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 20, 2022

_______________________________________________

RadNet, Inc.

(Exact name of registrant as specified in its charter)

(310) 478-7808

(Registrant’s Telephone Number, Including Area Code)

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:

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

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 January 20, 2022, RadNet, Inc. consummated the acquisition of all of the outstanding equity interests of Aidence Holding B.V. (“Aidence”) and Quantib B.V. (“Quantib”), two unrelated Dutch companies developing software using deep learning artificial intelligence (“AI”) to assist radiologists with reading and interpreting scans.

Founded in 2015 and based in Amsterdam, Aidence develops software using deep learning AI to assist with interpreting chest CT images for lung nodule management in the setting of routine imaging and lung cancer screening. Founded in 2012 and based in Rotterdam, Quantib has multiple AI-based solutions with both CE mark and FDA 510(k) clearance, including Quantib Prostate to improve analysis of prostate MRI exams, and Quantib ND and Quantib Brain for analysis of brain MRI exams in the setting of neurodegeneration.

The aggregate consideration for the acquisition of Aidence, inclusive of the consideration for future milestones (valued at US$10,000,000) is approximately US$50,000,000. Included in the consideration is the issuance of an aggregate of 1,141,234 shares of RadNet, Inc. common stock to stakeholders of Aidence.

The aggregate consideration for the acquisition of Quantib, is approximately US$45,000,000. Included in the consideration is the issuance of an aggregate of 965,058 shares of RadNet, Inc. common stock to the stakeholders of Quantib.

In each transaction, the shares of RadNet, Inc. common stock were issued without registration on the basis of the exemptions provided by Regulation S and under Regulation D promulgated under the Securities Act of 1933, as amended. Each recipient of RadNet, Inc. common stock in each transaction was either a non-U.S. person that received the shares in an “offshore transaction” within the meaning of Regulation S, or was an “accredited investor” within the meaning of Rule 501 of Regulation D.

RadNet, Inc. issued a combined press release on January 24, 2022, related to the acquisitions. A copy of that press release is attached to this report as Exhibit 99.1.

(d) Exhibits

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.

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