M&A - RadNet, Inc.

Form Type: S-4/A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000168316825003842

Filing Summary: On May 19, 2025, RadNet, Inc. filed an amendment to Form S-4 regarding its proposed merger with iCAD, Inc. under an agreement reached on April 15, 2025. The merger involves RadNet's wholly-owned subsidiary, Trio Merger Sub, Inc., merging with iCAD, resulting in iCAD becoming a wholly-owned subsidiary of RadNet. Each share of iCAD Common Stock will convert into 0.0677 shares of RadNet Common Stock, with specific cash considerations for fractional shares. The agreement stipulates that the merger can only proceed with majority shareholder approval from iCAD, which will be sought in a virtual special meeting scheduled for July 14, 2025. The document outlines the importance of stockholder voting and provides instructions for attending and voting at the special meeting. Additionally, it emphasizes recommended votes by the iCAD board on various proposals associated with the merger, including compensation discussions related to the merger leaders, while cautioning shareholders about market price fluctuations leading up to the merger.

Form Type: S-4

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000168316825003180

Filing Summary: On April 15, 2025, RadNet, Inc. entered into a Merger Agreement with iCAD, Inc. that involves the merger of Trio Merger Sub, Inc., a wholly-owned subsidiary of RadNet, with and into iCAD. Upon the completion of the merger, iCAD will become a wholly-owned subsidiary of RadNet. Each share of iCAD Common Stock will be exchanged for 0.0677 shares of RadNet Common Stock, along with any cash for fractional shares. Current stockholders of iCAD are urged to vote on the adoption of the Merger Agreement during a virtual special meeting. The iCAD Board unanimously recommends approval of the merger and related proposals. Valuation details based on share prices indicate an implied value of $3.61 per share of iCAD Common Stock based on previous closing prices. The merger requires a majority vote from iCAD stockholders and specifics regarding the virtual meeting logistics and voting procedures are provided in the document.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000168316825002593

Filing Summary: On April 15, 2025, RadNet, Inc. announced entering into a definitive merger agreement to acquire iCAD, Inc. The acquisition will occur via the merger of Trio Merger Sub, Inc., a wholly-owned subsidiary of RadNet, into iCAD, allowing iCAD to survive as a wholly-owned subsidiary of RadNet. iCAD stockholders will receive 0.0677 shares of RadNet common stock for each share of iCAD they hold at closing. The announcement included a joint press release detailing the merger agreement and is accompanied by a planned conference call and webcast on April 16, 2025. Additionally, RadNet plans to file a registration statement on Form S-4 with the SEC that will include a prospectus and proxy statement in relation to the merger. Investors are encouraged to read these documents when filed, as they will contain pertinent information about the transaction and related matters.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000168316825002591

Filing Summary: On April 15, 2025, RadNet, Inc. announced a definitive merger agreement to acquire iCAD, Inc. This acquisition will take place through a merger of Trio Merger Sub, Inc., a wholly-owned subsidiary of RadNet, with iCAD, which will survive as a wholly-owned subsidiary of RadNet. According to the merger agreement, iCAD stockholders will receive 0.0677 shares of RadNet common stock for each share of iCAD common stock held at the closing of the transaction. A joint press release detailing this merger was issued on the same day, and RadNet will host a conference call and webcast on April 16, 2025, regarding the acquisition, with the related presentation materials attached to the current report. The filing also indicates that a registration statement on Form S-4 will be filed with the SEC for the proposed merger. Other disclosures emphasize that this document does not constitute an offer or solicitation for securities, and comprehensive risk factors associated with the merger have been outlined.