8-K
RadNet, Inc. (RDNT)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January30, 2026
RadNet,
Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33307 | 13-3326724 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1510 Cotner Avenue | ||
| --- | --- | |
| Los Angeles, California | 90025 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(310) 478-7808
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value | RDNT | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On January 30, 2026, RadNet, Inc. (the “Company”) filed with the Securities and Exchange Commission, a prospectus supplement dated January 30, 2026 (the “Prospectus Supplement”) to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-291945). The Prospectus Supplement was filed to register for resale from time to time of up to 190,924 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) by the Cimar Sellers (as defined below) as the selling stockholders referenced in the Prospectus Supplement. The Shares are to be issued to the Cimar Sellers or their respective designees as the non-cash portion of the consideration for the Company’s acquisition of all shares in Cimar (UK) Limited (“Cimar”) on November 10, 2025 pursuant to that certain Share Purchase Agreement, dated November 10, 2025, by and among the sellers set forth on Schedule 1 thereto (the “Cimar Sellers”) and DH AI International Holdings, B.V., a wholly-owned subsidiary of the Company incorporated in the Netherlands.
In connection with the Prospectus Supplement, the Company is filing the opinion of its counsel, Reed Smith LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Reed Smith LLP. |
| 23.1 | Consent of Reed Smith LLP (included in Exhibit 5.1). |
| 104 | Cover Page Interactive Date File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 30, 2026 | RADNET, INC. | |
|---|---|---|
| By: | /s/ Mark Stolper | |
| Mark Stolper | ||
| Chief Financial Officer |
| 3 |
| --- |
Exhibit 5.1
| Reed Smith LLP<br><br> <br>1221 McKinney<br> Street<br><br> Suite 2100<br><br> Houston, TX 77010<br><br> <br>+1 713 469 3800<br><br> <br>Fax +1 713 469<br> 3899<br><br> <br>reedsmith.com |
|---|
January 30, 2026
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California 90025
Ladies and Gentlemen:
We have acted as counsel to RadNet, Inc., a Delaware corporation (the “Company”), in connection with the filing of the Prospectus Supplement, dated January 30, 2026 (the “Prospectus Supplement”), to the Registration Statement on Form S-3 (File No. 333-291945) filed with the Securities and Exchange Commission (the “Commission”) on December 4, 2025 under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement relates to the registration for the offer and resale by the selling stockholders named in the Prospectus Supplement (the “Selling Stockholders”) of up to 190,924 shares of the Company’s common stock, par value $0.0001 per share, to be issued to the Selling Stockholders or their respective designees (the “Shares”), pursuant to the Share Purchase Agreement, dated November 10, 2025, by and among the Selling Stockholders, which are listed in Schedule 1 therein, and the Company’s wholly-owned subsidiary, DH AI International Holdings, B.V., a company incorporated in the Netherlands (the “SPA”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and public officials.
This opinion is based solely on the General Corporation Law of the State of Delaware (including all related provisions of the Delaware Constitution and all reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution).
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance, and when issued and delivered by the Company pursuant to SPA, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K and to the reference to this firm in the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Reed Smith LLP
Reed Smith LLP