ZYNEX, INC._January 14, 2026
0000846475false00008464752026-01-142026-01-14

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): January 14, 2026

ZYNEX, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-38804

90-0275169

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

9655 Maroon Circle, Englewood, CO
(Address of principal executive offices)

80112
(Zip Code)

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.001 par value per share

ZYXI

The Nasdaq Stock Market LLC*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

Item 1.01.

Entry into a Material Definitive Agreement.

As previously reported, beginning on December 15, 2025 (the “Petition Date”), Zynex, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Company Subsidiary Parties” and together with the Company, the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). The Chapter 11 Cases are being jointly administered under the caption In re Zynex, Inc., et al., Case No. 25-90810.

As previously reported, on December 17, 2025, following receipt of interim approval from the Court (the “DIP Order”), the Company entered into a $22.3 million delayed draw senior secured debtor-in-possession term loan available in three draws of $10.15 million on initial draw, $5.0 million on the second draw, and $7.15 million on the third draw (the “DIP Facility”) on the terms and conditions set forth in the DIP Facility credit agreement (the “DIP Credit Agreement”) between the Company Parties, the DIP Lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Collateral Agent”). On January 14, 2026, the Company entered into the first amendment to the DIP Credit Agreement (the “Amendment”), by and among the Company Parties, certain DIP Lenders and the Collateral Agent to extend certain milestones related to entrance of the final DIP Order, the bidding procedures order and the order granting approval of certain compensation plans.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 1.03

Bankruptcy or Receivership.

On January 14, 2026, the Company Parties filed with the Court the Combined Disclosure Statement and Joint Plan of Reorganization of Zynex, Inc. and its Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code (as amended, supplemented, or otherwise modified from time to time, the “Disclosure Statement,” “Plan and Disclosure Statement,” or “Plan,” as applicable) [Docket No. 175], as contemplated by the Restructuring Support Agreement, dated December 15, 2025, among the Company Parties and certain consenting creditors (the “RSA”) (the “Restructuring Transactions”). The Plan is consistent with the terms of the RSA and provides for, among other things,  the consummation of an equity transaction with a “Plan Sponsor,” to be determined in connection with a parallel Sale Process (as defined in the Plan) and for Excess Sale Proceeds (as defined in the Plan), if any, to be distributed in accordance with the Plan.

Additional information about the Chapter 11 Cases is available at https://dm.epiq11.com/Zynex. For a copy of the Plan and Disclosure Statement filed with the Court and other documents related to court supervised process, please visit https://dm.epiq11.com/Zynex.

The information regarding the Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.03 by reference.

Item 2.03.

Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Cautionary Note Regarding the Chapter 11 Cases

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

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about our plans, strategies,

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

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.

  ​ ​ ​

Description

10.1

First Amendment to Senior Secured Debtor-In-Possession Credit Agreement, dated as of January 14, 2026, among Zynex, Inc., the guarantors party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent.

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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: January 15, 2026

ZYNEX, INC.

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT

FIRST AMENDMENT TO SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of January 14, 2026 (this “First Amendment”), among ZYNEX, INC., a Nevada corporation (“Borrower”), the Guarantors party hereto, the Lenders party hereto and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as Administrative Agent (the “Agent”).

WHEREAS, Borrower, the Guarantors, the Lenders and Agent entered into the Senior Secured Debtor-In-Possession Credit Agreement, dated as of December 17, 2025 (as amended, restated other otherwise modified prior to the date hereof, the “Existing Credit Agreement”); and

WHEREAS, Borrower has requested that the Lenders and Agent agree to extend certain of the Milestones set forth in Section 6.18 of the Existing Credit Agreement;

WHEREAS, the Lenders constituting the Required DIP Lenders and Agent have agreed to extend certain of the Milestones set forth in Section 6.18 of the Existing Credit Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1Definitions. Unless otherwise defined herein, capitalized terms used herein but not defined herein shall have the respective meanings given thereto in the Existing Credit Agreement as amended by this First Amendment (the Existing Credit Agreement, as amended by this First Amendment being, the “Amended Credit Agreement”).

ARTICLE II.

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Section 2.1Amendments to the Existing Credit Agreement. Each of the parties hereto agrees that, effective as of the First Amendment Effective Date (as defined herein), Section 6.18(d) of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“(d) No later than thirty-eight (38) days following the Petition Date, the Bankruptcy Court shall have entered: (i) the Final Order; (ii) the Bidding Procedures Order; and (iii) the order granting the motion seeking approval of the Debtors’ proposed KEIP and KERP, each in form and substance acceptable to the Required DIP Lenders in their sole and absolute discretion;”

ARTICLE III.

CONDITIONS PRECEDENT TO FIRST AMENDMENT

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Section 3.1Conditions Precedent. The effectiveness of Article 2 above shall be subject to receipt by the Agent of this First Amendment, duly executed by the applicable parties hereto (such date being, the “First Amendment Effective Date”).

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.1The Borrower and each Guarantor represents and warrants, on and as of First Amendment Effective Date, as follows:

(a)The execution, delivery, and performance by such Loan Party of this First Amendment have been duly authorized by all necessary action on the part of such Loan Party;

(b)The execution, delivery, and performance by such Loan Party of this First Amendment do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Organizational Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any other instrument binding upon any Loan Party or its property, or give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens.

(c)No consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for the execution, delivery, or performance of this First Amendment by such Loan Party; and

(d)This Amendment has been duly executed and delivered by each Loan Party that is a party hereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

ARTICLE V.

MISCELLANEOUS

Section 5.1Effect of Amendment.  Except as expressly set forth herein, this First Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  As of the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Loan Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Existing Credit Agreement as amended hereby, and this First Amendment and the Existing Credit

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Agreement shall be read together and construed as a single instrument.  This First Amendment shall constitute a Loan Document.  The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement pursuant to this First Amendment and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the First Amendment Effective Date.

Section 5.2Acknowledgment and Reaffirmation. This First Amendment and the performance or consummation of any transaction that may be contemplated under this First Amendment shall not limit, restrict, extinguish or otherwise impair the Borrower’s or Guarantors’ liabilities and obligations to Agent and/or Lenders under the Loan Documents and the Borrower and each Guarantor hereby (i) expressly acknowledges the terms of the Existing Credit Agreement as amended hereby, (ii) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Loan Documents, with all such Liens continuing in full force and effect after giving effect to this First Amendment and (iii) after giving effect to this First Amendment, acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect.  Each of the Guarantors acknowledges and agrees that (x) the guaranty to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (y) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

Section 5.3Amendment; Waiver. No amendment, waiver, consent or modification of any provision of this First Amendment shall be effective except in accordance with Section 11.02 of the Amended Credit Agreement.

Section 5.4Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns in accordance with Section 11.04 of the Amended Credit Agreement.

Section 5.5Captions. Section captions have been included in this First Amendment for convenience of reference only and should not be relied upon or used in interpreting the meaning or intent of any provision hereof.

Section 5.6Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this First Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 5.7GOVERNING LAW; WAIVER OF JURY TRIAL. Sections 11.09 and 11.10 of the Existing Credit Agreement is hereby incorporated by reference, mutatis mutandis.

Section 5.8Release of Claims.  Each Loan Party hereby absolutely and unconditionally releases and forever discharges, the Agent, the Collateral Agent and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, Affiliates,

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insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, employees and attorneys of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, in each case, related to the Loan Documents (including without limitation, the administration thereof), the Loans and/or any other Obligations, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time through and including the date of this First Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

Section 5.9Direction to Agent.  The Lenders party hereto, constituting the Required DIP Lenders party to the Existing Credit Agreement as of the date hereof, hereby direct the Agent to execute and deliver this First Amendment.  The Borrower, the Guarantors and the Lenders party hereto expressly agree and confirm that the Agent’s right to indemnification, as set forth in Section 10.09 of the Amended Credit Agreement shall apply with respect to any and all losses, claims, liabilities costs and expenses that the Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Agent in connection with this First Amendment and the other Loan Documents. The Borrower and each Guarantor hereby agrees to pay all expenses incurred in connection with the preparation, negotiation and execution of this First Amendment in accordance with Section 11.03 of the Amended Credit Agreement.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written.

ZYNEX, INC., as Borrower

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

ZYNEX MONITORING SOLUTIONS, INC., as a Guarantor

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

ZYNEX NEURODIAGNOSTICS, INC., as a Guarantor

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

ZYNEX MEDICAL, INC., as a Guarantor

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

PHARMAZY, INC., as a Guarantor

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

[Signature Page to First Amendment to DIP Credit Agreement]


KESTREL LABS, INC., as a Guarantor

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

ZYNEX MANAGEMENT LLC, as a Guarantor

By:

/s/ Vikram Bajaj

Name:

Vikram Bajaj

Title:

Chief Financial Officer

[Signature Page to First Amendment to DIP Credit Agreement]


AGENT:

WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent

By:

/s/ Raye Goldsborough

Name:

Raye Goldsborough

Title:

Vice President

[Signature Page to First Amendment to DIP Credit Agreement]


LENDERS:

[Lender Signature Pages on file with the Administrative Agent]

[Signature Page to First Amendment to DIP Credit Agreement]