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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 4, 2025
RadNet, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33307 | 13-3326724 | ||
| (State or other jurisdiction 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 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, $0.0001 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. ☐
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Item 8.01. Other Events.
On December 4, 2025, RadNet, Inc. (the “Company”) filed a shelf registration statement on Form S-3 (File No. 333-291945) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) in order to maintain an effective shelf registration statement.
On December 4, 2025, the Company also filed with the SEC a prospectus supplement dated December 4, 2025 to the Registration Statement. The prospectus supplement (the “Resale Prospectus Supplement”) was filed to register for resale from time to time by the selling stockholders referenced in the prospectus supplement of up to 73,567 shares of the Company’s common stock, par value $0.0001 per share (the “Resale Shares”). Any such resales will be made under the Registration Statement and the Resale Prospectus Supplement. The Resale Prospectus Supplement supersedes the prospectus supplement and the accompanying prospectus previously filed by the Company with respect to the Resale Shares and relating to the Company’s prior shelf registration statement.
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. |
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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: December 4, 2025 | RADNET, INC. | ||
| By: | /s/ Mark Stolper | ||
| Mark Stolper | |||
| Chief Financial Officer | |||
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Exhibit 5.1
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Reed Smith LLP 1221 McKinney Street +1 713 469 3800 Fax +1 713 469 3899 reedsmith.com |
December 4, 2025
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 December 4, 2025 (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 and declared effective 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 of up to 73,567 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 42,922 of 56,472 shares of Common Stock (the “Initial Shares”) originally issued to the RDIP Sellers (as defined below) on October 1, 2025, that have not been resold by the RDIP Sellers, pursuant to the terms of the Asset Purchase Agreement, dated as of October 1, 2025 (the “RDIP APA”), among the Company, its wholly-owned subsidiary, Radnet Management, Inc., a Delaware corporation, Remote Diagnostic Imaging Partners, LLC, a Delaware limited liability company (“RDIP”), and the members of RDIP set forth therein (the “RDIP Sellers”) in connection with the closing of the transaction contemplated thereby, (ii) up to 2,972 shares of Common Stock (the “Holdback Shares”) issued to the RDIP Sellers, and potentially releasable to the RDIP Sellers, that have been and will be withheld by the Company for 12 months following the Closing Date (as defined in the RDIP APA) to secure RDIP’s indemnification obligations pursuant to the RDIP APA, and (iii) 27,673 shares to be issued to the See-Mode Sellers (as defined below) on December 4, 2025 (the “See-Mode Shares”), pursuant to the Share Purchase Agreement, dated June 2, 2025, by and among certain sellers set forth in Schedule 1 therein (the “See-Mode Sellers”) and the Company’s wholly-owned subsidiary, DH AI International Holdings, B.V., a company incorporated in the Netherlands (the “See-Mode 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 (i) the Initial Shares and the Holdback Shares have been validly issued and are fully paid and non-assessable, and (ii) the See-Mode Shares, have been duly authorized for issuance, and when issued and delivered by the Company pursuant to See-Mode 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