid to us by existing stockholders and (2) to be paid by new investors acquiring our common stock in this offering at an assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

 

 

		SHARES PURCHASED								TOTAL CONSIDERATION								AVERAGE PRICE PER SHARE
		NUMBER				PERCENT				AMOUNT				PERCENT
Existing stockholders before this offering			71,096,685				74.0	%		$	—				—	%		$	—
Investors participating in this offering			25,000,000				26.0				462,500,000				100				18.50
Total			96,096,685				100	%		$	462,500,000				100	%		$	18.50

 

The table above assumes no exercise of the underwriters’ option to purchase 3,750,000 additional shares in this offering. If the underwriters exercise in full their option to purchase additional shares from us, the number of shares held by new investors will increase to 28,750,000 shares, or 28.8% of the total number of shares outstanding following the completion of this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and total consideration paid by all stockholders by approximately $23,500,000, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

To the extent that warrants are issued and exercised or awards under the 2025 Plan are granted and vest or, if applicable, are exercised, shares are purchased under the ESPP or we otherwise issue additional shares of our common stock in the future, there will be further dilution to investors participating in this offering.

For purposes of the calculations in this section, the number of shares of our common stock that will be outstanding after this offering is based on 71,096,685 shares of common stock outstanding as of November 24, 2025, based on the assumed initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering range set forth on the cover page of this prospectus, and excludes the following:

 

∎

6,100,839 shares of our common stock reserved for future issuance under the 2025 Plan, which will become effective in connection with this offering, of which 1,139,259 shares of our common stock will be issuable upon the vesting of restricted stock unit awards granted in connection with the consummation of this offering under the 2025 Plan, based on the assumed initial public offering price of $18.50 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and assuming that the vesting conditions applicable to performance-based restricted stock unit awards are achieved at the maximum performance level;

 

∎

2,033,613 shares of our common stock initially reserved for issuance under the ESPP, which will become effective in connection with this offering;

 

∎

any additional shares that become available under the 2025 Plan or the ESPP pursuant to provisions thereof that automatically increase the share reserve under each plan each year;

 

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∎

5,583,961 shares of our common stock issuable upon the exercise of stock options issued prior to the closing of this offering as replacement awards under the 2025 Plan for certain outstanding incentive units in Holdings LLC for which the distribution threshold is equal to or greater than $2.04, with the number of shares subject to such stock options calculated based on the value of those units at the time of this offering, as determined by the board of managers of Holdings LLC, as further described in the section titled “Organizational Structure,” with the number of shares calculated assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

 

∎

1,359,952 Distributed Shares to be issued as replacement awards under the 2025 Plan in settlement of the Rollover Incentive Units that will remain outstanding until a distribution from or the liquidation of Holdings LLC, with the number of Distributed Shares to be issued based on the value of those units at the time of the distribution or liquidation, as determined by the board of managers of Holdings LLC and after taking into account any distribution threshold applicable to such Rollover Incentive Units, as further described in the section titled “Organizational Structure.” The number of Distributed Shares to be issued as replacement awards for the Rollover Incentive Units disclosed above was calculated assuming an initial public offering price of $18.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. The Rollover Incentive Units may become eligible to receive additional Distributed Shares upon a distribution from Holdings LLC to the holders thereof or a liquidation of Holdings LLC, with certain of such Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of our common stock exceeds $7.02 per share at the time of such distribution or liquidation and all of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of our common stock exceeds $20.07 per share at the time of such distribution or liquidation. For example, if the trading price of our common stock was $10.00 per share or $100.00 per share at the time of any such distribution or liquidation, an additional 465,902 Distributed Shares or 3,268,119 Distributed Shares would be issuable to the Rollover Incentive Unit Holders, respectively.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Prospectus Summary—Summary Historical Consolidated Financial and Other Data” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are one of the largest national providers of diagnostic imaging services. Our platform is integrated, scalable and has a proven track record of creating value for our stakeholders. As of September 30, 2025, we operated the second largest outpatient imaging center footprint in the United States. It spans 184 centers in 13 states and includes eight joint venture partnerships with health systems.

Our primary source of income is fees paid by patients, insurance companies or other payors in exchange for our centers providing imaging studies and radiologists’ interpretations of those studies. We also earn revenue from payors when our radiologists interpret an imaging study performed in another facility, often the imaging department of a hospital. In addition, we earn a monthly fee from centers that we operate, but do not consolidate for accounting purposes, in exchange for managing their operations. We also earn fees from third-party hospitals for providing radiology and administrative support. How these income streams affect our consolidated financial statements depends on whether we consolidate the center generating the fee for accounting purposes. Because our ownership levels and rights vary from center to center, at September 30, 2025, we consolidated 99 of the 184 centers that we operated and accounted for our investments in the remaining 85 centers under the equity method of accounting. At December 31, 2024, we consolidated 98 of the 181 centers that we operated and accounted for our investments in the remaining 83 centers under the equity method of accounting.

The following table shows our outpatient imaging centers in operation and consolidated net patient service revenue for the specified periods:

 

 

		NINE MONTHS ENDED SEPTEMBER 30,								YEAR ENDED DECEMBER 31,
(dollars in thousands)		2025				2024				2024				2023
Consolidated net patient service revenue		$	592,178			$	557,021			$	746,850			$	767,391
Centers in operation			184				177				181				183
Outpatient imaging centers with a health system joint venture partner (equity method)			85				82				83				82
Consolidated outpatient imaging centers			99				95				98				101

 

Our operations are comprised of two segments for financial reporting purposes, “Outpatient Imaging Centers” and “Professional Services.” For further financial information about our segments, see Notes 20 and 13 (Segment Reporting) in the notes accompanying our audited and unaudited consolidated financial statements included in this prospectus, respectively.

Factors Affecting Our Results of Operations

We believe there are several important factors that have impacted our operating performance and results of operations, including:

 

∎

Physician referrals. A significant portion of the services that we perform and the revenue we generate is derived from patient referrals from unaffiliated physicians and other healthcare providers. Because the

 

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majority of our routine and advanced imaging volume involves providing non-recurring services to patients, our business depends on continuing to receive new referrals from those physicians and other healthcare providers. Our performance depends on our ability to maintain those referrals and to become and/or remain designated providers under “closed panel” preferred physician organizations or other managed care contracting systems which manage those referrals exclusively to contracted providers. We seek to be the designated provider under those programs and the failure to compete to remain such under those programs and our inability to maintain and increase the number of physician referrals could impact our revenues and operations.

 

∎

Demand for advanced imaging in our geographies. Our operations and profitability depend in part on our ability to increase the amount of patient volume from advanced imaging scans. Demand for advanced imaging continues to grow according to industry estimates and outpaces routine imaging growth. As of September 30, 2025, management estimates that advanced imaging payments per procedure at our consolidated and unconsolidated centers were on average approximately 330% of routine imaging payments per procedure. Advanced imaging accounted for 30% of our consolidated imaging volumes and 36% of our system-wide imaging volumes, and 52% of our consolidated revenue and 63% of our system-wide revenues for the nine months ended September 30, 2025. Advanced imaging accounted for over 29% of our consolidated imaging volumes and over 35% of our system-wide imaging volumes, and over 51% of our consolidated revenue and 63% of our system-wide revenue in 2024. We believe that our centers, equipment, personnel and strategy will enable advanced imaging to continue to increase over time.

 

∎

Favorable and Sustainable Reimbursement. Our revenues depend on achieving broad coverage and reimbursement for our imaging exams from third-party payors, including both commercial and government payors. Payment from third-party payors differs depending on whether we have entered into a contract with the payor as a “participating provider” or do not have a contract and are considered a “non-participating provider.” Payors will often reimburse non-participating providers, if at all, at a lower rate than participating providers. We operate in geographies with attractive payor dynamics that support sustainable commercial reimbursement. 58% of our consolidated revenue for the nine months ended September 30, 2025 came from commercial payors, with government payors making up an incremental 28% and the remaining portion of our consolidated revenue for the nine months ended September 30, 2025 coming from self-pay, liens and other payors. 63% of our system-wide revenue for the nine months ended September 30, 2025 came from commercial payors, with government payors making up an incremental 22% and the remaining portion of our system-wide revenue for the nine months ended September 30, 2025 coming from self-pay, liens and other payors. 57% of our 2024 consolidated revenue came from commercial payors, with government payors making up an incremental 28% and the remaining portion of our 2024 consolidated revenue coming from self-pay, liens and other payors. 63% of our 2024 system-wide revenue came from commercial payors, with government payors making up over 23% and the remaining portion of our 2024 system-wide revenue coming from self-pay, liens and other payors. We are broadly diversified across over 600 payor contracts and have a dedicated managed care team, focused on securing competitive reimbursement rates and contract terms for our centers using a data-driven approach. If we are not able to obtain or maintain coverage and adequate reimbursement from commercial payors, we may not be able to effectively increase our patient volume and revenue as expected. Additionally, retrospective reimbursement adjustments can negatively impact our revenue and cause our financial results to fluctuate, though we have not experienced any material adjustments of that nature.

 

∎

Investment and implementation of technology. Our integrated technology system supports our current day-to-day operations and is the foundation of our continued deployment of third-party AI tools. We intend to continue investing in these technologies and believe that using third-party AI allows us to benefit from the most advanced solutions in the market, given there are over 400 radiology AI products in existence today and we anticipate that many more are in development. Implementation of AI can enable faster scan times, improved clinical efficiency and faster patient scheduling and communication of results. Furthermore, back-office tasks can use AI to self-learn and self-manage processes, increase collections and reduce labor expenses, driving greater profitability.

 

∎

Continuing growth through de novo expansion, joint ventures and acquisitions. We believe that our expansion strategy to establish new de novo centers, continue to partner with health systems in joint

 

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ventures and complete new acquisitions will continue to drive greater revenues. Our failure to continue to expand could have an adverse effect on our revenue growth.

 

∎

Seasonality. Our business exhibits seasonal fluctuations. The first quarter of each year generally sees the lowest procedure volumes and revenue levels. We believe this trend is driven by two factors. First, many patients participate in high-deductible health plans. As these deductibles reset in January, patients tend to reduce their use of medical services during the first quarter to avoid substantial out-of-pocket expenditures. Second, our outpatient imaging centers are sometimes affected by severe winter weather conditions, with snowstorms and other adverse weather leading to patient appointment cancellations and occasional center closures.

While each of these factors present significant opportunities for us, they are not the only factors that may adversely affect our revenues and they also pose significant risks and challenges that we must address. See the section titled “Risk Factors” for more information.

Our Business and Performance Measures

We deliver high-quality, convenient and low-cost care through our expansive network of outpatient imaging centers, meeting the needs of our key stakeholders—patients, referring physicians, health system joint venture partners and payors. Our accessible locations, flexible scheduling options and extended hours make it easier for patients to receive the imaging services they need. Referring physicians choose our centers for their patients’ imaging needs because of our high-quality care, subspecialized radiologists, skilled technologists and modern equipment and technology. Our health system joint venture partners benefit from providing patients access to our high-quality, lower cost, conveniently located centers to reduce hospital backlogs and the time required to diagnose and begin treatment. Our centers also benefit payors by reducing the overall cost of delivering diagnostic imaging to their members.

We operate outpatient imaging centers, some of which we wholly own and others that we own in partnership with health system joint ventures. At September 30, 2025, we managed 82 of our 85 jointly owned outpatient imaging centers on a day-to-day basis through a management services contract. At December 31, 2024, we managed 80 of our 83 jointly owned outpatient imaging centers on a day-to-day basis through a management services contract. Our role as an owner and day-to-day manager provides us with significant influence over those centers’ operations. This influence does not represent control of the center, so we account for our investment in each such center under the equity method of accounting as an unconsolidated affiliate. We controlled the other 99 and 98 centers at September 30, 2025 and December 31, 2024, respectively, and accounted for these investments as consolidated subsidiaries. For consolidated subsidiaries, our consolidated statements of operations reflect, within each revenue and expense line item, 100% of the revenues and expenses of each such subsidiary, after the elimination of intercompany amounts. Our consolidated statements of operations reflect our earnings from our unconsolidated affiliates in only two line items:

 

∎

equity in earnings of unconsolidated affiliates: our share of the net income or loss of each unconsolidated affiliate, which is based on that center’s net income or loss and the percentage of that affiliate’s outstanding equity interests owned by us; and

 

∎

management fee and other revenues, related party: income we primarily earn in exchange for managing the day-to-day operations of an unconsolidated affiliate, usually quantified as a percentage of that affiliate’s net revenue.

We also provide management and administrative services to five physician practices through management service organization subsidiaries. These subsidiaries provide practice management services including, but not limited to, claim processing, utilization review, operations management, information technology, human resources, risk management, legal, compliance, finance and accounting and marketing services, which are provided under administrative services agreements. We receive management fees from these physician practices for the services performed. In addition, pursuant to franchise agreements, American Health Imaging, Inc., one of our consolidated subsidiaries (“AHI”), provides management and administrative services to the Franchise Centers including, but not limited to, contract negotiation, claims processing, utilization review, operations management, information technology, human resources, risk management, legal, compliance, budgeting and finance, accounting, and marketing services. We receive royalty, billing and management fees from the Franchise Centers for the use of the

 

61

AHI name and the services performed. We have exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of both the physician practices and the Franchise Centers.

In summary, our operating income is driven by the performance of the outpatient imaging centers and physician practices we operate and by our ownership interest in our outpatient imaging centers, but our individual revenue and expense line items only relate to the consolidated businesses. This results in trends in our operating income that do not always correspond with changes in our individual revenue and expense line items. Accordingly, we supplementally review several types of information in order to monitor and analyze our results of operations, including:

 

∎

the results of operations of our unconsolidated affiliates;

 

∎

our average ownership share in the outpatient imaging centers we operate; and

 

∎

facility operating indicators irrespective of consolidation treatment, such as system-wide revenue growth and same-center revenue growth.

Results of Operations

 

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2025				2024				Variance
Revenue:
Net patient service revenue		$	565,738			$	533,860			$	31,878
Net patient service revenue, related party			26,440				23,161				3,279
Management fee and other revenue			15,253				11,372				3,881
Management fee and other revenue, related party			147,916				132,448				15,468
Total revenues			755,347				700,841				54,506
Operating expenses:
Cost of operations, excluding depreciation and amortization			639,898				626,150				13,748
General and administrative expenses			53,262				50,241				3,021
Depreciation and amortization			27,984				32,348				(4,364	)
Loss on disposal of property and equipment			477				—				477
Total operating expenses			721,621				708,739				12,882
Equity in earnings of unconsolidated subsidiaries			49,835				47,890				1,945
Income from operations			83,561				39,992				43,569
Other income and expenses:
Interest expense			90,523				104,640				(14,117	)
Loss on extinguishment of debt			—				703				(703	)
Gain on imaging center sold, related party			—				(2,184	)			2,184
Total other expenses			90,523				103,159				(12,636	)
Loss before income taxes			(6,962	)			(63,167	)			56,205
Income tax provision			11,452				5,874				5,578
Net loss and comprehensive loss		$	(18,414	)		$	(69,041	)		$	50,627

 

 

 

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		YEAR ENDED DECEMBER 31,
		2024				2023				VARIANCE
Revenue:
Net patient service revenue		$	715,560			$	747,738			$	(32,178	)
Net patient service revenue, related party			31,290				19,653				11,637
Management fee and other revenue			14,951				4,526				10,425
Management fee and other revenue, related party			187,068				164,008				23,060
Total revenues			948,869				935,925				12,944
Operating expenses:
Cost of operations, excluding depreciation and amortization			852,606				836,958				15,648
General and administrative expenses			70,361				55,165				15,196
Depreciation and amortization			42,164				56,630				(14,466	)
Goodwill impairment charge			—				18,969				(18,969	)
Loss on disposal of property and equipment			—				1,285				(1,285	)
Total operating expenses			965,131				969,007				(3,876	)
Equity in earnings of unconsolidated subsidiaries			71,505				55,527				15,978
Income from operations			55,243				22,445				32,798
Other income and expenses:
Interest expense			136,027				141,694				(5,667	)
Loss on extinguishment of debt			703				—				703
Gain on imaging center sold, related party			(2,294	)			—				(2,294	)
Total other expenses			134,436				141,694				(7,258	)
Loss before income taxes			(79,193	)			(119,249	)			40,056
Income tax provision			14,906				2,978				11,928
Net loss and comprehensive loss		$	(94,099	)		$	(122,227	)		$	28,128

 

The following table summarizes our GAAP consolidated statement of operations items expressed as a percentage of revenue for the periods indicated:

 

 

		NINE MONTHS ENDED SEPTEMBER 30,								YEAR ENDED DECEMBER 31,
		2025				2024				2024				2023
Total revenues			100.0	%			100.0	%			100.0	%			100.0	%
Operating expenses:
Cost of operations, excluding depreciation and amortization			84.7				89.3				89.9				89.4
General and administrative expenses			7.1				7.2				7.4				5.9
Depreciation and amortization			3.7				4.6				4.4				6.1
Goodwill impairment charge			—				—				—				2.0
Loss on disposal of property and equipment			—				—				—				0.1
Total operating expenses			95.5				101.1				101.7				103.5
Equity in earnings of unconsolidated affiliates			6.6				6.8				7.5				5.9
Income from operations			11.1				5.7				5.8				2.4
Other income and expenses
Interest expense			12.0				15.0				14.3				15.1
Loss on extinguishment of debt			—				0.1				0.1				—
Gain on imaging center sold, related party			—				(0.3	)			(0.2	)			—
Total other expenses			12.0				14.8				14.2				15.1
Loss before income taxes			(0.9	)			(9.1	)			(8.4	)			(12.7	)
Income tax provision			1.5				0.8				1.5				0.4
Net loss and comprehensive loss			(2.4	)%			(9.9	)%			(9.9	)%			(13.1	)%

 

 

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Our business model of partnering with health system joint venture partners results in our accounting for 85 (at September 30, 2025) and 83 (at December 31, 2024) of our outpatient imaging centers under the equity method of accounting rather than consolidating their results.

Our share of the net income of unconsolidated affiliates is shown in our consolidated statements of operations on a net basis as “equity in earnings of unconsolidated affiliates.”

The following tables provide other information regarding our unconsolidated affiliates:

 

 

		NINE MONTHS ENDED SEPTEMBER 30,
Lumexa Imaging’s Unconsolidated Affiliates		2025				2024
Lumexa Imaging’s equity in earnings of unconsolidated affiliates (in thousands)		$	49,835			$	47,890
Lumexa Imaging’s imputed weighted average ownership percentages based on unconsolidated affiliates’ pretax income (1)			46.4	%			46.2	%
Unconsolidated outpatient imaging centers operated at period end			85				82

 

		YEAR ENDED DECEMBER 31,
Lumexa Imaging’s Unconsolidated Affiliates		2024				2023
Lumexa Imaging’s equity in earnings of unconsolidated affiliates (in thousands)		$	71,505			$	55,527
Lumexa Imaging’s imputed weighted average ownership percentages based on unconsolidated affiliates’ pretax income (1)			46.5	%			46.3	%
Unconsolidated outpatient imaging centers operated at period end			83				82

 

(1)

Our weighted average percentage ownership in our unconsolidated affiliates is calculated as our equity in earnings of unconsolidated affiliates divided by the total net income of unconsolidated affiliates for each respective period.

One of our unconsolidated affiliates, BTDI JV, LLP (“BTDI”) is considered significant to our consolidated financial statements under Regulation S-X. As a result, the audited consolidated financial statements and related notes of BTDI have been included in this prospectus.

Revenue

As described above, our earnings from an outpatient imaging center, whether consolidated or accounted for using the equity method of accounting, are driven by the same factors: the center’s underlying profits and revenue and our ownership percentage in that center. Accordingly, to assess our overall operating results, we often utilize system-wide and same-center measures, which include both consolidated centers and unconsolidated affiliates. Our consolidated revenue growth and system-wide revenue growth were 7.8% and 7.4%, respectively between the nine months ended September 30, 2024 and the nine months ended September 30, 2025. Our consolidated revenue growth and system-wide revenue growth were 1.4% and 3.2%, respectively, between the year ended December 31, 2023 and the year ended December 31, 2024. Our system-wide revenue includes all centers and physician practices that we operate; our GAAP revenue (or consolidated revenue) only includes consolidated centers, which represent 54% of our centers at both September 30, 2025 and December 31, 2024, respectively, and all physician practices that we operate.

Net patient service revenue increased by $31.9 million, or 6.0%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was largely due to an increase in consolidated same-center revenues of 6.4%, which was driven by volume growth of 4.3% and an increase in net revenue per scan of 2.0%. The consolidated same-center revenue growth included a $15.5 million increase in revenues at our centers in New Jersey, primarily as a result of going back in network with a payor that was out of network for much of 2024. Net patient service revenue also increased $4.5 million related to six new consolidated centers we opened during 2024 and 2025. Net patient service revenue decreased by $32.2 million, or 4.3%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease was primarily due

 

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to the wind down of a physician practice during the year ended December 31, 2023, which reduced revenue by $31.1 million, the sale of six outpatient centers in the year ended December 31, 2024, which reduced revenue by $9.6 million, and the negative impact from being out of network with a previously in-network payor during the majority of the year ended December 31, 2024, which reduced revenue by an estimated $18.4 million. These decreases were partially offset by increases in same-center revenue and volume growth of 2.3% and 2.1%, respectively, in each case before the impact of being out of network with the previously in-network payor mentioned above.

Net patient service revenue, related party increased by $3.3 million, or 14.2%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was due to $1.3 million of growth in reads our teleradiology group Connexia does for unconsolidated BTDI centers, and $1.4 million of growth at our North Carolina practice which performs reads for scans done by its local hospital partner. Net patient service revenue, related party increased by $11.6 million, or 59.2%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, largely due to the initiation of Connexia performing reads for BTDI’s outpatient imaging centers.

Management fee and other revenue increased by $3.9 million, or 34.1%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was primarily due to an increase in pass through costs. Management fee and other revenue increased by $10.4 million, or 230.3%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was largely due to entering into a new agreement to provide radiology services to our health system partner in New Jersey, with whom we co-own outpatient centers in the region through a joint venture.

Management fee and other revenue, related party increased by $15.5 million, or 11.7%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was due to an increase related to our unconsolidated affiliate, BTDI, as a result of increased pass through costs related to information technology and leased employees and improved financial performance. Management fee and other revenue, related party increased by $23.1 million, or 14.1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The change was primarily driven by additional management fees earned from our unconsolidated affiliate, BTDI, due to its improved financial performance from 2023 to 2024.

Operating Expenses

Cost of operations, excluding depreciation and amortization, is comprised of costs incurred to operate outpatient imaging centers and physician practices, primarily salaries, wages and benefits for clinicians and direct patient support personnel, occupancy costs, such as rent and utilities, medical supplies and other operating expenses. Cost of operations increased by $13.7 million, or 2.2%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase is primarily due to a $13.3 million increase in radiologist costs for interpreting scans. Cost of operations increased by $15.6 million, or 1.9%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase is primarily due to a $16.7 million increase in radiologist costs for interpreting scans.

General and administrative expenses include salaries, wages and benefits of executive leadership, finance and accounting, human resources, legal, information technology, professional fees, transaction costs, severance and other overhead and corporate expenses. General and administrative expenses increased by $3.0 million, or 6.0%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase is due to an increase in information technology costs and in legal and professional fees as we prepare to operate as a public company. General and administrative expenses increased by $15.2 million, or 27.5%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase is due to an increase in salaries, wages and benefits and an increase in information technology costs as we deploy our standard platforms. We also expect general and administrative expenses to increase in the near term as a result of operating as a public company. That increase in expenses will be associated with compliance with the rules and regulations of the SEC, and an increase in legal, audit, insurance, investor relations, professional services and other administrative expenses.

Depreciation and amortization expense consists of depreciation of property and equipment assets (medical office equipment, computer and software, and furniture and fixtures) and amortization of acquired intangible assets, such

 

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as facility contracts and trade names. Depreciation and amortization expense decreased by $4.4 million, or 13.5%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease is driven by the disposition of assets during 2024 due to the contribution of a formerly consolidated imaging center to a health system joint venture and the wind down of a physician practice during 2024. Depreciation and amortization expense decreased by $14.5 million, or 25.5%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease is driven by a $8.2 million decrease in amortization as a result of the wind down of a physician practice; and a $7.0 million decrease as a result of trade name and management services agreements becoming fully amortized during the year ended December 31, 2023. This decrease was partially offset by depreciation related to new property and equipment added during the year.

The goodwill impairment recognized in the year ended December 31, 2023 of $19.0 million was related to the wind down of a physician practice.

The loss on disposal of property and equipment of $1.3 million in the year ended December 31, 2023 relates to the disposal of property and equipment for proceeds that were less than the carrying amount thereof on our consolidated balance sheet.

Equity in earnings of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates is our share of the net income or loss of each unconsolidated outpatient imaging center, which is based on that center’s net income or loss and the percentage of that center’s outstanding equity interests owned by us. Equity in earnings of unconsolidated subsidiaries increased by $1.9 million, or 4.1%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 due to the enhanced profitability of our investments in unconsolidated affiliates. Equity in earnings of unconsolidated subsidiaries increased by $16.0 million, or 28.8%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase is due to enhanced profitability of our investments in unconsolidated affiliates as well as our contribution during the year ended December 31, 2024 of a formerly consolidated outpatient imaging center in New Jersey to a health system joint venture.

Other (income) expenses

Interest expense decreased by $14.1 million, or 13.5%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 due to a decrease in interest rates during that period, as well as a $1.3 million decrease in the impact of the interest rate cap (as defined below) during that period. Interest expense decreased by $5.7 million, or 4.0%, for the year ended December 31, 2024, compared to the year ended December 31, 2023 due to a decrease in interest rates during that period, as well as a $3.7 million decrease in the impact of the interest rate cap during that period.

Loss on extinguishment of debt of $0.7 million in the year ended December 31, 2024 was primarily due to fees related to an amendment to extend the maturity date to December 2027 and to change the lending syndicate of our Existing Term Loan.

Gain on imaging centers sold of $2.3 million in the year ended December 31, 2024 was related to our contribution during the year ended December 31, 2024 of a formerly consolidated outpatient imaging center in New Jersey to a health system joint venture. We formerly consolidated this outpatient imaging center, but now account for it under the equity method of accounting.

Income Tax Provision

We recorded an income tax provision of $11.5 million for the nine months ended September 30, 2025, as compared to an income tax provision of $5.9 million for the nine months ended September 30, 2024. We recorded an income tax provision of $14.9 million for the year ended December 31, 2024, as compared to an income tax provision of $3.0 million for the year ended December 31, 2023. The increases in the tax provisions were primarily due to a decrease in pre-tax net loss. Despite having recurring net losses, we have recorded an income tax provision primarily due to having non-deductible unit-based compensation and a valuation allowance recorded against some of our deferred tax assets, which more than offsets the federal benefit that we would receive.

 

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Results of Operations—Segment Results

We organize our business into two reportable segments: (1) outpatient imaging centers and (2) professional services. This segment structure reflects the financial information and reports used by our management to make decisions regarding our business, including resource allocation and performance assessments.

Outpatient Imaging Center Segment

Our outpatient imaging center segment generates revenue by performing imaging studies and providing radiologists’ interpretations of those studies. The following tables show our outpatient imaging center segment’s revenue and Adjusted EBITDA.

 

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2025				2024				$ CHANGE				% CHANGE
Net patient service revenue		$	413,481			$	390,137			$	23,344				6.0	%
Management fee and other revenue			147,887				132,016				15,871				12.0	%
Adjusted EBITDA			138,236				119,333				18,903				15.8	%
		YEAR ENDED DECEMBER 31,
		2024				2023				$ CHANGE				% CHANGE
Net patient service revenue		$	521,286			$	535,012			$	(13,726	)			(2.6	)%
Management fee and other revenue			186,169				162,070				24,099				14.9	%
Adjusted EBITDA			172,542				157,618				14,924				9.5	%

 

The following table shows the outpatient imaging center segment’s system-wide same-center growth rates for the following metrics for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, and for the year ended December 31, 2024, as compared to the year ended December 31, 2023:

 

 

		NINE MONTHS ENDED SEPTEMBER 30,				YEAR ENDED DECEMBER 31,
		2025				2024
Net revenue			7.0	%			4.2	%
Volume			3.0	%			(0.3	)%
Net revenue per scan			3.9	%			4.5	%

 

Our outpatient imaging center segment’s operating results for the nine months ended September 30, 2025 reflect a 7.0% system-wide same-center revenue growth. The segment’s consolidated GAAP revenue growth for the nine months ended September 30, 2025 was 7.5%. Our outpatient imaging center segment’s operating results for the year ended December 31, 2024 reflect a 4.2% system-wide same-center revenue growth. The segment’s consolidated GAAP revenue growth for the year ended December 31, 2024 was 1.5%.

Net patient service revenue for the outpatient imaging center segment increased by $23.3 million, or 6.0%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily driven by an increase in consolidated same-center revenues of 6.4%, which was comprised of volume growth of 4.3% and an increase in net revenue per scan of 2.0%. The consolidated same-center growth included an $11.3 million increase in revenues at our centers in New Jersey, primarily as a result of going back in network with a payor that was out of network for much of 2024. Net patient service revenue for the outpatient imaging center segment also increased $4.5 million related to six new consolidated centers we opened in 2024 and 2025. Net patient service revenue for the outpatient imaging center segment decreased by $13.7 million, or 2.6%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily driven by an estimated $18.4 million decrease in revenues due to being out of network with a previously in-network payor

 

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for the majority of 2024, and a $9.6 million decrease due to the sale of six imaging centers in Houston. These decreases were partially offset by volume increases among other of our consolidated outpatient imaging centers.

Management fee and other revenue for the outpatient imaging center segment increased by $15.9 million, or 12.0%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was due to an increase related to our unconsolidated affiliate, BTDI, as a result of increased pass through costs related to information technology and leased employees and improved financial performance. Management fee and other revenue for the outpatient imaging center segment increased by $24.1 million, or 14.9%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was due to additional management fees earned from our unconsolidated affiliate, BTDI, due to its improved financial performance from 2023 to 2024. Our management fees are usually quantified as a percentage of the unconsolidated affiliate’s net revenue.

As further discussed below, Adjusted EBITDA removes non-cash and non-recurring charges that occur in the affected period and provides a basis for management to measure our core financial performance against other periods. Adjusted EBITDA for the outpatient imaging center segment increased by $18.9 million, or 15.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was driven by the increases in net patient service revenue and management fee and other revenue described above. Adjusted EBITDA for the outpatient imaging center segment increased by $14.9 million, or 9.5%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was driven by increased volumes and earnings from our other centers more than offsetting the decline in earnings from being out of network with a previously in-network payor in New Jersey during most of 2024.

Professional Services Segment

Our professional services segment earns revenue solely from the interpretation of imaging studies. The related imaging studies are performed by other parties, primarily the imaging department of a hospital with whom we have a broader strategy that includes our outpatient business, such as through a joint venture for outpatient centers that we operate. The following tables show our professional services segment’s revenue and Adjusted EBITDA.

 

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2025				2024				$ CHANGE				% CHANGE
Net patient service revenue		$	185,042			$	172,150			$	12,892				7.5	%
Management fee and other revenue			15,282				11,804				3,478				29.5	%
Adjusted EBITDA			28,168				27,762				406				1.5	%
		YEAR ENDED DECEMBER 31,
		2024				2023				$ CHANGE				% CHANGE
Net patient service revenue		$	232,551			$	237,816			$	(5,265	)			(2.2	)%
Management fee and other revenue			15,850				6,464				9,386				145.2	%
Adjusted EBITDA			28,297				39,554				(11,257	)			(28.5	)%

 

The following table shows the professional services segment’s consolidated same-practice growth rates for the following metrics for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, and the year ended December 31, 2024, as compared to the year ended December 31, 2023:

 

 

		NINE MONTHS ENDED SEPTEMBER 30,				YEAR ENDED DECEMBER 31,
		2025				2024
Net revenue			8.9	%			2.5	%
Volume			5.1	%			1.9	%
Net revenue per read			3.6	%			0.6	%

 

 

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