RadNet Inc美股招股说明书(2025-10-21版)

PROSPECTUS SUPPLEMENT(to Prospectus dated December 27, 2022) RadNet, Inc.Common Stock_____________________________ This prospectus supplement relates to the possible resale from time to time of 59,444 shares of our common stock, which are held by,or may be released to, the selling stockholders identified in this prospectus supplement. The shares of common stock covered by this prospectus supplement were originally issued, or may be released, to the sellingstockholders, as part of our acquisition, on October 1, 2025, of substantially all assets of Remote Diagnostic Imaging Partners, LLC, aDelaware limited liability company (“RDIP”), pursuant to an Asset Purchase Agreement, dated as of October 1, 2025, among us, ourwholly-owned subsidiary Radnet Management, Inc., a Delaware corporation (the “Buyer”), RDIP, and the selling stockholders (the“Agreement”). The number of shares of common stock being registered hereunder is comprised of: (i) 56,472 shares (the “Initial Shares”), of ouroutstanding common stock originally issued to the selling stockholders on October 1, 2025 pursuant to the terms of the Agreement, inconnection with the closing of the transaction contemplated thereby and (ii) up to 2,972 shares (the “Holdback Shares”) (together withthe Initial Shares, the “RDIP Shares”), of our common stock issued to the selling stockholders, and potentially releasable to the sellingstockholders, that have been and will be withheld by us for 12 months following the Closing Date (as defined in the Agreement) tosecure RDIP’s indemnification obligations pursuant to the Agreement. The above referenced securities were issued in reliance upon the exemption from the registration contained in Section 4(a)(2) of theSecurities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. We are registeringthe offer and resale of the RDIP Shares to satisfy the registration rights provisions of the Agreement, pursuant to which we agreed toregister the resale of the RDIP Shares. We will not receive any proceeds from the sale of any shares offered by this prospectus supplement. Sales of the RDIP Shares by theselling stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing marketprices or at negotiated prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who mayreceive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the RDIPShares, or both. See the section entitled “Plan of Distribution” beginning on page S-10 of this prospectus supplement. We are paying the cost of registering the RDIP Shares covered by this prospectus supplement as well as various related expenses. Theselling stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of the RDIPShares. See the section entitled “Plan of Distribution” beginning on page S-10 of this prospectus supplement. Our common stock trades on the Nasdaq Global Select Market (“Nasdaq”), under the trading symbol “RDNT.” On October 17, 2025,the last reported sale price of our common stock on Nasdaq was $76.93 per share. Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-5 of thisprospectus supplement and the risk factors included in the accompanying prospectus and in the documents filed with the U.S.Securities and Exchange Commission (the “SEC”), and incorporated by reference herein and therein to read about certainfactors you should consider before investing in our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 21, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSABOUT RADNETWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCERISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSLEGAL OWNERSHIP OF SECURITIESSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS We have not authorized anyone to provide any information or to make any representations other than those contained orincorporated by reference into this prospectus supplement, the accompanying prospectus or in any free