28 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: 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.
+Added: 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, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
Los Angeles, California
−Removed: February 29, 2024
+Added: March 3, 2025
Other Information.
1 unchanged sentence
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not Applicable.
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item 10 will be included under the captions “Directors,” “Executive Officers,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year (the “Proxy Statement”) and is incorporated herein by reference.
+Added: The information required by this Item 10 will be included under the captions “Directors,” “Executive Officers,” “Corporate Governance,” “Insider Trading Policy,” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year (the “Proxy Statement”) and is incorporated herein by reference.
We have adopted a code of financial ethics applicable to our directors, officers and employees which is designed to deter wrongdoing and to promote:
29 unchanged sentences
Description of Exhibit
−Removed: 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).
−Removed: 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).
+Added: 3.1 Certificate of Incorporation of RadNet, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 filed with Form 8-K on September 4, 2008).
+Added: 3.2 Certificate of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008 (incorporated by reference to Exhibit 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).
−Removed: 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 ).
−Removed: 10.2 Form of Incentive Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.
−Removed: 2 filed with Form S-8 registration statement on August 9, 2023 ).
+Added: 10.1* Equity Incentive Plan, amended and restated as of April 27, 2023 (incorporated by reference to Exhibit 99.1 filed with Form S-8 registration statement on August 9, 2023).
+Added: 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).
−Removed: 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 ).
+Added: 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 August 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).
−Removed: 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).
−Removed: 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).
+Added: 10.6* Nonqualified Deferred Compensation Plan, effective as of May 5, 2016 (incorporated by reference to Exhibit 10.1 filed with Form 8-K on May 9, 2016).
+Added: 10.7* Form of Indemnification Agreement between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.1 filed with Form 8-K on June 14, 2021).
10.8* Employment Agreement dated as of April 20, 2023 with Howard G.
−Removed: (incorporated by reference to E xhibit 10.1 filed with Form 8-K on April 26, 2023 ).
+Added: (incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 26, 2023 ).
10.9* Amendment to Employment Agreement dated January 1, 2024 with Howard G.
−Removed: (filed herewith).
+Added: (incorporated by reference to Exhibit 10.9 filed with Form 10-K on February 29, 2024) .
10.10* Employment Agreement dated September 1, 2022 with Mark D.
1 unchanged sentence
10.11* Amendment to Employment Agreement dated January 1, 2024 with Mark D.
−Removed: Stolper (filed herewith).
+Added: Stolper (incorporated by reference to Exhibit 10.1 1 filed with Form 10-K on February 29 , 202 4 ).
10.12* Employment Agreement dated September 1, 2022 with Stephen M.
1 unchanged sentence
10.13* Amendment to Employment Agreement dated January 1, 2024 with Stephen M.
−Removed: Forthuber (filed herewith).
+Added: Forthuber (incorporated by reference to Exhibit 10.1 3 filed with Form 10-K on February 29, 2024).
10.14* Employment Agreement dated September 1, 2022 with Norman R.
1 unchanged sentence
10.15* Amendment to Employment Agreement dated January 1, 2024 with Norman R.
−Removed: Hames (filed herewith).
+Added: Hames (incorporated by reference to Exhibit 10.1 5 filed with Form 10-K on February 29, 2024).
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).
−Removed: 10.17* Amendment to Employment Agreement dated January 1, 2024 with Mital Patel (filed herewith).
+Added: 10.17* Amendment to Employment Agreement dated January 1, 2024 with Mital Patel (incorporated by reference to Exhibit 10.1 7 filed with Form 10-K on February 29, 2024).
10.18* Employment Agreement dated September 1, 2022 with David J.
1 unchanged sentence
10.19* Amendment to Employment Agreement dated January 1, 2024 with David J.
−Removed: Katz (filed herewith).
+Added: Katz (incorporated by reference to Exhibit 10.1 9 filed with Form 10-K on February 29, 2024).
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).
−Removed: 10.21* Amended and Restated Severance Agreement dated February 24, 2022 with Christine Gordon .
+Added: 10.21* Employment Agreement, dated September 11, 2024, between Aidence B.V.
+Added: and Cornelis Wesdorp (incorporated by refere nce to Exhibit 10.1 filed with Form 8 -K on September 12, 202 4 ) .
10.22 Amended and Restated Management and Service Agreement between Radnet Management, Inc.
−Removed: 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).
−Removed: 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).
−Removed: 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) .
+Added: and Beverly Radiology Medical Group III dated January 1, 2004 (incorporated by reference to E xhibit 10.16 filed with Form 10-K for the year ended October 31, 2003).
+Added: 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 Exhibit 10.1 filed with Form 8-K on April 26, 2021).
+Added: 10.24 First Amendment to Second Amended and Restated First Lien Credit and Guaranty Agreement dated March 27, 2023 (incorporated by reference to Exhibit 10.1 filed with Form 8-K on April 4, 2023) .
+Added: 10.25 Third Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 18, 2024, 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 10.1 filed with Form 8-K on April 18, 2024).
+Added: 10.26 Amendment No.
+Added: 1 to Credit and Guaranty Agreement, dated as of November 26, 2024, by and among Rad N et Management, Inc., a California corporation, RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of Rad N et 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 ref erence to Exhibit 10.1 filed with Form 8-K on November 26, 2024) .
21.1 List of Subsidiaries.
6 unchanged sentences
97.1* RadNet, Inc.
−Removed: Policy on Recovery of Erroneously Awarded Compensation adopted November 8, 2023 (filed herewith).
+Added: Policy on Recovery of Erroneously Awarded Compensation adopted November 8, 2023 (incorporated by reference to Exhibit 97 .1 filed with Form 10-K on February 29, 2024).
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.
−Removed: February 29, 2024 /s/ HOWARD G.
+Added: March 3, 2025 /s/ HOWARD G.
BERGER, M.D .
7 unchanged sentences
Berger, M.D., Director, Chief Executive Officer and President (Principal Executive Officer)
−Removed: February 29, 2024
+Added: March 3, 2025
By /s/ GREGORY E.
Spurlock, Director
−Removed: February 29, 2024
+Added: March 3, 2025
By /s/ ALMA GREGORY SORENSEN
Alma Gregory Sorensen, Director
−Removed: February 29, 2024
+Added: March 3, 2025
By /s/ DAVID L.
Swartz, Director
−Removed: February 29, 2024
+Added: March 3, 2025
By /s/ LAWRENCE L.
Levitt, Director
−Removed: February 29, 2024
+Added: March 3, 2025
By /s/ LAURA P.
Jacobs, Director
−Removed: February 29, 2024
−Removed: By /s/ CHRISTINE GORDON
−Removed: Christine Gordon, Director
−Removed: February 29, 2024
+Added: March 3, 2025
By /s/ MARK D.
Stolper, Chief Financial Officer (Principal Accounting Officer)
−Removed: February 29, 2024
+Added: March 3, 2025
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.