RadNet Inc美股招股说明书(2025-05-21版)

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of iCAD, Inc.: On April 15, 2025, iCAD, Inc. (“iCAD”), RadNet, Inc. (“RadNet”) and Trio Merger Sub, Inc., a wholly-owned subsidiary ofRadNet (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “MergerAgreement”), under which, upon the terms and subject to the conditions set forth therein, if the Merger is completed, Merger Sub willmerge with and into iCAD (the “Merger”), with iCAD surviving as a wholly-owned subsidiary of RadNet. If the Merger is completed, each issued and outstanding share of common stock of iCAD, par value $0.01 per share (“iCADCommon Stock”) (excluding shares held by iCAD as treasury stock or owned by RadNet or Merger Sub or any of their respectivesubsidiaries, in each case, immediately prior to the effective time of the Merger), will be converted into the right to receive 0.0677shares (the “Exchange Ratio”) of common stock of RadNet, par value $0.0001 per share (“RadNet Common Stock”), and, ifapplicable, cash in lieu of fractional shares without interest. This Exchange Ratio is fixed and will not be adjusted for changes in themarket price of either iCAD Common Stock or RadNet Common Stock between the date of signing of the Merger Agreement andconsummation of the Merger. Because the share price of RadNet Common Stock will fluctuate between the date of signing of theMerger Agreement and the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflectchanges in the share price of RadNet Common Stock or iCAD Common Stock, the value of the shares of RadNet Common Stock to bereceived by iCAD stockholders in the Merger may differ from the implied value based on the share price on the date of signing of theMerger Agreement or the date of the proxy statement/prospectus. Based on the closing price of RadNet Common Stock on April 14,2025, the trading day before the public announcement of the signing of the Merger Agreement, the Exchange Ratio would representapproximately $3.61 in implied value for each share of iCAD Common Stock on a fully diluted basis. Based on the closing price ofRadNet Common Stock on May 20, 2025, the last practicable date before the date of the proxy statement/prospectus accompanyingthis notice, the Exchange Ratio would represent approximately $4.07 in implied value for each share of iCAD Common Stock on afully diluted basis. We urge you to obtain current share price quotations for RadNet Common Stock and iCAD Common Stock. TheiCAD Common Stock is listed on The Nasdaq Capital Market under the symbol “ICAD.” The RadNet Common Stock is listed on TheNasdaq Global Market under the symbol “RDNT.” The Merger cannot be completed without adoption of the Merger Agreement by the affirmative vote of the holders of amajority of all outstanding shares of iCAD Common Stock entitled to vote thereon.Because of this, iCAD is holding a virtualspecial meeting of its stockholders on July 14, 2025 (the “Special Meeting”) to vote on the proposal necessary to complete the Merger.Information about the Special Meeting, the Merger, the Merger Agreement, and the other business to be considered by stockholders atthe Special Meeting is contained in this proxy statement/prospectus. The iCAD board of directors (the “iCAD Board”) has fixed theclose of business on May 16, 2025 as the record date for the determination of iCAD stockholders entitled to notice of, and to vote at,the Special Meeting. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by referencecarefully.You should also carefully consider the risks that are described in the section titled “Risk Factors” beginning on page26 of this proxy statement/prospectus. The iCAD Board has unanimously approved and declared advisable the Merger Agreement and the transactionscontemplated therein, including the Merger, on the terms and subject to the conditions set forth therein, determined that theMerger Agreement and the consummation of the transactions contemplated thereby, (including the Merger), are advisable andfair to, and in the best interests of, iCAD and the stockholders of iCAD, resolved to recommend the adoption of the MergerAgreement to the stockholders of iCAD, on the terms and subject to the conditions set forth therein, and directed that theMerger Agreement be submitted to the stockholders of iCAD for adoption at a special meeting of such stockholders. The iCADBoard unanimously recommends that iCAD stockholders vote “FOR” the proposal to adopt the Merger Agreement, “FOR”the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to iCAD’snamed executive officers that is based on or otherwise related to the Merger and “FOR” the proposal to adjourn the SpecialMeeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adop