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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 55 added, 41 removed, 121 unchanged (44% of the section changed)

2 unchanged sentences

Under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of December 31, 2023.

Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Limitations on Effectiveness of Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

8 unchanged sentences

Ernst & Young LLP, the Company’s independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2023, as stated in their report, which is included below in this Annual Report on Form 10-K.

Limitations on Effectiveness of Controls and Procedures

Our management does not expect that internal controls over financial reporting will prevent or detect all misstatements or incidences of fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

The design and implementation of a control system is limited by resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Los Angeles, California

March 1, 2023

February 29, 2024

Other Information.

During the fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

32 unchanged sentences

Description of Exhibit

3.1 Certificate of Incorporation of RadNet, Inc., a Delaware corporation (incorporated by reference to exhibit filed with Form 8-K on September 4, 2008).

3.2 Certificate of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008 (incorporated by reference to exhibit filed with Form 8-K on September 4, 2008).

3.3 Amended and Restated Bylaws of RadNet, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 of the Form 8-K filed on February 6, 2020) .

3.1 Certificate of Incorporation of RadNet, Inc., a Delaware corporation (incorporated by reference to E xhibit 3.1 filed with Form 8-K on September 4, 2008).

3.2 Certificate of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008 (incorporated by reference to E xhibit 3.2 filed with Form 8-K on September 4, 2008).

3.3 Amended and Restated Bylaws of RadNet, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 filed with Form 8-K on February 6, 2020) .

4.1 Description of Securities (incorporated by reference the Description of Common Stock contained in the registration statement on Form S-3ASR filed on December 27, 20 22).

10.1 Equity Incentive Plan, amended and restated as of April 15, 2021 (incorporated by reference to Exhibit 99.1 filed with Form S-8 on July 2, 2021).

10.2 Form of Incentive Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.3 filed with Form S-8 registration statement on July 2, 2021).

10.3 Form of Nonstatutory Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.3 filed with Form S-8 registration statement on July 2, 2021).

10.4 Form of Stock Award Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.4 filed with Form S-8 registration statement on July 2, 2021).

10.5 Form of Stock Units Agreement (deferred settlement) for the Equity Incentive Plan (incorporated by reference to Exhibit 99.5 filed with Form S-8 registration statement on July 2, 2021).

10.6 Nonqualified Deferred Compensation Plan, effective as of May 5, 2016 (incorporated by reference to exhibit filed with Form 8-K on May 9, 2016).

10.7 Form of Indemnification Agreement between the Company and each of its officers and directors (incorporated by reference to exhibit filed with Form 8-K on June 14, 2021).

10.8 Employment Agreement dated as of June 12, 1992 with Howard G.

(incorporated by reference to exhibit filed with an amendment to Form 8-K report for June 12, 1992;

refiled herewith ).*

10.1* Equity Incentive Plan, amended and restated as of April 27 , 202 3 (incorporated by reference to Exhibit 99.1 filed with Form S-8 re gistration statement on August 9, 2023 ).

10.2 Form of Incentive Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.

2 filed with Form S-8 registration statement on August 9, 2023 ).

10.3* Form of Nonstatutory Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.3 filed with Form S-8 registration statement on August 9, 2023 ).

10.4* Form of Stock Award Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.4 filed with Form S-8 registration statement on Aug ust 9, 2023 ).

10.5* Form of Stock Units Agreement (deferred settlement) for the Equity Incentive Plan (incorporated by reference to Exhibit 99.5 filed with Form S-8 registration statement on August 9 , 2023 ).

10.6* Nonqualified Deferred Compensation Plan, effective as of May 5, 2016 (incorporated by reference to Exh ibit 10.1 filed with Form 8-K on May 9, 2016).

10.7* Form of Indemnification Agreement between the Company and each of its officers and directors (incorporated by reference to E xhibit 10.1 filed with Form 8-K on June 14, 2021).

10.8* Employment Agreement dated as of April 20, 2023 with Howard G.

(incorporated by reference to E xhibit 10.1 filed with Form 8-K on April 26, 2023 ).

10.9* Amendment to Employment Agreement dated January 1, 2024 with Howard G.

(incorporated by reference to exhibit filed with Form 10-Q for the quarter ended January 31, 2004).*

10.10 Second Amendment to Employment Agreement dated November 16, 2015 with Howard G.

(incorporated by reference to exhibit filed with Form 10-K on March 15, 2016 ).*

(filed herewith).

10.10* Employment Agreement dated September 1, 2022 with Mark D.

Stolper (incorporated by reference to Exhibit 10.1 filed with the Form 8-K on September 2, 2022).*

Stolper (incorporated by reference to Exhibit 10.1 filed with Form 8-K on September 2, 2022).

10.11* Amendment to Employment Agreement dated January 1, 2024 with Mark D.

Stolper (filed herewith).

10.12* Employment Agreement dated September 1, 2022 with Stephen M.

Forthuber (incorporated by reference to Exhibit 10.2 filed with the Form 8-K on September 2, 2022).*

Forthuber (incorporated by reference to Exhibit 10.2 filed with Form 8-K on September 2, 2022).

10.13* Amendment to Employment Agreement dated January 1, 2024 with Stephen M.

Forthuber (filed herewith).

10.14* Employment Agreement dated September 1, 2022 with Norman R.

Hames (incorporated by reference to Exhibit 10.3 filed with the Form 8-K on September 2, 2022).*

10.14 Employment Agreement dated September 1, 2022 with Mital Patel (incorporated by reference to Exhibit 10.4 filed with the Form 8-K on September 2, 2022).*

Hames (incorporated by reference to Exhibit 10.3 filed with Form 8-K on September 2, 2022).

10.15* Amendment to Employment Agreement dated January 1, 2024 with Norman R.

Hames (filed herewith).

10.16* Employment Agreement dated September 1, 2022 with Mital Patel (incorporated by reference to Exhibit 10.4 filed with Form 8-K on September 2, 2022).

10.17* Amendment to Employment Agreement dated January 1, 2024 with Mital Patel (filed herewith).

10.18* Employment Agreement dated September 1, 2022 with David J.

Katz ( incorporated by reference to Exhibit 10.15 filed with Form 10-K on March 1, 2023 ).

10.19* Amendment to Employment Agreement dated January 1, 2024 with David J.

Katz (filed herewith).

10.16 Amended and Restated Severance Agreement dated January 26, 2022 with Ruth Wilson.*

10.20* Employment Agreement dated June 1, 2020 with Gregory Sorensen (incorporated by reference to Exhibit 10.1 filed with Form 8-K on August 9, 2023).

10.21* Amended and Restated Severance Agreement dated February 24, 2022 with Christine Gordon .

1 unchanged sentence

and Beverly Radiology Medical Group III dated January 1, 2004 (incorporated by reference to exhibit filed with Form 10-K for the year ended October 31, 2003).

10.19 Second Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 23, 2021, by and among RadNet Management, Inc., a California corporation, RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of RadNet Management, Inc., as Guarantors, the Lenders and other financial institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (incorporated by reference to exhibit filed with Form 8-K on April 26, 2021).

10.23 Second Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 23, 2021, by and among RadNet Management, Inc., a California corporation, RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of RadNet Management, Inc., as Guarantors, the Lenders and other financial institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (incorporated by reference to E xhibit 10.1 filed with Form 8-K on April 26, 2021).

10.24 F irst Amendment to Second Amended and Restated Fir st Lien Credit and Guar anty Agreement dated March 2 7 , 2023 (incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 4, 2023) .

21.1 List of Subsidiaries.

5 unchanged sentences

32.2** CFO Certification pursuant to Section 906.

97.1* RadNet, Inc.

Policy on Recovery of Erroneously Awarded Compensation adopted November 8, 2023 (filed herewith).

101.INS XBRL Instance Document

8 unchanged sentences

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

March 1, 2023 /s/ HOWARD G.

February 29, 2024 /s/ HOWARD G.

BERGER, M.D .

6 unchanged sentences

By /s/ HOWARD G.

Berger, M.D., Director, Chief Executive Officer and President

March 1, 2023

Berger, M.D., Director, Chief Executive Officer and President (Principal Executive Officer)

February 29, 2024

By /s/ GREGORY E.

Spurlock, Director

March 1, 2023

By /s/ RUTH VILLIGER-WILSON

Ruth Villiger-Wilson, Director

March 1, 2023

February 29, 2024

By /s/ ALMA GREGORY SORENSEN

Alma Gregory Sorensen, Director

February 29, 2024

By /s/ DAVID L.

Swartz, Director

March 1, 2023

February 29, 2024

By /s/ LAWRENCE L.

Levitt, Director

March 1, 2023

February 29, 2024

By /s/ LAURA P.

Jacobs, Director

March 1, 2023

February 29, 2024

By /s/ CHRISTINE GORDON

Christine Gordon, Director

March 1, 2022

February 29, 2024

By /s/ MARK D.

Stolper, Chief Financial Officer (Principal Accounting Officer)

March 1, 2023

February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures