Table of Contents
SUBJECT TO COMPLETION, DATED MARCH , 2024
Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-269025
The information in this preliminary prospectus
supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has
been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus
are not an offer to sell these securities and are not soliciting offers to buy these securities in any jurisdiction where the offer or
sale is not permitted.
PROSPECTUS SUPPLEMENT
(to Prospectus dated December 27, 2022)
$200,000,000
COMMON STOCK
We are offering shares
of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “RDNT.” On March , 2024, the
last reported sale price of our common stock on The Nasdaq Global Market was $ per share.
Investing in our common stock involves a high
degree of risk. Please read “Risk Factors” beginning on page S-5 of this prospectus supplement, on page 5 of the accompanying
prospectus and the documents incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
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Per Share |
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Total |
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Public Offering Price |
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$ |
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$ |
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Underwriting Discounts and Commissions(1) |
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$ |
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$ |
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Proceeds to Us Before Expenses |
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$ |
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$ |
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(1) |
See “Underwriting” for a description of the compensation payable to the underwriters. |
Delivery of the shares of common stock is expected
to be made on or about , 2024. We have
granted the underwriters an option for a period of 30 days to purchase an additional shares
of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will
be $ , and the total proceeds to us, before
expenses, will be $ .
Joint Book-Running Managers
Prospectus Supplement dated March ,
2024.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
On December 27, 2022, we filed with the Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-3 (File No. 333-269025) using a shelf registration
process relating to certain securities, including the securities described in this prospectus supplement. The registration statement became
effective automatically upon filing.
This prospectus supplement and the accompanying
prospectus dated December 27, 2022 are part of a registration statement that we filed with the SEC utilizing a “shelf” registration
process. This prospectus supplement and the accompanying prospectus relate to the offer by us of shares of our common stock to certain
investors. We are providing information to you about this offering of shares of our common stock in two separate documents that are bound
together: (1) this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying
prospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,”
we are referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying prospectus,
you should rely on this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in
another document having a later date—for example, a document incorporated by reference in this prospectus supplement or the accompanying
prospectus—the statement in the document having the later date modifies or supersedes the earlier statement as our business, financial
condition, results of operations and prospects may have changed since the earlier dates.
You should read this
prospectus supplement, the accompanying prospectus, the documents and information incorporated by reference in this prospectus supplement
and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering when
making your investment decision. You should also read and consider the information in the documents we have referred you to under the
headings “Where You Can Find More Information; Incorporation by Reference.”
You should rely only
on information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus and any free
writing prospectus that we authorize. We and the underwriters have not authorized anyone to provide you with information that is different.
We are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus supplement, the accompanying prospectus, the documents and information incorporated by reference
in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection
with this offering are accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement or
of any sale of our common stock.
As used in this prospectus supplement, the
terms “RadNet,” “we,” “us” and “our” refer to RadNet, Inc., a Delaware corporation, and,
where appropriate, our consolidated subsidiaries.
PROSPECTUS SUPPLEMENT
SUMMARY
The items in the following summary are described
in more detail later in this prospectus supplement and in the accompanying prospectus. This summary provides an overview of selected information
and does not contain all the information you should consider before investing in our common stock. Therefore, you should read the entire
prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with
this offering carefully, including the “Risk Factors” section, and other documents or information included or incorporated
by reference in this prospectus supplement and the accompanying prospectus before making any investment decision.
Overview
We are a national provider of diagnostic imaging
services in the United States. Our imaging centers and services provide physicians with imaging capabilities to facilitate the diagnosis
and treatment of diseases and disorders and may reduce unnecessary invasive procedures, often reducing the cost and amount of care for
patients.
At December 31, 2023, we operated directly
or indirectly through joint ventures with hospitals, 366 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey,
and New York. Our business strategy has been to concentrate our imaging facilities in regional networks in major population centers and
establish market leadership. We believe that our geographic concentration provides both market and operational efficiencies. At December
31, 2023, we had over 750 radiologists including subspecialists in our contracted radiology groups and had more than 9,000 employees.
Integral to the imaging center business is our
software arm headed by eRAD, Inc., which sells computerized systems that distribute, display, store and retrieve digital images. eRAD,
Inc. sells its solutions to the industry generally. eRAD, Inc.’s solutions are used in our company owned centers, as well as joint
venture centers we manage.
Imaging Capabilities
Our
services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography,
ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality
imaging services, a key point of differentiation from our competitors. The multi-modality offering provides a “one-stop”
solution for our customers and referral sources. It also diversifies our revenue base, and reduces our exposure to changes in reimbursement
rates for certain imaging modalities.
(1) Percentages
may not add to 100% due to rounding.
Imaging Centers
The following table shows our centers in operation
and revenues for the year ended December 31, 2023 and December 31, 2022:
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Year Ended
December 31, | |
| |
2023 | | |
2022 | |
Centers in operation | |
| 366 | | |
| 357 | |
Net revenues (millions) | |
$ | 1,617 | | |
$ | 1,430 | |
At December 31, 2023, 36% of our centers were
operating as joint ventures with large health care providers. We have 24 joint ventures with hospital and health system partners. Notable
joint venture relationships include MemorialCare (25 centers), RWJ Barnabas (33 Centers), Cedars Sinai (15 centers), Dignity Health (25
centers), and MedStar Health System (5 centers). We manage the day to day operations for these joint ventures and perform most management
services in exchange for a management fee.
Revenue Sources
Our revenue is derived from a diverse mix of payors,
including private, managed care capitated and government payors. We believe our payor diversity mitigates our exposure to possible unfavorable
reimbursement trends within any one payor class. Our total service fee revenue, net of contractual allowances and discounts, and implicit
price concessions for the years ended December 31, 2023 and 2022 is summarized in the following table (in thousands):
| |
Year Ended December 31, | |
| |
2023 | | |
2022 | |
Commercial insurance | |
$ | 897,948 | | |
$ | 785,128 | |
Medicare | |
| 363,863 | | |
| 311,124 | |
Medicaid | |
| 43,175 | | |
| 38,279 | |
Workers' compensation/personal injury | |
| 47,364 | | |
| 51,339 | |
Other patient revenue | |
| 42,249 | | |
| 31,849 | |
Management fee revenue | |
| 17,936 | | |
| 22,235 | |
Software and teleradiology | |
| 18,082 | | |
| 14,238 | |
Other | |
| 20,111 | | |
| 19,428 | |
Revenue under capitation arrangements | |
| 153,433 | | |
| 152,045 | |
Imaging Center Segment Revenue | |
| 1,604,161 | | |
| 1,425,665 | |
AI Segment Revenue | |
| 12,469 | | |
| 4,396 | |
Total service revenue | |
$ | 1,616,630 | | |
$ | 1,430,061 | |
In our revenue under capitation arrangements,
the payor pays a pre-determined amount per-member per-month in exchange for the radiology group providing all necessary covered services
to the managed care members included in the agreement. We started our first capitation arrangement in 2018 with Emblem/AdvantageCare covering
over 100,000 lives. As of December 31, 2023 we are working with 30+ capitated medical groups with an aggregate of over 1.8 million lives
under management.
Capitation arrangements pass much of the financial
risk of providing outpatient diagnostic imaging services, including the risk of over-use, from the payor to the radiology group and, as
a result of our management agreement with the radiology group, to us. We believe that through our comprehensive utilization management
(UM ) program, we have become highly skilled at assessing and moderating the risks associated with the capitation agreements, so that
these agreements are profitable for us. We have experienced a high renewal rate on our capitation arrangements; on average, our capitation
arrangements are over 15 years old. We have historically increased rates on our capitation arrangements from 1 to 3% annually.
Artificial Intelligence and Digital Health
We have also established a Digital Health business
segment for our 2024 fiscal year, which combines our former Artificial Intelligence (“AI”) business segment with our eRAD,
Inc. business. This business develops and deploys AI suites to enhance radiologist interpretations of breast, lung and prostate images.
The division is led by our wholly-owned subsidiary, DeepHealth, Inc., and includes our acquisitions of Aidence Holding B.V. and Quantib
B.V., both based in the Netherlands. Our current AI focus is to develop solutions that employ machine learning to assist radiologists
and other clinicians in interpreting images and improving radiologist efficiency and patient care, initially in the fields of screening
for breast, prostate, lung and colon cancers.
Our DeepHealth, Inc. subsidiary has received FDA
clearance for use of its SaigeQ ”triage”/workflow product, SaigeDX advanced diagnostic product and Saige-Density breast density
assessment software for screening breast mammography. Our Aidence subsidiary is focused on developing solutions for interpretation of
chest and lung CT scans for lung cancer screening. It has received the CE mark for its solution and has existing customers in seven European
countries, with its largest concentration in the United Kingdom, and plans to submit an application for FDA clearance to sell in the United
States. Our Quantib subsidiary is primarily focused on interpretation of prostate MRI for widespread prostate cancer screening. Quantib’s
prostate MRI post-processing software has both FDA clearances and European CE marking. Quantib also has developed products for brain MRI
screening. In addition, in 2023, we launched DeepHealth OS, a cloud-native operating system powered by clinical AI.
We expect that our investment in AI will drive
future revenue increases as well as cost reductions. As of December 31, 2023, payments to radiologists represented approximately 20% of
global net revenues.
Opportunity for
Growth
The U.S. imaging market
is estimated to be $100 billion annually. The imaging market is continuing to grow based on a number of factors including:
| • | An aging population – 65-year-old demographic is expected to increase significantly |
| • | Growing population – particularly in California, our largest market |
| • | Technology advances – expanding cost-effective applications for diagnostic imaging |
| • | Wider physician and payor acceptance for imaging services |
| • | Greater consumer and physician awareness of and demand for earlier intervention and preventive diagnostic
screening |
Based on industry information, we believe that
there are over 6,000 imaging centers in the United States and the market remains competitive with a number of smaller operators. We have
grown through organic growth as well as strategic transactions. From 2019 to 2023, we completed over $350 million imaging center acquisitions.
Over the past 15 years, we have established a
proven track record for growth. The below table shows procedures performed annually, with the figures for 2020 adjusted to reflect the
impact of COVID on operations.
For the three months ended December 31, 2023,
the aggregate number of procedures performed was up 7.9% over the same period in 2022. Same center procedure volumes, which includes only
those centers that were in operation throughout both periods, increased by 5.5% for the three months ended December 31, 2023, compared
to the same period in 2022.
We expect to complete an acquisition of a platform
of seven imaging centers in Houston, Texas in the second quarter of 2024. In addition, we currently have 12 de novo facilities in various
stages of development and construction in our current markets, which we expect to open throughout 2024.
Corporate Information
We are incorporated in the State of Delaware and
have been in business since 1985. Our principal executive offices are located at 1510 Cotner Avenue, Los Angeles, California 90025 and
our telephone number at that address is (310) 478-7808. The information on, or accessible through, our website is not part of, and is
not incorporated into, this prospectus supplement or the accompanying prospectus and should not be considered part of this prospectus
supplement or the accompanying prospectus.
THE OFFERING
Common stock offered by us |
shares |
Common stock to be outstanding after this offering |
shares (or shares if the underwriters exercise in full their option to purchase additional shares) |
Option to purchase additional shares |
We have granted the underwriters an option to purchase up to an additional shares of our common stock. This option is exercisable, in whole or in part, for a period of 30 days from the date of this prospectus supplement. |
Use of proceeds |
We currently intend to use the net proceeds from this offering for
general corporate purposes. We may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies;
however, except for our previously announced acquisition in Houston, we do not have agreements or commitments to enter into any such acquisitions
at this time. See “Use of Proceeds.” |
Risk factors |
You should read the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to invest in our common stock. |
Nasdaq Global Market symbol |
“RDNT” |
The number of shares of common stock to be outstanding
after this offering is based on 67,956,318 shares of our common stock outstanding as of December 31, 2023, including 762,083 shares
of restricted common stock which are subject to forfeiture or our right of repurchase as of such date. The number of shares outstanding
as of December 31, 2023 excludes:
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990,484 shares of our common stock issuable upon exercise of stock options outstanding as of December 31, 2023 under our Equity Incentive Plan and the Deep Health Plan, at a weighted average exercise price of $15.27 per share; |
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235,227 shares of our common stock issuable upon the exercise of performance based stock options outstanding as of December 31, 2023, at a weighted average exercise price of $18.64 per share; |
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· |
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383,041 shares of our common stock issuable upon the vesting of restricted stock units outstanding as of December 31, 2023; |
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· |
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121,370 shares of our common stock issuable upon the vesting of performance based stock units outstanding as of December 31, 2023; and |
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· |
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4,069,369 shares of our common stock available as of December 31, 2023 for future grant or issuance pursuant to our Equity Incentive Plan as of December 31, 2023. |
Except as otherwise indicated, all information
in this prospectus supplement assumes no exercise of outstanding performance and non-performance based options or warrants, no vesting
or settlement of performance-based stock units, and no exercise by the underwriters of their option to purchase up to an additional shares
of our common stock.
RISK FACTORS
Investing in our common stock involves risks.
Before you make a decision to buy our common stock, in addition to the risks and uncertainties discussed above under “Forward-Looking
Statements,” you should carefully consider the specific risks set forth below and in the Risk Factors sections of our filings with
the SEC incorporated by reference into this prospectus supplement or the accompanying prospectus for a discussion of risks and uncertainties
relating to an investment in our common stock. Additionally, the risks and uncertainties discussed in this prospectus supplement or in
any document incorporated by reference into this prospectus supplement are not the only risks and uncertainties that we face, and our
business, financial condition, liquidity and results of operations and the market price of our common stock could be materially adversely
affected by other matters that are not known to us or that we currently do not consider to be material.
Risks Relating to
This Offering
If you purchase
shares of our common stock sold in this offering, you will experience immediate and substantial dilution in the net tangible book value
of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional
dilution to investors.
The offering price per share of common stock in
this offering is considerably more than the net tangible book value per share of our outstanding common stock. As a result, investors
purchasing shares of common stock in this offering will pay a price per share that substantially exceeds the value of our tangible assets
after subtracting liabilities. Based upon the public offering price of $
per share, new investors will incur immediate dilution of $
per share based on the net tangible book value as of December 31, 2023. For a more detailed discussion of the foregoing, see the section
titled “Dilution” below. To the extent outstanding stock options are exercised, there will be further dilution to new investors.
In addition, to the extent we need to raise additional capital in the future and we issue additional shares of common stock or securities
convertible or exchangeable for our common stock, our then existing stockholders may experience dilution and the new securities may have
rights senior to those of our common stock offered in this offering.
We have broad discretion
in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion in the
application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use
of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are
being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering,
their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that
ultimately increase the value of your investment. We expect to use the net proceeds from this offering for general corporate purposes.
We may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies; however, except
for our previously announced acquisition in Houston, we do not have agreements or commitments to enter into any such acquisitions at this
time. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net
proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable
return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we
may fail to achieve expected financial results, which could cause our stock price to decline.
A sale of a substantial
number of shares of our common stock may cause the price of our common stock to decline.
Sales of a substantial
number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that
our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could
decline significantly.
We cannot predict what
effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the market price of our common
stock. However, future sales of substantial amounts of our common stock in the public market, including shares issued upon exercise of
outstanding options or warrants, or the perception that such sales may occur, could adversely affect the market price of our common stock.
If we raise additional
capital through the sale of shares of our common stock, convertible securities or debt in the future, your ownership of our common stock
could be diluted and restrictions could be imposed on our business.
In addition to this offering,
we may issue shares of common stock or securities convertible into or exchangeable for shares of our common stock to raise additional
capital in the future. To the extent we issue such securities, our stockholders may experience substantial dilution and the trading price
of our common stock could decline. If we obtain additional funds through a credit facility or through the issuance of debt securities,
such debt could have rights senior to your rights as a common stockholder, which could impair the value of our common stock. The terms
of any such financing may also include restrictive covenants, such as limitations on our ability to incur additional debt and certain
operating restrictions that could adversely impact our ability to conduct business.
We do not intend
to pay dividends on our common stock so any returns will be limited to the value of our stock.
We have never declared
or paid any cash dividend on our capital stock. We currently anticipate that we will retain future earnings for the development, operation
and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our
current credit facilities materially restrict our ability to pay dividends on our common stock. Any return to stockholders would therefore
be limited to the appreciation, if any, of their stock.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains or incorporates
by reference certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Any statements contained in or incorporated by
reference into this prospectus supplement, any related free writing prospectus or the accompanying prospectus that are not statements
of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “assumption” or the negative
of these terms or other comparable terminology.
Forward-looking statements reflect current views
about future events and are based on our currently available financial, economic and competitive data and on current business plans. Forward-looking
statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such differences include, but are not limited to, the factors included in “Risk
Factors,” in our annual report on Form 10-K for the fiscal year ended December 31, 2023 and the other registration statements and
reports that we file with the SEC. You should consider the inherent limitations on, and risks associated with, forward-looking statements
and not unduly rely on the accuracy of predictions contained in such forward-looking statements.
These forward-looking statements speak only as
of the date when they are made. We assume no obligation to revise or update any forward-looking statements for any reason, except as required
by law.
USE OF PROCEEDS
We estimate that we will receive net proceeds
of approximately $ million from the sale
of shares of common stock offered by us
in this offering, or approximately $ million
if the underwriters exercise in full their option to purchase up to an additional
shares of common stock, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by
us.
We currently intend to use the net proceeds of
this offering for general corporate purposes. We may also use a portion of the net proceeds to acquire complementary businesses, products,
services or technologies; however, except for our previously announced acquisition in Houston, we do not have agreements or commitments
to enter into any such acquisitions at this time.
We believe that the net proceeds from this offering,
together with our existing cash and cash equivalents, including cash flows from operations, will be sufficient to fund our operations
for at least twelve months following the date of this offering.
The amounts and timing of our actual expenditures
will depend on numerous factors, including the factors described under “Risk Factors” in this prospectus supplement and in
the documents incorporated by reference herein, as well as the amount of cash used in our operations. We may find it necessary or advisable
to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses
described above, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities.
DIVIDEND POLICY
We currently expect to
retain all future earnings for use in the operation and expansion of our business and have no current plans to pay dividends on our common
stock. Our existing credit facilities materially restrict our ability to declare and pay dividends. The declaration, amount and payment
of any future dividends will be at the sole discretion of our Board of Directors and will depend on, among other things general economic
conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements,
contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders.
DILUTION
If you invest in our common stock in this offering,
your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value
per share of our common stock after this offering.
As of December 31, 2023, our net tangible
book value was $43.3 million, or $0.64 per share, based on 67,956,318 shares outstanding, less 762,083 shares of restricted common stock
which are subject to forfeiture or our right of repurchase as of such date. Our net tangible book value per share represents the amount
of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of our common stock
outstanding less shares of restricted common stock which are subject to forfeiture or our right of repurchase as of December 31, 2023.
After giving effect to the issuance and sale in
this offering by us of shares of common
stock at the public offering price of $
per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net
tangible book value as of December 31, 2023 would have been $ million,
or $ per share. This represents an immediate
increase of net tangible book value of $
per share to our existing stockholders and an immediate dilution of $
per share to new investors purchasing our common stock in this offering. The following table illustrates this per share dilution.
Public offering price per share |
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$ |
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Net tangible book value per share as of December 31, 2023 |
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$ |
$0.64 |
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Increase per share attributable to investors purchasing shares in this offering |
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As adjusted net tangible book value per share, after giving effect to this offering |
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Dilution per share to investors purchasing our common stock in this offering |
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$ |
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If the underwriters exercise in full their option
to purchase up to an additional shares
of our common stock at the public offering price of $
per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro
forma net tangible book value after this offering would be $
per share, representing an increase in net tangible book value of $
per share to our existing stockholders and immediate dilution in net tangible book value of $
per share to new investors purchasing common stock in this offering.
The foregoing tables and calculations (other than
net tangible book value calculations) are based on 67,956,318 shares of our common stock outstanding as of December 31, 2023, less
762,083 shares of restricted common stock which are subject to forfeiture or our right of repurchase as of such date. The number of shares
outstanding as of December 31, 2023 excludes:
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· |
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990,484 shares of our common stock issuable upon exercise of stock options outstanding as of December 31, 2023 under our Equity Incentive Plan and the Deep Health Plan, at a weighted average exercise price of $15.27 per share; |
|
· |
|
235,227 shares of our common stock issuable upon the exercise of performance based stock options outstanding as of December 31, 2023, at a weighted average exercise price of $18.64 per share; |
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· |
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383,041 shares of our common stock issuable upon the vesting of restricted stock units outstanding as of December 31, 2023; |
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· |
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121,370 shares of our common stock issuable upon the vesting of performance based stock units outstanding as of December 31, 2023; and |
|
· |
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4,069,369 shares of our common stock available as of December 31, 2023 for future grant or issuance pursuant to our Equity Incentive Plan as of December 31, 2023. |
To the extent that outstanding options or warrants
are exercised or performance-based stock units and options vest and settle, you may experience further dilution. In addition, we may choose
to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current
or future operating plans. To the extent that we raise additional capital by issuing equity or convertible debt securities, your ownership
will be further diluted.
MATERIAL U.S. FEDERAL
INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
The following discussion is
a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase,
ownership, and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of
all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state,
local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as
amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative
pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may
change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a
manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS
regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that
discussed below regarding the tax consequences of the purchase, ownership, and disposition of our common stock.
This discussion is limited
to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the
Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to
a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment
income and the alternative minimum tax. In addition, it does not address consequences relevant to Non-U.S. Holders subject to
special rules, including, without limitation:
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· |
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U.S. expatriates and former citizens or long-term residents of the United States; |
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· |
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persons holding our common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment; |
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· |
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banks, insurance companies, and other financial institutions; |
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· |
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brokers, dealers, or traders in securities; |
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· |
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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
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· |
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partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); |
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· |
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tax-exempt organizations or governmental organizations; |
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· |
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persons deemed to sell our common stock under the constructive sale provisions of the Code; |
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· |
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persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; |
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· |
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tax-qualified retirement plans; and |
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· |
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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds. |
If an entity treated
as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend
on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships
holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax
consequences to them.
THIS DISCUSSION IS
FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE
U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION
OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING
JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
Definition of a Non-U.S. Holder
For purposes of this
discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person”
nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income
tax purposes, is or is treated as any of the following:
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· |
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an individual who is a citizen or resident of the United States; |
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· |
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a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; |
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· |
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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
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· |
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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. |
Distributions
As described in the section
titled “Dividend Policy” in the accompanying prospectus, we do not anticipate declaring or paying dividends to holders of
our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions
will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute
a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock,
but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other
Taxable Disposition.”
Subject to the
discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal
withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax
treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other
applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely
furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld
by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors
regarding their entitlement to benefits under any applicable income tax treaty.
If dividends paid to
a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within
the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment
in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding
tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS
Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of
a trade or business within the United States.
Any such effectively
connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons.
A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified
by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders
should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Sale or Other Taxable Disposition
A Non-U.S. Holder
will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:
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· |
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the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); |
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the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or |
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· |
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our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes. |
Gain described in the
first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to
U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such
lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
A Non-U.S. Holder
described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by
an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our common stock, which may be offset
by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United
States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
With respect to the third
bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we
are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real
property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the
future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our common stock by a Non-U.S. Holder
will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury
Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of
our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s
holding period.
Non-U.S. Holders should consult their
tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
Information Reporting and Backup Withholding
Payments of dividends
on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge
or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing
a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns
are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder,
regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale
or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally
will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described
above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes
an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker
generally will not be subject to backup withholding or information reporting.
Copies of information
returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities
of the country in which the Non-U.S. Holder resides or is established.
Backup withholding is
not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s
U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Additional Withholding
Tax on Payments Made to Foreign Accounts
Withholding taxes may
be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA),
on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically,
a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds
from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign
entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting
obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States
owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the
foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the
payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must
enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts
held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in
the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign
financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental
agreement with the United States governing FATCA may be subject to different rules.
Under the applicable
Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock.
While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or
after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers
generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.
Prospective investors
should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.
UNDERWRITING
Subject to the terms and conditions set forth
in the underwriting agreement, dated March , 2024, among us and Jefferies LLC and Raymond James & Associates,
Inc., as the representatives of the underwriters named below and the joint book-running managers of this offering, we have agreed to sell
to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the respective number of
shares of common stock shown opposite its name below:
Underwriter |
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Number of
Shares |
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Jefferies LLC |
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Raymond James & Associates, Inc. |
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|
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Total |
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The underwriting agreement
provides that the obligations of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters
of officers’ certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement
provides that the underwriters will purchase all of the shares of common stock. If an underwriter defaults, the underwriting agreement
provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.
We have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities
under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.
The underwriters have
advised us that, following the completion of this offering, they currently intend to make a market in the common stock as permitted by
applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making
activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading
market for the common stock, that you will be able to sell any of the common stock held by you at a particular time or that the prices
that you receive when you sell will be favorable.
The underwriters are
offering the shares of common stock subject to their acceptance of the shares of common stock from us and subject to prior sale. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters
have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.
Commission and Expenses
The underwriters have advised us that they propose
to offer the shares of common stock to the public at the public offering price set forth on the cover page of this prospectus supplement
and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $
per share of common stock. After the offering, the public offering price, concession and reallowance to dealers may be reduced by the
representatives. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus
supplement.
The following table shows the public offering
price, the underwriting discounts and commissions that we will pay to the underwriters and the proceeds, before expenses, to us in connection
with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional
shares.
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Per
Share |
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Total |
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Without Option
to Purchase
Additional
Shares |
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|
With Option to
Purchase
Additional
Shares |
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Without Option
to Purchase
Additional
Shares |
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With Option to
Purchase
Additional
Shares |
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Public offering price |
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$ |
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$ |
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$ |
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$ |
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|
Underwriting discounts and commissions paid by us |
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$ |
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$ |
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$ |
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$ |
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Proceeds to us, before expenses |
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$ |
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$ |
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$ |
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$ |
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We estimate expenses payable by us in connection
with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $
.. We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $25,000.
Listing
Our common stock has been listed on the Nasdaq
Global Market under the trading symbol “RDNT”.
Stamp Taxes
If you purchase shares
of common stock offered in this prospectus supplement, you may be required to pay stamp taxes and other charges under the laws and practices
of the country of purchase, in addition to the offering price listed on the cover page of this prospectus supplement.
Option to Purchase Additional Shares
We have granted to the underwriters an option,
exercisable for 30 days from the date of this prospectus supplement, to purchase, from time to time, in whole or in part, up to shares
at the public offering price set forth on the cover page of this prospectus supplement, less underwriting discounts and commissions. If
the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional
shares proportionate to that underwriter’s initial purchase commitment as indicated in the table above.
No Sales of Similar Securities
We and our executive
officers, directors and a certain stockholder have agreed, subject to specified exceptions, not to directly or indirectly:
| · | sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish
an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended,
or |
| · | otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock,
or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record
or beneficially, or |
| · | publicly announce an intention to do any of the foregoing for a period of 90 days after the date of this
prospectus supplement without the prior written consent of Jefferies LLC. |
These restrictions terminate
after the close of trading of the common stock on and including the 90th day after the date of this prospectus supplement.
Jefferies LLC may, in
its sole discretion and at any time or from time to time before the termination of the 90-day period release all or any portion of the
securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders who will
execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period.
Stabilization
The underwriters have
advised us that, pursuant to Regulation M under the Exchange Act, certain persons participating in the offering may engage in short sale
transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering.
These activities may have the effect of stabilizing or maintaining the market price of the common stock at a level above that which might
otherwise prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked”
short sales.
“Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of our common stock
in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares
of our common stock or purchasing shares of our common stock in the open market. In determining the source of shares to close out the
covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market
as compared to the price at which they may purchase shares through the option to purchase additional shares.
“Naked” short
sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned
that there may be downward pressure on the price of the shares of our common stock in the open market after pricing that could adversely
affect investors who purchase in this offering.
A stabilizing bid is
a bid for the purchase of shares of common stock on behalf of the underwriters for the purpose of fixing or maintaining the price of the
common stock. A syndicate covering transaction is the bid for or the purchase of shares of common stock on behalf of the underwriters
to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriter’s
purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession
otherwise accruing to a syndicate member in connection with the offering if the common stock originally sold by such syndicate member
are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.
Neither we nor any of
the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and, if commenced, any
of the activities may be discontinued at any time.
The underwriters may
also engage in passive market making transactions in our common stock on Nasdaq in accordance with Rule 103 of Regulation M during a period
before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of distribution.
A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all
independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits
are exceeded.
Electronic Distribution
A prospectus supplement
in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more
of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place
orders online. The underwriters may agree with us to allocate a specific number of shares of common stock for sale to online brokerage
account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations.
Other than the prospectus in electronic format, the information on the underwriters’ web sites and any information contained in
any other web site maintained by any of the underwriters is not part of this prospectus supplement, has not been approved and/or endorsed
by us or the underwriters and should not be relied upon by investors.
Other Activities and Relationships
The underwriters and
certain of their respective affiliates are full service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. The underwriters and certain of their respective affiliates have, from time to time, performed, and
may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which
they received or will receive customary fees and expenses.
In the ordinary course
of their various business activities, the underwriters and certain of their respective affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or
instruments issued by us and our affiliates. If the underwriters or their respective affiliates have a lending relationship with us, they
routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their respective
affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation
of short positions in our securities or the securities of our affiliates, including potentially the common stock offered hereby. Any such
short positions could adversely affect future trading prices of the common stock offered hereby. The underwriters and certain of their
respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Selling Restrictions
Notice to Prospective Investors in the European Economic Area
In relation to each Member
State of the European Economic Area, or each, a Relevant State, no shares of common stock have been offered or will be offered pursuant
to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares of common stock
which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and
notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the shares of
common stock may be offered to the public in that Relevant State at any time:
|
(a) |
to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; |
|
(b) |
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or |
|
(c) |
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
provided that no such
offer of the shares of common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this
provision, the expression “offer to the public” in relation to the shares of common stock in any Relevant State means the
communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered
so as to enable an investor to decide to purchase or subscribe for any shares of common stock, and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
Notice to Prospective Investors in the
United Kingdom
No shares of common stock
have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus
in relation to the shares of common stock which has been approved by the Financial Conduct Authority, except that the shares of common
stock may be offered to the public in the United Kingdom at any time:
|
(a) |
to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
|
(b) |
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or |
|
(c) |
in any other circumstances falling within Section 86 of the FSMA, |
provided that no such
offer of the shares of common stock shall require the Issuer or any Manager to publish a prospectus pursuant to Section 85 of the
FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression
an “offer to the public” in relation to the shares of common stock in the United Kingdom means the communication in any form
and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor
to decide to purchase or subscribe for any shares of common stock and the expression “UK Prospectus Regulation” means Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Notice to Prospective Investors in Australia
This prospectus supplement is not a disclosure
document for the purposes of Australia’s Corporations Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with
the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly,
if you receive this prospectus supplement in Australia:
You confirm and warrant that you are either:
| · | a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act; |
| · | a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that
you have provided an accountant’s certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii)
of the Corporations Act and related regulations before the offer has been made; |
| · | a person associated with the Company under Section 708(12) of the Corporations Act; or |
| · | a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations
Act. |
To the extent that you are unable to confirm or
warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer
made to you under this prospectus supplement is void and incapable of acceptance.
You warrant and agree that you will not offer
any of the shares of our common stock issued to you pursuant to this prospectus supplement for resale in Australia within 12 months of
those shares of our common stock being issued unless any such resale offer is exempt from the requirement to issue a disclosure document
under section 708 of the Corporations Act.
Notice to Prospective Investors in Hong
Kong
No shares of our common stock have been offered
or sold, and no shares of our common stock may be offered or sold, in Hong Kong, by means of any document, other than to persons whose
ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to “professional investors” as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”) and any rules made under that Ordinance; or
in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap.
32) of Hong Kong (“CO”) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO.
No document, invitation or advertisement relating to the shares of our common stock has been issued or may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents
of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other
than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only
to “professional investors” as defined in the SFO and any rules made under that Ordinance.
This prospectus supplement
has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus supplement may not be issued, circulated
or distributed in Hong Kong, and the shares of our common stock may not be offered for subscription to members of the public in Hong Kong.
Each person acquiring the shares of our common stock will be required, and is deemed by the acquisition of the shares of our common stock,
to confirm that he is aware of the restriction on offers of the shares of our common stock described in this prospectus supplement and
the relevant offering documents and that he is not acquiring, and has not been offered any shares of our common stock in circumstances
that contravene any such restrictions.
Notice to Prospective Investors in Japan
The offering has not
been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended),
or FIEL, and the underwriters will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under
the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and
any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been and will
not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any
other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of our common
stock may not be circulated or distributed, nor may the shares of our common stock be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to
Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA,
or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the shares of our common stock are subscribed or purchased under
Section 275 of the SFA by a relevant person which is:
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(a) |
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
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(b) |
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
securities (as defined in Section 239(1) of the
SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the shares of our common stock pursuant to an offer made under Section
275 of the SFA except:
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(a) |
to an institutional investor or to a relevant
person defined in Section 275(2) of the SFA, or to any person arising from
an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA; |
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(b) |
where no consideration is or will be given for the transfer; |
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(c) |
where the transfer is by operation of law; |
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(d) |
as specified in Section 276(7) of the SFA; or |
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(e) |
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. |
Notice to
Prospective Investors in Switzerland
The shares of our common stock may not be publicly
offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated
trading facility in Switzerland. This prospectus supplement has been prepared without regard to the disclosure standards for issuance
prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under
art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this prospectus supplement nor any other offering or marketing material relating to the shares of our common stock or the offering may
be publicly distributed or otherwise made publicly available in Switzerland.
Neither this prospectus supplement nor any other
offering or marketing material relating to the offering, the Company or the shares of our common stock have been or will be filed with
or approved by any Swiss regulatory authority. In particular, this prospectus supplement will not be filed with, and the offer of securities
will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares of our common stock has not
been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection
afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares of our common
stock.
Notice to Prospective Investors in Israel
This prospectus supplement
does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved
by the Israel Securities Authority. In Israel, this prospectus supplement is being distributed only to, and is directed only at, and any
offer of our shares of common stock is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law
and (ii) investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment
in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange,
underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as
defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing
for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum).
Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning
of same and agree to it.
Notice to Prospective Investors in Canada
(A) Resale Restrictions
The distribution of shares of our common stock
in Canada is being made only in the provinces of Ontario, Quebec, Alberta, British Columbia, Manitoba, New Brunswick and Nova Scotia on
a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities
in each province where trades of these shares of our common stock are made. Any resale of the shares of our common stock in Canada must
be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made
under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the shares of our common stock.
(B) Representations of Canadian Purchasers
By purchasing shares of our common stock in Canada
and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation
is received that:
| · | the purchaser is entitled under applicable provincial securities laws to purchase the shares of our common stock without the benefit
of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument
45-106 – Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario), as applicable, |
| · | the purchaser is a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions
and Ongoing Registrant Obligations, |
| · | where required by law, the purchaser is purchasing as principal and not as agent, and |
| · | the purchaser has reviewed the text above under Resale Restrictions. |
(C) Conflicts of Interest
Canadian purchasers are hereby notified that certain
of the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 –
Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
(D) Statutory Rights of Action
Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto)
such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of these
securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory
for particulars of these rights or consult with a legal advisor.
(E) Enforcement of Legal Rights
All of our directors and officers as well as the
experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service
of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located
outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a
judgment obtained in Canadian courts against us or those persons outside of Canada.
(F) Taxation and Eligibility for Investment
Canadian purchasers of shares of our common stock
should consult their own legal and tax advisors with respect to the tax consequences of an investment in the shares of our common stock
in their particular circumstances and about the eligibility of the shares of our common stock for investment by the purchaser under relevant
Canadian legislation.
General Non-U.S. Legend
This prospectus supplement is for use solely in
connection with the proposed offering in certain jurisdictions. This prospectus supplement is not to be distributed in any other jurisdiction
and is not to be used in connection with any offer of, or any invitation or solicitation by or on behalf of the Company to subscribe for
or purchase, securities in any other jurisdiction. This prospectus supplement is personal to each offeree and does not constitute an offer
to any person or to the public generally to subscribe for or otherwise acquire the securities. Distribution of this prospectus supplement
to any person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase
is unauthorized.
Delivery of this prospectus supplement shall not
constitute an offer to sell or the solicitation of an offer to buy the securities described herein.
The distribution of this prospectus supplement
in certain jurisdictions may be restricted by law. You must inform yourself about, and observe, any such restrictions. You must comply
with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the securities or possess or
distribute this prospectus supplement and must obtain any consent, approval or permission required for your purchase, offer or sale of
the securities under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchases,
offers or sales. We and the underwriters are not, making an offer of, or invitation to purchase, any of the securities to any person in
any jurisdiction in which such offer or solicitation would be unlawful.
This prospectus supplement has not been submitted
to the review or registration procedures of any regulatory authority in or outside the United States. The offering of the securities pursuant
to this prospectus supplement has not been approved or recommended by any governmental securities regulator.
LEGAL MATTERS
The validity of the issuance
of the securities offered hereby will be passed upon by our counsel, Sheppard Mullin Richter & Hampton LLP, Los Angeles, California.
The underwriters are being represented in connection with this offering by Latham & Watkins LLP, New York, New York.
EXPERTS
The consolidated financial statements of RadNet,
Inc. and subsidiaries appearing in RadNet, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2023, and the effectiveness
of RadNet Inc. and its subsidiaries’ internal control over financial reporting as of December 31, 2023, have been audited by Ernst
& Young LLP, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on
the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other documents with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and
information statements and other information that issuers, including RadNet, file electronically with the SEC. The public can obtain any
documents that we file with the SEC at www.sec.gov. We also make available free of charge on or through our own website at www.radnet.com
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports
filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. We make our website content available for information purposes only. It should not be relied upon for
investment purposes, nor is it incorporated by reference into this prospectus supplement, any related free writing prospectus or the accompanying
prospectus.
INCORPORATION BY REFERENCE
The SEC’s rules allow us to incorporate
by reference information into this prospectus supplement, any related free writing prospectus and the accompanying prospectus, which means
that we are disclosing important information to you by referring you to another document filed with the SEC.
The information incorporated by reference is deemed
to be part of this prospectus supplement and the accompanying prospectus, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement
contained in this prospectus supplement or the accompanying prospectus modifies or replaces that statement.
This prospectus supplement incorporates by reference
the following documents that we previously filed with the SEC (File No. 001-33307):
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· |
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024; |
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·
· |
our Current Reports on Form
8-K filed on January 5, 2024 and March 5, 2024 to the extent that information in such reports is filed, not furnished;
our Definitive Proxy Statement on Schedule 14A
related to our 2023 annual meeting of shareholders, which was filed with the SEC on April 28, 2023; and |
|
· |
the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on February 13, 2007, (as amended on February 14, 2007), including any amendment or report filed for the purpose of updating such description. |
We also incorporate by reference any future filings
we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and prior
to the termination of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference
any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with
the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01
of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
We will furnish without charge to each person,
including any beneficial owner, to whom a prospectus supplement is delivered, upon written or oral request a copy of any or all of the
documents incorporated by reference (other than exhibits, unless the exhibit is specifically incorporated by reference into the filing
requested). Any such request may be made by writing to us or calling us, care of our Investor Relations Department at our principal executive
offices located at 1510 Cotner Avenue, Los Angeles, California 90025 and our telephone number at that address is (310) 478-7808.
PROSPECTUS
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
SUBSCRIPTION RIGHTS
UNITS
and
Common Stock
Offered by Selling Stockholders
__________________________
From time to time, we may offer and sell the
securities described in this prospectus separately or together in any combination, in one or more classes or series, in amounts, at prices
and on terms that we will determine at the time of the offering. In addition, selling stockholders may offer and sell from time to time
shares of our common stock.
This prospectus provides you with a general
description of the securities we may offer. Each time we offer securities pursuant to this prospectus, we will provide a prospectus supplement
containing specific terms of the particular offering together with this prospectus. You should carefully read this prospectus, the information
incorporated by reference in this prospectus, the prospectus supplement, including any information incorporated by reference in such prospectus
supplement, and any free writing prospectus before you purchase any of the securities offered hereby. The prospectus supplement also may
add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell securities unless accompanied
by the applicable prospectus supplement.
We or selling stockholders may sell the securities
offered by this prospectus directly to purchasers, or to or through underwriters or dealers or agents. In addition, the underwriters,
if any, may over-allot a portion of the securities. The names of any underwriters, dealers or agents involved in the sale of securities
offered by this prospectus, their compensation and any options held by them to purchase additional securities will be described in the
applicable prospectus supplement. See “Plan of Distribution.” We will not receive any proceeds from the sale of common stock
by selling stockholders.
Our common stock is listed on the NASDAQ Global
Market under the symbol “RDNT.” On December 23, 2022, the closing price of our common stock was $18.87 per share.
Investing in our securities involves significant
risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying prospectus supplement,
as well as the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange
Commission. See “Risk Factors” on page 5 of this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is December 27, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic “shelf”
registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using an automatic
shelf registration process. Under this shelf registration process, we may offer and sell from time to time any combination of the securities
described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering.
In addition, selling stockholders may use this
prospectus to sell shares of our common stock from time to time. We will not receive any proceeds from the sale of the shares by selling
stockholders. Selling stockholders may deliver a supplement with this prospectus, if required, to update the information contained in
this prospectus. Selling stockholders may sell their shares of our common stock through any means described in the section entitled “Plan of Distribution” or described in any accompanying prospectus supplement. As used herein, the term “selling stockholders”
includes the selling stockholders and any of their transferees, donees, pledgees or other successors.
This prospectus only provides you with a general
description of the securities we may offer. Each time we offer securities under this prospectus we will provide a prospectus supplement
that describes the terms of the security being offered. The prospectus supplement also may add, update or change information contained
in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement
and any free writing prospectus prepared by or on behalf of us, together with the documents incorporated by reference into this prospectus
as described below under the heading “Information Incorporated by Reference.”
This prospectus does not contain all of the information
included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the
registration statement, including its exhibits. Those exhibits may be filed with the registration statement or may be incorporated by
reference to earlier SEC filings listed in the registration statement or in subsequent filings that we may make under the Exchange Act.
We have not authorized anyone else to provide
you with information that is different or in addition to that contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus prepared by us or on our behalf. We do not take any responsibility for, and can
provide no assurance to the reliability of, any information that others may give. We are not making an offer to sell or soliciting an
offer to buy our securities under any circumstance in any jurisdiction where the offer or solicitation is not permitted. You should assume
that the information contained in this prospectus, any prospectus supplement or any free writing prospectus prepared by us or on our behalf
is accurate only as of the date of the respective document in which the information appears, and that any information in documents that
we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of
delivery of this prospectus or any prospectus supplement or any sale of a security. Our business, financial condition, results of operations
and prospects may have changed since those dates.
This prospectus and the information incorporated
herein by reference may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks
and trade names included or incorporated by reference into this prospectus are the property of their respective owners.
In this prospectus, unless otherwise indicated,
“our company,” “we,” “us,” “RadNet,” or “our” refer to RadNet, Inc., a Delaware
corporation, and its consolidated subsidiaries.
ABOUT RADNET
Company Overview
We are a national provider of freestanding,
fixed-site outpatient diagnostic imaging services in the United States. At September 30, 2022, we operated directly or
indirectly through joint ventures with hospitals, 349 centers located in Arizona, California, Delaware, Florida, Maryland,
New Jersey, and New York. Our operations comprise two segments for financial reporting purposes: Imaging Centers and Artificial
Intelligence (“AI”).
Our Imaging Centers segment provides physicians
with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. Such imaging capabilities include magnetic
resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic
radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services, a
strategy that diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one
location to serve the needs of multiple procedures. The operations of our subsidiary, eRad, Inc., which designs the underlying critical
scheduling, data storage and retrieval systems necessary for imaging center operation, is included in our Imaging Centers segment.
Our AI segment, which encompass imaging diagnostics
solutions for the most prevalent cancers, was established through our acquisitions of DeepHealth, Nulogix, Aidence Holding B.V. and Quantib
B.V. We have certain other subsidiaries that develop AI products and solutions that are designed to enhance interpretation of radiographic
images. Our current AI focus is to develop solutions that employ machine learning to assist radiologists and other clinicians in interpreting
images and improving patient care, initially in the fields of brain, breast, prostate, and pulmonary diagnostics.
Principal Executive Office
Our principal executive office is located at
1510 Cotner Avenue, Los Angeles, California 90025 and our telephone number at that address is (310) 478-7808. Our corporate website is
www.radnet.com. Our filings with the SEC are posted on our website at www.radnet.com. Information contained on our website
or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, and amendments to reports filed or furnished pursuant
to Sections 13(a), 14 and 15(d) of the Exchange Act. The SEC maintains a website at www.sec.gov that contains reports, proxy and information
statements, and other information regarding RadNet and other companies that file materials electronically with the SEC. Copies of our
periodic and current reports and proxy statements may be obtained, free of charge, on our website at www.radnet.com under the “Investor
Relations” tab. This reference to our Internet address is for informational purposes only and shall not, under any circumstances,
be deemed to incorporate the information available at or through such Internet address into this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus from other documents that we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information
in this prospectus supersedes information incorporated by reference from documents we filed with the SEC prior to the date of this prospectus,
while information incorporated by reference from documents we file with the SEC after the date of this prospectus will automatically update
and supersede the information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which
this prospectus is a part the information or documents listed below that we filed with the SEC (Commission File No. 001-33307):
|
· |
our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 1, 2022 (including portions of our Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2022, incorporated by reference therein); |
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our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2022, June
30, 2022 and September 30, 2022, filed with the SEC on May 10, 2022, August 9, 2022 and November 9, 2022, respectively; |
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our Current Reports on Form 8-K filed with the SEC on January 24, 2022, June 10, 2022 and September 2, 2022 (but excluding the portions of such reports expressly noted as being furnished and not filed); |
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· |
the description of our common stock set forth in our registration statement on Form 8-A, registering our common stock under the Exchange Act, filed with the SEC on February 13, 2007 (as amended on February 14, 2007), pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All documents that we subsequently file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion of the sales of the securities offered hereby but excluding
any information furnished to, rather than filed with, the SEC (unless expressly incorporated by reference herein), will also be incorporated
by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such documents.
You should rely only on the information contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus filed by us with
the SEC and any information about the terms of securities offered conveyed to you by us, our underwriters or agents. We have not authorized
anyone else to provide you with additional or different information. These securities are only being offered in jurisdictions where the
offer is permitted. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement or
any free writing prospectus is accurate as of any date other than their respective dates.
We will provide, without charge, to each person
to whom a copy of this prospectus has been delivered, including any beneficial owner, on written or oral request, a copy of any or all
of the documents incorporated by reference into this prospectus, except exhibits to such documents unless those exhibits are specifically
incorporated by reference in such documents. Any such request should be directed to RadNet, Inc., 1510 Cotner Avenue Los Angeles, CA 90025,
Attn: Legal Department, or you may call us at (310) 478-7808.
RISK FACTORS
An investment in any of the securities offered
by this prospectus involves risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of
the risks applicable to the investment in the securities being offered in that offering. Before you make a decision to invest in our securities,
in addition to all of the other information contained in or incorporated by reference into this prospectus and any prospectus supplement,
you should carefully consider the risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated by
our subsequent filings under the Exchange Act, including Forms 10-Q and 8-K, and the risk factors contained in or incorporated by reference
into any prospectus supplement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and any prospectus supplement
and the documents incorporated herein and therein by reference may contain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act.
Forward-looking statements reflect current views
about future events and are based on our currently available financial, economic and competitive data and on current business plans. Actual
events or results may differ materially depending on risks and uncertainties that may affect our operations, markets, services, prices
and other factors.
In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“continue,” “assumption” or the negative of these terms or other comparable terminology. Forward-looking statements
may include, among others, statements we make regarding:
| · | anticipated trends in our revenues, operating expenses or capital expenditures, and our financial guidance; |
| | |
| · | expected future market acceptance for our products or services, and the anticipated protection afforded
by our competitive strengths in the markets we serve; |
| | |
| · | potential timing and impact of changes in regulations impacting our business; |
| | |
| · | the ongoing impact of the COVID-19 pandemic on our business, suppliers, payors, customers, referral sources,
partners, patients and employees; |
| | |
| · | the anticipated effect of the measures we are taking to respond to the COVID-19 pandemic; |
| | |
| · | our ability to successfully acquire and integrate new imaging operations; |
| | |
| · | cost savings, efficiencies and improvements anticipated from our investments in artificial intelligence
and machine learning products and services; and |
| | |
| · | our future liquidity and our continuing ability to service and remain in compliance with applicable debt
covenants or refinance our current indebtedness. |
Forward-looking statements are neither historical
facts nor assurances of future performance. Because forward-looking statements relate to the future, they are inherently subject to known
and unknown risks, uncertainties and other factors that are difficult to predict and out of our control. Our actual results, level of
activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements
expressed or implied by forward-looking statements. Important factors that could cause our actual results to differ materially from those
indicated or implied in our forward-looking statements include the factors included in “Risk Factors,” in our annual report
on Form 10-K for the fiscal year ended December 31, 2021, as updated by our subsequent filings under the Exchange Act, including Forms
10-Q and 8-K. You should consider the inherent limitations on, and risks associated with, forward-looking statements and not unduly rely
on the accuracy of predictions contained in such forward-looking statements.
These forward-looking statements speak only
as of the date when they are made. We assume no obligation to revise or update any forward-looking statements for any reason, except as
required by law.
USE OF PROCEEDS
Except as described in any applicable prospectus
supplement, we intend to use the net proceeds from the sale of the securities offered under this prospectus for general corporate purposes,
which may include working capital, capital expenditures, acquisitions and refinancing or repayment of indebtedness. Specific allocations
of the proceeds for such purposes have not been made at this time.
When securities are offered, the prospectus
supplement relating thereto will set forth our intended use of the net proceeds that we receive from the sale of such securities. Pending
the application of the net proceeds, we may invest the proceeds in marketable securities and short-term investments.
We will not receive any proceeds from the sale
of common stock by selling stockholders pursuant to this prospectus.
DESCRIPTION OF COMMON STOCK
We may issue, separately or together with, or
upon conversion, exercise or exchange of other securities, shares of our common stock, as set forth in the applicable prospectus supplement.
The following description of our common stock is subject to and qualified in its entirety by reference to our certificate of incorporation,
as amended to date (our “certificate of incorporation”), and our amended and restated bylaws, as amended to date (our “bylaws”),
each of which has been filed with the SEC and are incorporated herein by reference. We encourage you to read our certificate of incorporation,
our bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information regarding
our common stock.
Authorized Capitalization
We are authorized to issue 200,000,000 shares
of common stock having a par value of $.0001 per share and 30,000,000 shares of preferred stock having a par value of $.0001 per share.
As of November 4, 2022, we had 57,360,850 shares of common stock outstanding and no shares of preferred stock outstanding.
Our authorized shares of common stock are available
for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange
or automated quotation system on which our securities may be listed or traded. If the approval of our stockholders is not so required,
our board of directors may determine not to seek stockholder approval.
Dividends
Subject to the preferences that may apply to
shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends
out of assets legally available at the times and in the amounts that our board of directors may from time to time declare.
Voting Rights
Each holder of our common stock is entitled
to one vote per share on all matters submitted to a vote of stockholders, and may not cumulate votes for the election of directors.
Preemptive Rights; Redemption or Sinking Fund
Holders of common stock have no preemptive,
conversion or subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.
Liquidation Rights
If we liquidate, dissolve or wind up, holders
of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences
of any outstanding shares of our preferred stock.
Listing; Transfer Agent and Registrar
Our common stock is listed on The Nasdaq Global
Market under the symbol “RDNT.” The transfer agent and registrar for our common stock is American Stock Transfer and Trust
Company. Their address is 6201 15th Avenue, Brooklyn, NY 11219 and their telephone number is (800) 937-5449.
Anti-Takeover Effects of Provisions of the DGCL and Our Charter Documents
The following provisions of the DGCL and our
certificate of incorporation and bylaws may affect the control of our company.
Delaware General Corporation Law
Section 203 of the DGCL (“Section 203”)
generally prohibits any Delaware corporation from engaging in any “business combinations” with any “interested stockholder”
for a period of three years following the date the stockholder became an interested stockholder, unless:
| · | prior to such time, the board of directors approved either the business combination or the transaction
that resulted in the stockholder becoming an interested stockholder; |
| | |
| · | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced,
excluding for purposes of calculating the total voting stock outstanding (but not the outstanding voting stock owned by the interested
stockholder) those shares held (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;
or |
| | |
| · | at or subsequent to such time, the business combination is approved by the board of directors and authorized
at an annual or special meeting of stockholders by the affirmative vote of holders of at least two-thirds of the outstanding voting stock
that is not owned by the interested stockholder. |
Generally, a “business combination”
includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Section 203
defines a “business combination” to include:
| · | any merger or consolidation of the corporation or any of its direct or indirect majority-owned subsidiaries
with either the interested stockholder or any other person or entity if the transaction is caused by the interested stockholder; |
| | |
| · | any sale, lease, transfer, pledge or other disposition of the assets of the corporation or any direct
or indirect majority-owned subsidiary involving the interested stockholder if the value of the assets exceeds 10% or more of the market
value of the corporation’s consolidated assets or outstanding stock; |
| | |
| · | subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation
or any of its direct or indirect majority-owned subsidiaries of any stock of the corporation or the subsidiary to the interested stockholder; |
| | |
| · | any transaction involving the corporation or any of its direct or indirect majority-owned subsidiaries
that has the effect of increasing the proportionate share of the stock of any class or series of the corporation or the subsidiary beneficially
owned by the interested stockholder; or |
| | |
| · | any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or
other financial benefits provided by or through the corporation or any of its direct or indirect majority-owned subsidiaries. |
Subject to certain exceptions, an “interested
stockholder” is any entity or person who, together with that person’s or entity’s affiliates and associates, owns, or
within the previous three years did own, 15% or more of the outstanding voting stock of the corporation.
Under certain circumstances, Section 203 makes
it more difficult for an interested stockholder to consummate business combinations with a corporation for a three year period. The provisions
of Section 203 may cause a depression in our stock price and may also delay, discourage or prohibit transactions not approved in advance
by our board of directors, such as takeover attempts that might otherwise involve the payment to our stockholders of a premium over the
market price of our common stock. A person interested in acquiring our company may therefore be inclined to seek early approval from our
board of directors of either the business combination or the transaction that results in such person becoming an interested stockholder
in order to avoid the stockholder approval requirement.
Certificate of Incorporation and Bylaw Provisions.
Some provisions of our certificate of incorporation
and bylaws may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might
deem to be in its, his or her best interest. The existence of these provisions might reduce the price that investors would be willing
to pay in the future for shares of our common stock or other securities. These provisions include:
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· |
Special Stockholder Meetings. Only a majority of the members of our board of directors, or a duly authorized committee thereof, may call a special meeting of stockholders; however, if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any certificate of designations filed under Section 151(g) of the DGCL, then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified. |
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Advance Notification of Shareholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. The bylaws do not give the board of directors the power to approve or disapprove shareholder nominations of candidates or proposals regarding business to be conducted at a special or annual meeting of the shareholders. Our bylaws provide that shareholders seeking to nominate candidates for election to the board of directors at an annual or special meeting of shareholders or seeking to bring business before an annual meeting must provide timely notice of their proposal in writing to our corporate secretary. Generally, to be timely, a shareholder’s notice regarding an annual meeting of shareholders must be received at our principal executive offices not less than 120 days prior to the first anniversary of the previous year’s annual meeting of shareholders. Our bylaws also specify requirements as to the form and content of a shareholder’s notice, which may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. In addition, these provisions may impede shareholder’s ability to bring matters before an annual meeting of shareholders or to make nominations for directors. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us. |
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Authorized but Unissued Shares. Our board of directors could issue a series of preferred stock that could, depending on the terms of such series, delay, defer, discourage or prevent an attempt to acquire our company or an otherwise change in control of our company. Our board of directors may designate and issue authorized but unissued shares of preferred stock (as well as issue shares of authorized but unissued common stock) without further action by stockholders, subject to certain limitations imposed by the NASDAQ Stock Market. If the approval of stockholders is not required for the issuance of shares of our common stock or preferred stock, our board of directors may determine to issue shares without seeking stockholders’ approval. The issuance of shares in connection with the implementation of a stockholder rights plan may be utilized in an effort to dilute the stock ownership and voting power of persons seeking to obtain control of our company. Our board of directors may also issue shares to investors who would support our board of directors in opposing an unsolicited takeover bid. Our board of directors would make any determination to issue such shares based on its judgment as to the best interests of our company and our stockholders. |
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Vacancies in our Board of Directors. Our certificate of incorporation and bylaws provide that vacancies shall be filled pursuant to a resolution adopted by a majority of the remaining members of our board of directors then in office, although less than a quorum, or by a sole remaining director. In addition, whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors under the terms of our certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director shall hold office until his or her successor is elected and qualified, unless the director dies, resigns or otherwise leaves the board of directors before then. |
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No Cumulative Voting. The DGCL provides that stockholders of a Delaware corporation are not entitled to the right to cumulate votes in the election of directors unless its certificate of incorporation provides otherwise. Our certificate of incorporation does not permit stockholders to cumulate votes in the election of directors. |
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Transfer Restrictions. Our certificate of incorporation contains provisions generally restricting any direct or indirect transfer of shares of our capital stock where the transferee(s), individually or collectively, is or would become a “5-percent shareholder,” as such term is defined in the U.S. Internal Revenue Service Treasury Regulation ss. 1.382-2T(g) (referred to herein as the Treasury Regulation), or would increase the ownership percentage of an existing 5-percent shareholder. Such transfer restrictions are intended to preserve certain of our tax assets and any attempted transfer of our capital stock to a 5-percent shareholder in violation of the provisions of our certificate of incorporation will be void ab initio. Under the Treasury Regulation, 5-percent shareholder generally means an individual or group that owns five percent or more of the applicable company, however, the Treasury Regulation is complex and you are encouraged to consult with your tax advisors to determine whether or not you are a 5-percent shareholder for purposes of the Treasury Regulation. |
Limitations on Liability and Indemnification Provisions
Section 102(b)(7) of the DGCL authorizes corporations
to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of
directors’ fiduciary duties. Our certificate of incorporation contains a provision that eliminates the personal liability of a director
to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.
Our certificate of incorporation and bylaws
also include provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner
permissible under, applicable state and federal law, including the DGCL. We have also entered into separate indemnification agreements
with our officers and directors, pursuant to which we agreed to indemnify the officer or director against all liabilities relating to
his or her position as an officer or director of our company, or as an employee, agent, officer or director of any other entity if the
officer or director is serving in that capacity at our request, to the fullest extent permitted under applicable law.
Our certificate of incorporation and bylaws
also expressly authorize us to carry directors’ and officers’ insurance for the benefit of our directors, officers, employees
and agents. We maintain policies insuring our officers and directors against certain civil liabilities, including liabilities under the
Securities Act. The effect of this insurance is to indemnify any of our officers or directors against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement, incurred by an officer or director upon a determination that such person acted
in good faith. We pay the premiums for this insurance. We believe that these indemnification provisions and insurance are useful to attract
and retain qualified directors and executive officers.
The limitation of liability and indemnification
provisions in our certificate of incorporation and bylaws may discourage our stockholders from bringing a lawsuit against directors for
breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against
directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, the stockholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have
been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In addition, indemnification for violations of state securities laws may be limited by applicable laws.
DESCRIPTION OF PREFERRED STOCK
We may issue, separately or together with, or
upon conversion, exercise or exchange of other securities, preferred stock as set forth in the applicable prospectus supplement. Subject
to the limitations imposed by law and the rules of the NASDAQ Stock Market, our board of directors is authorized to designate and issue
up to 30,000,000 shares of preferred stock in one or more series, without further stockholder approval.
Our board of directors is authorized from time
to time to fix the designations and the powers, preferences and relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including, without limitation, the dividend rate, conversion or exchange rights, redemption price
and liquidation preference, of any series of shares of preferred stock, and to fix the number of shares constituting any such series,
and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). Any
or all of these rights may be superior to the rights of our common stock.
We will set forth in the applicable prospectus
supplement a description of any series of preferred stock that may be offered pursuant to this prospectus, including:
| · | the designation and stated value of that series; |
| · | the number of shares of preferred stock we are offering; |
| · | the public offering price at which the shares of preferred stock will be sold; |
| · | the dividend rate of that series, the conditions and dates upon which those dividends will be payable,
whether those dividends will be cumulative or noncumulative, and, if cumulative, the date from which dividends will accumulate; |
| · | the process for any auction and remarketing, if any; |
| · | the relative ranking and preferences of that series as to dividend rights and rights upon any liquidation,
dissolution or winding up of the affairs of our company; |
| · | any redemption, repurchase, or sinking fund provisions; |
| · | any conversion or exchange rights of the holder or us; |
| · | any voting rights; |
| · | any preemptive rights; |
| · | any restrictions on transfer, sale or other assignment; |
| · | any restrictions on further issuances; |
| · | whether interests in the preferred stock will be represented by depositary shares; |
| · | a discussion of any material United States federal income tax considerations applicable to the preferred
stock; |
| · | any application for listing of that series on any securities exchange or market; |
| · | any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity
with the series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our company’s
affairs; and |
| · | any other specific terms, preferences, rights or limitations of, or restrictions on, that series of preferred
stock. |
The issuance of preferred stock will affect,
and may adversely affect, the rights of holders of our common stock.
It is not possible to state the actual effect
of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the
specific rights, preferences and privileges attached to that series of preferred stock. The effects of issuing preferred stock could include
one or more of the following:
| · | restricting dividends on our common stock; |
| · | diluting the voting power of holders of our common stock; |
| · | impairing the liquidation rights of holders of our common stock; or |
| · | delaying or preventing changes in control or management. |
As of the date of this prospectus, no shares
of preferred stock are outstanding and our board of directors has made no provision for this issuance of any series of preferred stock.
DESCRIPTION OF DEBT SECURITIES
We may issue senior debt securities or subordinated
debt securities (any of which may be convertible or not convertible). We use the term “debt securities” in this prospectus
to refer to both senior debt securities and subordinated debt securities. No debt securities will be secured by any of our property or
assets or the property or assets of any of our subsidiaries. No debt securities will be guaranteed by any of our subsidiaries or any other
person or entity. Thus, by owning a debt security, you will be an unsecured creditor of RadNet.
The senior debt securities will be issued under
our senior debt indenture described below and will rank equally with all of our other unsecured and unsubordinated debt. The subordinated
debt securities will be issued under our subordinated debt indenture described below and will be subordinate in right of payment to all
of our “senior debt,” as defined in the subordinated debt indenture. We use the term “indentures” in this prospectus
to refer to both the senior debt indenture and the subordinated debt indenture. Neither indenture limits our ability to incur additional
unsecured indebtedness, unless otherwise described in the prospectus supplement relating to any series of debt securities.
The following summary does not purport to be
complete and is subject to, and is qualified in its entirety by reference to, all provisions of the indentures, including definitions
of various terms contained in the indentures. Copies of the entire indentures are exhibits to the registration statement of which this
prospectus is a part, and are incorporated herein by reference. We encourage you to read the full text of the indentures, which you can
obtain links to under the “Exhibits” listed elsewhere in this prospectus. While the terms we have summarized below will apply
generally to any future debt securities we may offer under this prospectus, the applicable prospectus supplement or free writing prospectus
will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms
of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below.
RadNet is a holding company and a legal entity
separate and distinct from its subsidiaries through which RadNet conducts its operations and which generate all of RadNet’s operating
income and cash flow. As a result, RadNet’s only source of funds to meet its obligations to make payments under any debt securities,
as well as its other payment obligations, its distributions or advances from its subsidiaries. Contractual provisions, laws or regulations
may limit the ability of RadNet to obtain the necessary funds from its subsidiaries to satisfy its payment obligations. RadNet’s
rights to participate in the distribution of assets of its subsidiaries are effectively subordinate to the claims of creditors, including
trade creditors, of those subsidiaries, except to the extent that RadNet itself may be a creditor of a particular subsidiary with recognized
claims. Accordingly, except to the extent that RadNet itself may be a creditor of a subsidiary with recognized claims, RadNet’s
obligations under its debt securities will be effectively subordinated to all existing and future indebtedness and liabilities of its
subsidiaries.
The Indentures
The senior debt securities and the subordinated
debt securities are each governed by an agreement called an indenture – the senior debt indenture, in the case of the senior debt
securities, and the subordinated debt indenture, in the case of the subordinated debt securities. Each indenture is a contract between
us and the trustee under the indenture. The indentures are substantially identical, except for the provisions relating to subordination,
which are included only in the subordinated debt indenture.
At or prior to the time of offering of any series
of debt securities, we will appoint a trustee under the applicable indenture. We will identify the trustee in the prospectus supplement
offering any series of debt securities.
The trustee under each indenture has two principal
roles:
| · | The trustee can enforce the rights of the holders against us if we default on our obligations under the
terms of the indenture or the debt securities. There are some limitations on the extent to which the trustee acts on behalf of the holders,
described below under the heading “Events of Default.” |
| · | The trustee performs administrative duties for us, such as sending interest payments and notices to holders,
and transferring a holder’s debt securities to a new buyer if a holder sells. |
Reference to the indenture or the trustee with
respect to any debt securities, means the indenture under which those debt securities are issued and the trustee under that indenture.
Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement or free writing prospectus the terms on which a series of debt securities may be convertible into or exchangeable for our common
stock, our preferred stock or other securities (including securities of a third-party). We will include provisions as to whether conversion
or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares
of our common stock, our preferred stock or other securities (including securities of a third-party) that the holders of the series of
debt securities receive would be subject to adjustment.
Terms
We may issue as many distinct series of debt
securities as we wish under either debt indenture. The provisions of each indenture allow us not only to issue debt securities with terms
different from those previously issued under that indenture, but also to “reopen” a previous issue of a series of debt securities
and issue additional debt securities of that series. We may issue debt securities in amounts that exceed the total amount specified on
the cover of a prospectus supplement at any time without notification or consent.
This section summarizes the material terms of
the debt securities that are common to all series, although the prospectus supplement which describes the terms of each series of debt
securities may also describe differences from the material terms summarized here. This summary is subject to and qualified by reference
to the description of the particular terms of any series described in the applicable prospectus supplement. Those terms may vary from
the terms described in this prospectus. There may also be a further prospectus supplement, known as a pricing supplement or free writing
prospectus, which contains the precise terms of debt securities you may be offered.
In this summary, we describe the meaning of
only some of the more important terms. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or
in the prospectus supplement, such sections or defined terms are incorporated by reference here or in the prospectus supplement. You must
look to the indenture for the most complete description of what we describe in summary form in this prospectus.
We may issue the debt securities as original
issue discount securities, which will be offered and sold at a substantial discount below their stated principal amount. The prospectus
supplement relating to the original issue discount securities will describe federal income tax consequences and other special considerations
applicable to them. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies or currency
units, as described in more detail in the prospectus supplement relating to any of the particular debt securities.
The prospectus supplement relating to a series
of debt securities will describe the terms of the series, including:
| · | the title of the series of debt securities; |
| · | whether they are senior debt securities or subordinated debt securities; |
| · | any limit on the aggregate principal amount of the series of debt securities; |
| · | the person to whom interest on a debt security is payable, if other than the holder on the regular date; |
| · | the stated maturity; |
| · | the specified currency, currencies or currency, units for principal and interest, if not U.S. dollars; |
| · | the rate or rates, which may be fixed or variable per annum, at which the series of debt securities will
bear interest, if any, and the date or dates from which that interest, if any, will accrue; |
| · | the place or places where the principal of, premium, if any, and interest on the debt securities will
be payable; |
| · | the denominations in which the debt securities will be issuable, if other than denominations of $1,000
and any integral multiple of $1,000; |
| · | any mandatory or optional sinking funds or similar provisions or provisions for redemption at the option
of the issuer; |
| · | the date, if any, after which and the price or prices at which the series of debt securities may, in accordance
with any option or mandatory redemption provisions, be redeemed and the other detailed terms and provisions of those optional or mandatory
redemption provisions, if any; |
| · | any index or formula used to determine the amount of payments of principal of and any premium and interest
on the debt securities; |
| · | if the debt securities may be converted into or exchanged for our common stock, preferred stock or other
securities, the terms on which such conversion or exchange may occur, including whether conversion or exchange is mandatory, at the option
of the holder or at our option, the period during which conversion or exchange may occur, the initial conversion or exchange rate and
the circumstance or manner in which the amount of common or preferred stock issuable upon conversion or exchange may be adjusted or calculated
according to the market price of our common stock or preferred stock or such other securities; |
| · | if the debt securities are original issue discount debt securities, the yield to maturity; |
| · | the applicability of any provisions described under the heading “Defeasance and Covenant Defeasance”
below; |
| · | any event of default under the series of debt securities, if different from those described under the
heading “Event of Default” below; |
| · | the names and duties of any co-trustees, authenticating agents, paying agents, transfer agents or registrars
for the debt securities; |
| · | if the series of debt securities will be issuable only in the form of a global security, the depositary
or its nominee with respect to the series of debt securities and the circumstances under which the global security may be registered for
transfer or exchange in the name of a person other than the depository or the nominee; |
| · | if the debt securities are guaranteed, the identity of the subsidiary guarantors providing the guarantees
and a description of the terms of the guarantees; and |
| · | any other terms of the debt securities, which could be different from or in addition to those described
in this prospectus. |
Form, Exchange and Transfer
Unless we indicate otherwise in the prospectus
supplement, the debt securities will be issued (1) only in fully registered form and (2) in denominations of $1,000 and integral multiples
of $1,000.
Holders may exchange their debt securities for
debt securities of the same series in any authorized denominations, as long as the total principal amount is not changed.
Holders may exchange or transfer their debt
securities at the office of the trustee. They may also replace lost, stolen or mutilated debt securities at that office. The trustee acts
as our agent for registering debt securities in the names of the holders and transferring debt securities.
Holders will not be required to pay a service
charge to transfer or exchange their debt securities, but they may be required to pay for any tax or other governmental charge associated
with the registration, exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is
satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities.
If a debt security is issued as a global debt
security, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since the depositary
will be the sole holder of the debt security.
If a debt security is issued as a registered
global debt security, only the depositary – such as DTC, Euroclear and Clearstream, each as defined in the section “Legal
Ownership of Securities” below – will be entitled to transfer and exchange the debt security as described in this subsection,
since the depositary will be the sole holder of the debt security. Those who own beneficial interests in a global security do so through
participants in the depositary’s securities clearance system, and the rights of these indirect owners will be governed solely by
the applicable procedures of the depositary and its participants. We describe book-entry procedures in the section “Legal Ownership
of Securities” below.
We will not deposit money on a regular basis
into any separate custodial account to repay the debt securities. In addition, we will not be entitled to redeem a debt security before
its stated maturity unless the prospectus supplement specifies a redemption commencement date. You will not be entitled to require us
to buy a debt security from you before its stated maturity unless your prospectus supplement specifies one or more repayment dates.
If the debt securities are redeemable and we
redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of debt securities during the
period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the
list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption,
except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed.
The rules for exchange described above apply
to an exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, or exchangeable
into or for a different kind of security, the terms governing that type of conversion or exchange will be described in the prospectus
supplement.
Payment and Paying Agents
If interest is due on a debt security on an
interest payment date, we will pay the interest to the person in whose name the debt security is registered at the close of business on
the regular record date relating to the interest payment date as will be specified in the applicable prospectus supplement. If interest
is due at maturity but on a day that is not an interest payment date, we will pay the interest to the person entitled to receive the principal
of the debt security. If principal or another amount besides interest is due on a debt security at the stated maturity, we will pay the
amount to the holder of the debt security against surrender of the debt security at a proper place of payment or, in the case of a global
debt security, in accordance with the applicable policies of the depositary.
We will make payments on a global security in
accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments
directly to the depositary, or its nominee, and not to any indirect owners who own beneficial interests in the global security.
Book-entry and other indirect holders should
consult their banks, brokers or other financial institutions for information on how they will receive payments.
We will make payments on a debt security in
non-global, registered form as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment
date to the holder at his or her address shown on the trustee’s records as of the close of business on the regular record date.
We will make all other payments by check to the paying agent against surrender of the debt security.
All payments will be made in U.S. Dollars unless
the prospectus supplement provides otherwise. If payments are to be made in currency other than U.S. Dollars, such payments for debt security
in non-global, registered form will be made by wire transfer of immediately available funds to any account that is maintained in the applicable
specified currency at a bank designated by the holder and which is acceptable to us and the trustee. To designate an account for wire
payment, the holder must give the paying agent appropriate wire instructions at least five business days before the requested wire payment
is due. If we are obligated to make a payment in a specified currency other than U.S. Dollars, and the specified currency or any successor
currency is not available to us due to circumstances beyond our control, we will be entitled to satisfy our obligation to make the payment
by making the payment in U.S. Dollars, on the basis of the exchange rate determined by the designated exchange agent, in its discretion.
We may appoint one or more financial institutions
to act as our paying agents, at whose designated offices debt securities in non-global entry form may be surrendered for payment at their
maturity. We call each of those offices a paying agent. We may add, replace or terminate paying agents from time to time. We may also
choose to act as our own paying agent. Initially, the appointed trustee will act as the paying agent.
Regardless of who acts as paying agent, all
money paid by us to a paying agent that remains unclaimed at the end of two years after the amount is due to a holder will be repaid to
us. After that two-year period, the holder may look only to us for payment and not to the trustee, any other paying agent or anyone else.
Notices
Notices to be given to holders of a global debt
security will be given only to the depositary, in accordance with its applicable policies as in effect from time to time. Notices to be
given to holders of debt securities not in global form will be sent by mail to the respective addresses of the holders as they appear
in the trustee’s records. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular
holder, will affect the sufficiency of any notice given to another holder.
Mergers and Similar Transactions
Under the terms of the applicable indenture,
we will generally be permitted to merge or consolidate with another entity. We will also generally be permitted to sell our assets substantially
as an entirety to another entity. With regard to any series of debt securities, however, unless otherwise indicated in the applicable
prospectus supplement, we may not take any of these actions unless all of the following conditions are met:
| · | If we are not the successor entity in the transaction, the successor entity must be a corporation, partnership,
limited liability company or trust organized under the laws of the United States, any state in the United States or the District of Columbia
and must expressly assume our obligations under the debt securities of that series and the indenture with respect to that series. |
| · | Immediately after giving effect to the transaction, no default under the debt securities of that series
has occurred and is continuing. For this purpose, “default under the debt securities of that series” means an event of default
with respect to that series or any event that would be an event of default with respect to that series if the requirements for giving
us a default notice and for our default having to continue for a specific period of time were disregarded. |
| · | We have delivered to the trustee an officers’ certificate and opinion of counsel, each stating that
the transaction complies in all respects with the indenture. |
If the conditions described above are satisfied
with respect to the debt securities of any series, we will not need to obtain the approval of the holders of those debt securities in
order to merge or consolidate or to sell our assets. Also, these conditions will apply only if we wish to merge or consolidate with another
entity or sell our assets substantially as an entirety to another entity. We will not need to satisfy these conditions if we enter into
other types of transactions, including any transaction in which we acquire stock or assets of another entity, any transaction that involves
a change of control of us but in which we do not merge or consolidate and any transaction in which we sell less than substantially all
of our assets.
Defeasance and Covenant Defeasance
Any series of issued debt securities may be
subject to the defeasance and discharge provisions of the applicable indenture. Under those provisions, the debt securities of any series
may authorize us to elect to:
| · | defease and to discharge us from any and all obligations with respect to those debt securities, except
for the rights of holders of those debt securities to receive payments on the securities solely from the trust fund established pursuant
to the applicable indenture and the obligations to exchange or register the transfer of the securities, to replace temporary or mutilated,
destroyed, lost or stolen securities, to maintain an office or agency with respect to the securities and to hold moneys for payment in
trust, which we refer to as a defeasance; or |
| · | to be released from our obligations with respect to those debt securities to comply with the restrictive
covenants which are subject to covenant defeasance, and the occurrence of certain events of default with respect to those restrictive
covenants shall no longer be an event default, which we refer to as a covenant defeasance. |
To invoke defeasance or covenant defeasance
with respect to any series of debt securities, we must irrevocably deposit with a trustee, in trust, money or U.S. Government obligations,
or both, which will provide money in an amount sufficient to pay all sums due on that series.
As a condition to defeasance or covenant defeasance,
we must deliver to the applicable indenture trustee an officers’ certificate and an opinion of counsel stating that holders of the
applicable debt securities will not recognize gain or loss for federal income tax purposes as a result of the defeasance or covenant defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
we did not elect the defeasance or covenant defeasance. We may exercise our defeasance option with respect to the securities notwithstanding
our prior exercise of our covenant defeasance option. If we exercise our defeasance option, payment of the securities may not be accelerated
by the reference to restrictive covenants which are subject to covenant defeasance. If we do not comply with our remaining obligations
after exercising our covenant defeasance option and the debt securities are declared due and payable because of the occurrence of any
event of default, the amount of money and U.S. Government obligations on deposit in the defeasance trust may be insufficient to pay amounts
due on the securities at the time of the acceleration. However, we will remain liable for those payments.
Modification and Waiver of the Debt Securities
We may change or modify either of the indentures
without the consent of the holders of the debt securities so long as such changes are limited to clarifications and/or changes that would
not adversely affect the debt securities of that series in any material respect. We may also make changes that may affect the debt securities
that have yet to be issued under the applicable indentures without the approval of any holders.
If the proposed change shall affect the debt
securities of a particular series then we must obtain approval of the holders of a majority in principal amount of the debt securities
of that series. If the proposed change will affect the debt securities of more than one series of debt securities issued under the applicable
indenture then we must obtain approval of the holders of a majority in principal amount of each series affected by the change.
We may not amend the subordinated debt indenture
to alter the subordination of any outstanding subordinated debt securities without the written consent of each holder of senior debt then
outstanding who would be adversely affected. In addition, we may not modify the subordination provisions of the subordinated debt indenture
in a manner that would adversely affect the outstanding subordinated debt securities of any one or more series in any material respect,
without the approval of the holders of a majority in aggregate principal amount of all affected series, voting together as one class.
In each case, the required approval must be
given by written consent.
Book-entry and other indirect holders should
consult their banks, brokers or other financial institutions for information on how approval may be granted or denied if we seek to change
or modify either indenture or the debt securities or request a waiver.
Subordination Provisions
Holders of subordinated debt securities should
recognize that contractual provisions in the subordinated debt indenture may prohibit us from making payments on those securities. Subordinated
debt securities are subordinate and junior in right of payment, to the extent and in the manner stated in the subordinated debt indenture,
to all of our senior debt, as defined in the subordinated debt indenture, as it may be supplemented from time to time, including all debt
securities we have issued and will issue under the senior debt indenture.
The subordinated debt indenture defines “senior
debt” as the principal of (and premium, if any) and interest (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to us) on all of our indebtedness (including indebtedness of others guaranteed by us), other
than the subordinated debt securities, whether outstanding on the date of the indenture or thereafter created, incurred or assumed, which
is (i) for money borrowed, (ii) evidenced by a note or similar instrument given in connection with the acquisition of any businesses,
properties or assets of any kind or (iii) obligations of ours as lessee under leases required to be capitalized on the balance sheet of
the lessee under generally accepted accounting principles or leases of property or assets made as part of any sale and lease-back transaction
to which we are a party, including amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation,
unless in any case in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding,
it is provided that such indebtedness or obligation is not superior in right of payment to the subordinated debt securities.
The subordinated debt indenture provides that,
unless all principal of and any premium or interest on the senior debt has been paid in full, no payment or other distribution may be
made in respect of any subordinated debt securities in the following circumstances:
| · | in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization
or other similar proceeding involving us or our assets; |
| · | (a) in the event and during the continuation of any default in the payment of principal, premium or interest
on any senior debt beyond any applicable grace period or if any event of default with respect to any senior debt of ours has occurred
and is continuing, permitting the holders of that senior debt of ours or a trustee to accelerate the maturity of that senior debt, unless
the event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded, or (b) if any judicial
proceeding is pending with respect to a payment default or an event of default described in clause (a); or |
| · | in the event that any subordinated debt securities have been declared due and payable before their stated
maturity. |
If the trustee under the subordinated debt indenture
or any holders of the subordinated debt securities receive any payment or distribution that they know is prohibited under the subordination
provisions, then the trustee or the holders will have to repay that money to the holders of the senior debt.
Even if the subordination provisions prevent
us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under
that series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the holders
of that series can take action against us, but they will not receive any money until the claims of the holders of senior debt have been
fully satisfied.
Events of Default
Unless the applicable prospectus supplement
provides otherwise, when we refer to an event of default with respect to any series of debt securities, we mean any of the following:
| · | failure to pay interest on any debt security of that series within 30 days after its due date; |
| · | failure to pay the principal of or any premium on any debt security of that series on the due date; |
| · | failure to deposit a sinking fund payment with regard to any debt security of that series on the due date,
but only if the payment is required under the applicable prospectus supplement; |
| · | we remain in breach of any covenant we make in the indenture for the benefit of the relevant series for
90 days after we receive a written notice of default stating that we are in breach and requiring us to remedy the breach. The notice must
be sent by the trustee or the holders of at least a majority in principal amount of the relevant series of debt securities; or |
| · | the occurrence of specified bankruptcy, insolvency or reorganization events. |
An event of default for one series of debt securities
does not necessarily constitute an event of default for any other series. The trustee may withhold notice to the debt securities holders
of any default, except a payment default, if it considers such action to be in the holders’ interests.
If the specified bankruptcy, insolvency or reorganization
events occur, the entire principal of all the debt securities of that series will be due and payable immediately. If any other event of
default occurs and continues, the trustee, or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the series, may declare the entire principal of all the debt securities of that series to be due and payable immediately. If this happens,
and the issuer cures the event of default in the manner specified in the applicable indenture, the holders of a majority of the aggregate
outstanding principal amount of the debt securities of that series can void the acceleration of payment.
The indentures provide that the trustee has
no obligation to exercise any of its rights at the direction of any holders, unless the holders offer the trustee reasonable indemnity.
If they provide this indemnification, the holders of a majority in principal amount of any series of debt securities have the right to
direct any proceeding, remedy, or power available to the trustee with respect to that series.
Book-entry and other indirect holders should
consult their banks, brokers or other financial institutions for information on how to give notice or direction to or make a request of
the trustee and to make or cancel a declaration of acceleration.
We will provide the trustee every year with
a written statement of certain of our officers certifying that to their knowledge we are in compliance with the applicable indenture and
the debt securities issued under it, or else specifying any default.
The Trustee
If we offer a series of debt securities, we
will identify the banking or financial institution which will act as trustee under the applicable indenture in the prospectus supplement
for that offering. If a single banking or financial institution acts as trustee with respect to both the indentures, and a default occurs
with respect to any series of debt securities, the banking or financial institution would generally be required to resign as trustee under
one of the indentures within 90 days of the default, unless the default were cured, duly waived or otherwise eliminated.
Governing Law
Unless otherwise specified in an applicable
prospectus supplement, New York law will govern the indentures and the debt securities.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of shares
of common stock, preferred stock or debt securities in one or more series. We may issue warrants independently or together with shares
of common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities.
We will set forth in the applicable prospectus
supplement a description of any series of warrants that may be offered pursuant to this prospectus, including:
| · | the title of the warrants; |
| · | the aggregate number of the warrants; |
| · | the price or prices at which the warrants will be issued; |
| · | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock
or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased
upon such exercise; |
| · | the designation, aggregate principal amount, denominations and terms of the debt securities purchasable
upon exercise of a warrant to purchase debt securities and the price at which the debt securities may be purchased upon exercise; |
| · | if applicable, the date on and after which the warrants and the related securities will be separately
transferable; |
| · | the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements
and the warrants; |
| · | the terms of any rights to redeem or call the warrants; |
| · | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon
exercise of the warrants; |
| · | the date on which the right to exercise the warrants will commence and the date on which the right will
expire; |
| · | if applicable, the minimum or maximum number of warrants that may be exercised at any one time; |
| · | the manner in which the warrant agreements and warrants may be modified; |
| · | information relating to book-entry procedures, if any; |
| · | if applicable, a discussion of material United States federal income tax considerations of holding or
exercising the warrants; and |
| · | any other terms of the warrants, including terms, procedures and limitations relating to the exchange
and exercise of the warrants. |
Before exercising their warrants, holders of
warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
| · | in the case of warrants to purchase debt securities, the right to receive payments of principal of, or
premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or |
| · | in the case of warrants to purchase common stock or preferred stock, the right (a) to receive dividends,
if any, or payments upon our liquidation, dissolution or winding up, or (b) to exercise voting rights, if any. |
We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant
agreement, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before
the issuance of the related series of warrants. We urge you to read the applicable prospectus supplements related to the particular series
of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the warrant agreements and
warrant certificates that contain the terms of the warrants.
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase
our securities. These subscription rights may be issued independently or together with any other security offered hereby and may or may
not be transferable by the stockholder receiving the subscription rights in such offering.
We will set forth in the applicable prospectus
supplement a description of any subscription rights that may be offered pursuant to this prospectus, including:
| · | whether common stock, preferred stock, or warrants for those securities will be offered under the stockholder
subscription rights; |
| · | the price, if any, for the subscription rights; |
| · | the exercise price payable for each security upon the exercise of the subscription rights; |
| · | the number of subscription rights issued to each stockholder; |
| · | the number and terms of the securities which may be purchased per each subscription right; |
| · | the extent to which the subscription rights are transferable; |
| · | any other terms of the subscription rights, including the terms, procedures and limitations relating to
the exchange and exercise of the subscription rights; |
| · | the date on which the right to exercise the subscription rights shall commence, and the date on which
the subscription rights shall expire; |
| · | the extent to which the subscription rights may include an over-subscription privilege with respect to
unsubscribed securities; |
| · | if appropriate, a discussion of material U.S. federal income tax considerations; and |
| · | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by
us in connection with the offering of subscription rights. |
If the subscription rights are offered pursuant
to a subscription rights certificate, we will file as an exhibit to the registration statement of which this prospectus is a part, or
will incorporate by reference from reports that we file with the SEC, the form of subscription rights certificate that describes the terms
of the particular subscription rights we are offering before the issuance of the subscription rights. We urge you to read the applicable
prospectus supplements related to the particular subscription rights that we may offer under this prospectus, as well as any related free
writing prospectuses, and the subscription rights certificate, if any.
DESCRIPTION OF UNITS
We may issue units comprised of one or more
of the other securities described in this prospectus or any prospectus supplement in any combination. We will set forth in the applicable
prospectus supplement a description of any units that may be offered pursuant to this prospectus. Unless otherwise stated in the applicable
prospectus supplement, each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations of
a holder, of each security included in the unit. The units may be issued under unit agreements to be entered into between us and a unit
agent, which may provide that the securities included in the unit may not be held or transferred separately, at any time or times before
a specified date or upon the occurrence of a specified event or occurrence.
If units are offered pursuant to a unit agreement,
we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of unit agreement that describes the terms of the particular units we are offering before the issuance
of the units. We urge you to read the applicable prospectus supplements related to the particular units that we may offer under this prospectus,
as well as any related free writing prospectuses, the actual provisions of the unit and/or any unit agreement.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or
in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have
securities registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this
purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that are not registered in their own names as “indirect holders”
of those securities. As we discuss below, indirect holders are not legal holders and investors in securities issued in book-entry form
or in street name will be indirect holders.
Legal Holders
Our obligations, as well as the obligations
of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do
not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This
will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities
only in global form.
For example, once we make a payment or give
a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements
with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want
to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply
with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders, and
not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.
Special Considerations For Indirect Holders
If you hold securities through a bank, broker
or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
| · | how it handles securities payment and notices; |
| · | whether it imposes fees or charges; |
| · | how it would handle a request for the holders’ consents, if ever required; |
| · | whether and how you can instruct it to send your securities registered in your own name so you can be
a registered holder; |
| · | how it would exercise rights under the securities if there were a default or other event triggering the
need for holders to act to protect their interests; and |
| · | if the securities are in book-entry form, how the depositary’s rules and procedures will affect
these matters. |
Book-Entry Holders
We may issue securities in book-entry form only,
as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities
registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate
in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is
registered is recognized as the holder of that security. Securities issued in global form will be registered in the name of the depositary
or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities,
and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants,
which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a book-entry security
will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities
are issued in global form, investors will be indirect holders, and not holders, of the securities.
Street Name Holders
We may terminate a global security or issue
securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.”
Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the
investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at
that institution.
For securities held in street name, we will
recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders
of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive
to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are
legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Global Securities
A global security is a security that represents
one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities
will have the same terms.
Each security issued in book-entry form will
be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select.
The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus
supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry
form.
A global security may not be transferred to
or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations
arise. We describe those situations below under “Special Situations When a Global Security Will Be Terminated.” As a result
of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a
global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held
by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another
institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but
only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular
security indicates that the security will be issued in global form only, then the security will be represented by a global security at
all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
As an indirect holder, an investor’s rights
relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.
If securities are issued only in the form of
a global security, an investor should be aware of the following:
| · | an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global
certificates for his or her interest in the securities, except in the special situations we describe below; |
| · | an investor will be an indirect holder and must look to his or her own bank or broker for payments on
the securities and protection of his or her legal rights relating to the securities, as we describe above; |
| · | an investor may not be able to sell interests in the securities to some insurance companies and to other
institutions that are required by law to own their securities in non-book-entry form; |
| · | an investor may not be able to pledge his or her interest in a global security in circumstances where
certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to
be effective; |
| · | the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security. We and any applicable trustee have no responsibility
for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also
do not supervise the depositary in any way; |
| · | the depositary may, and we understand that DTC will, require that those who purchase and sell interests
in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as
well; and |
| · | financial institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating
to the securities. |
There may be more than one financial intermediary
in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When A Global Security Will Be Terminated
In a few special situations described below,
the global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After
that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult
their own banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct
holders. We have described the rights of holders and street name investors above.
A global security will terminate when the following
special situations occur:
| · | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary
for that global security and we do not appoint another institution to act as depositary within 90 days; |
| · | if we notify any applicable trustee that we wish to terminate that global security; or |
| · | if an event of default has occurred with regard to securities represented by that global security and
has not been cured or waived. |
The applicable prospectus supplement may also
list additional situations for terminating a global security that would apply only to the particular series of securities covered by the
prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding
the names of the institutions that will be the initial direct holders.
SELLING STOCKHOLDERS
This prospectus also relates to the possible
resale or other disposition by certain stockholders who acquired shares of our common stock directly from us. Such stockholders are referred
to as “selling stockholders” in this prospectus. Information about selling security holders, if any, will be set forth in
the applicable prospectus supplement, in a post-effective amendment, or in other filings we make with the SEC which are incorporated by
reference.
PLAN OF DISTRIBUTION
We or selling stockholders may sell the securities
offered under this prospectus from time to time in any one or more of the following ways:
| · | to or through underwriters, brokers or dealers (acting as agent or principal); |
| · | directly to one or more other purchasers; |
| · | upon the exercise of rights distributed or issued to our security holders; |
| · | through a block trade in which the broker or dealer engaged to handle the block trade will attempt to
sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | in “at the market” offerings within the meanings of Rule 415(a)(4) under the Securities Act
or through a market maker or into an existing market, on an exchange, or otherwise; |
| · | directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise; |
| · | through agents on a best-efforts basis; |
| · | through any other method permitted pursuant to applicable law; or |
| · | otherwise through a combination of any of the above methods of sale. |
Sales of securities may be effected from time
to time in one or more transactions, including negotiated transactions:
| · | at a fixed price or prices, which may be changed; |
| · | at market prices prevailing at the time of sale; |
| · | at prices related to prevailing market prices; or |
| · | at negotiated prices. |
Any selling stockholder will act independently
of us in making decisions with respect to the timing, manner and size of each sale of shares of common stock covered by this prospectus.
Each time that we or selling stockholders sell
securities pursuant to this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution
and set forth the terms and conditions of the offering of such securities, including the following information:
| · | the terms of the offering; |
| · | the names of any underwriters, dealers or agents; |
| · | the name or names of any managing underwriter or underwriters; |
| · | the purchase price of the securities; |
| · | the net proceeds to us, if any, from the sale of the securities; |
| · | any underwriting discounts, concessions, commissions or agency fees and other items constituting underwriters’,
dealers’ or agents’ compensation; |
| · | any delayed delivery arrangements; and |
| · | estimated offering expenses. |
We may engage in at-the-market offerings into
an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. Any at-the market offering will be through an underwriter
or underwriters acting as principal or agent for us.
We may issue to our existing security holders,
through a dividend or similar distribution, subscription rights to purchase shares of our common stock or preferred stock, which may or
may not be transferable. In any distribution of subscription rights to our existing security holders, if all of the underlying securities
are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more
underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. The applicable
prospectus supplement will describe the specific terms of any offering of our common stock or preferred stock through the issuance of
subscription rights, including, if applicable, the material terms of any standby underwriting or purchase arrangement. The anticipated
date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the
offering.
Sale Through Underwriters or Dealers.
The securities may be offered to the public
either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless
otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be
subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any
are purchased. Any public offering price and any discount or concession allowed or reallowed or paid by underwriters or dealers to other
dealers may be changed from time to time.
Selling stockholders and broker-dealers or agents
involved in an arrangement to sell any of the offered securities may, under certain circumstances, be deemed to be “underwriters”
within the meaning of the Securities Act. Any profit on such sales and any discount, commission, concession or other compensation received
by any such underwriter, broker-dealer or agent may be deemed an underwriting discount and commission under the Exchange Act. No selling
stockholder has informed us that they have an agreement or understanding, directly or indirectly, with any person to distribute the common
stock covered by this prospectus. If a selling stockholder should notify us that they have a material arrangement with a broker-dealer
for the resale of their shares, we may be required to amend the registration statement of which this prospectus is a part, and file a
prospectus supplement to describe the agreement between the selling stockholder and broker-dealer or agent, provide required information
regarding the plan of distribution, and otherwise revise the disclosure in this prospectus as needed. We also may be required to file
the agreement between the selling stockholder and the broker-dealer as an exhibit to the registration statement. Except as indicated in
the applicable prospectus supplement, the selling stockholder and/or purchasers will pay all discounts, concessions, commissions and similar
selling expenses, if any, that can be attributed to the sale of the shares of such common stock.
We or selling stockholders may grant to the
underwriters options to purchase additional securities at the public offering price, with additional underwriting commissions or discounts,
as applicable, set forth in the prospectus supplement. The terms of any option to purchase additional securities will be set forth in
the prospectus supplement for those securities.
Direct Sales and Sales through Agents
We or selling stockholders may sell the securities
offered through this prospectus directly. In this case, no underwriters, dealers or agents would be involved. Such securities may also
be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the
offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any
agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We or selling stockholders may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of those securities. The terms of any such sales will be described in the prospectus supplement relating to the offer.
Delayed Delivery Contracts
If indicated in the applicable prospectus supplement,
we may authorize underwriters, dealers or agents to solicit offers by certain institutional investors to purchase securities at the public
offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future.
The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will
describe the commission payable for solicitation of those contracts.
Market Making, Stabilization and Other Transactions
All securities we may offer pursuant to this
prospectus, other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a
market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot
guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment
involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities
at any time.
Any underwriters or agents that are qualified
market makers may engage in passive market making transactions in the common stock in accordance with Regulation M under the Exchange
Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive
market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a
passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent
bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain
purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might
otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Derivative Transactions and Hedging
We or selling stockholders may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
The applicable prospectus supplement may indicate that, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities
pledged by us or selling stockholders, or borrowed from us, selling stockholders, or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us or selling stockholders in settlement of those derivatives to
close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified
in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we or selling
stockholders may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities
short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in
our securities, or the securities of such selling stockholders, as applicable, or in connection with a concurrent offering of other securities.
We or selling stockholders may enter into option,
share lending or other types of transactions that require us or selling stockholders, as applicable, to deliver shares of common stock
to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus. We or selling
stockholders may also enter into hedging transactions with respect to our securities. For example, we may enter into option or other types
of transactions that require us to deliver shares of common stock to an underwriter, broker or dealer, who will then resell or transfer
the shares of common stock under this prospectus; or loan or pledge the shares of common stock to an underwriter, broker or dealer, who
may sell the loaned shares or, in the event of default, sell the pledged shares.
Electronic Auctions
We may also make sales through the Internet
or through other electronic means. Since we may from time to time elect to offer securities directly to the public, with or without the
involvement of agents, underwriters or dealers, utilizing the Internet or other forms of electronic bidding or ordering systems for the
pricing and allocation of such securities, you will want to pay particular attention to the description of that system, which we will
provide in a prospectus supplement.
Such electronic system may allow bidders to
directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance
by us, and which may directly affect the price or other terms and conditions at which such securities are sold. These bidding or ordering
systems may present to each bidder, on a so-called “real-time” basis, relevant information to assist in making a bid, such
as the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s individual bids
would be accepted, prorated or rejected. For example, in the case of debt security, the clearing spread could be indicated as a number
of “basis points” above an index treasury note.
Upon completion of such an electronic auction
process, securities will be allocated based on prices bid, terms of bid or other factors. The final offering price at which securities
would be sold and the allocation of securities among bidders would be based in whole or in part on the results of the Internet or other
electronic bidding process or auction.
General Information
Any securities initially sold outside the U.S.
may be resold in the U.S. through underwriters, dealers or otherwise.
To comply with the securities laws of some states,
if applicable, the securities that may be offered pursuant to this prospectus may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.
LEGAL MATTERS
Certain legal matters with respect to the primary
offering contemplated hereby have been passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California. Additional
legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements of RadNet,
Inc. and subsidiaries appearing in RadNet, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2021, and the effectiveness
of RadNet, Inc.’s internal control over financial reporting as of December 31, 2021, have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such
firm as experts in accounting and auditing.
$200,000,000
RadNet, Inc.
Common Stock
PROSPECTUS
SUPPLEMENT
Joint Book-Running Managers
March, 2024
RadNet (NASDAQ:RDNT)
過去 株価チャート
から 4 2024 まで 5 2024
RadNet (NASDAQ:RDNT)
過去 株価チャート
から 5 2023 まで 5 2024